<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ADVANCED POWER TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 93-0875072
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
405 S.W. Columbia Street, Bend, Oregon 97702
(541) 382-8028
(Address of Principal Executive Offices, including Zip Code)
ADVANCED POWER TECHNOLOGY, INC. STOCK OPTION PLAN
(Full Title of the Plan)
405 S.W. Columbia Street
Bend, Oregon 97702
(Address of principal executive offices)
(541) 382-8028
(Telephone Number, Including Area Code, of principal executive offices)
----------------------
Copy to:
David C. Baca
Gustavo J. Cruz, Jr.
Davis Wright Tremaine LLP
1300 S.W. Fifth Avenue, Suite 2300
Portland, Oregon 97204-5682
(503) 241-2300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,500,000 $25.59 $38,385,000 $10,133.64
=======================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. The
price per share is estimated to be $25.59 as of the close of trading on
November 10, 2000.
Page 1 of 15
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.(1)
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.(2)
--------
(1) Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 of the Securities Act of 1933, as amended, and the Note to Part 1
of Form S-8.
(2) Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 of the Securities Act of 1933, as amended, and the Note to Part 1
of Form S-8.
Page 2 of 15
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's most recent prospectus filed pursuant to Rule 424(b)
containing audited financial statements in the registration statement
on Form S-1, filed under File No. 333-38418 and declared effective on
August 7, 2000;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Registrant document referred to in (a) above; and
(c) The Registrant's description of securities contained in the
registration statement on Form S-1, filed under File No. 333-38418 and
declared effective on August 7, 2000.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
the filing of such documents with the Commission.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered pursuant to this Registration Statement
include non-statutory and incentive stock options (collectively the "Options")
to purchase shares of Common Stock (the "Shares") of the Registrant. There is no
established trading market for the Options. The Shares are listed and traded on
the National Association of Securities Dealers Automated Quotation System -
National Market ("NASDAQ-NM") under the symbol "APTI." During the ninety-day
period ended November 10, 1999 the Shares traded at a range between $17.81 (low)
and $49.63 (high) per Share. The closing price on November 10, 2000 was $25.00.
The total number of shares that may be purchased pursuant to options that
may be granted under the Plan shall not exceed 1,500,000.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under applicable provisions of the Delaware
General Corporation Law to indemnify its directors and officers to the extent
provided under such Act. The Registrant's Bylaws, amended and restated May 31,
2000, contain additional indemnification provisions for the benefit of certain
directors and officers of the Registrant.
Page 3 of 15
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed as a part of this Registration Statement:
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation (1)
3.2 Bylaws(1)
4.1 Reference is made to Exhibits 3.1 and 3.2
10.3 Advanced Power Technology, Inc. Stock Option Plan Summary
5.1 Opinion of Davis Wright Tremaine.
23.1 Consent of Davis Wright Tremaine, contained in opinion filed as
Exhibit 5.1.
23.2 Consent of Independent Auditors.
24.1 Power of Attorney (see signature page).
---------
(1) Incorporated by reference to Registrant's Registration Statement on Form
S-1, as amended and filed with the commission on August 7, 2000 (File No.
333-38418)
Page 4 of 15
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes to do the following:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement; and
(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that
time to be the initial BONA FIDE offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(c) (1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities
Act as part of this registration statement as of the time the
Commission declared it effective.
(2) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of prospectus
as a new registration statement for the securities offered in the
registration statement, and offering of the securities at that
time as the initial BONA FIDE offering of those securities.
Page 5 of 15
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bend, State of Oregon, on the 13th day of November
2000.
ADVANCED POWER TECHNOLOGY, INC.,
A DELAWARE CORPORATION
By: /s/ Patrick P.H. Sireta
-----------------------------------
Patrick P.H. Sireta
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Advanced Power Technology,
Inc., hereby severally and individually constitute and appoint Patrick P.H.
Sireta and Greg M. Haugen, and each of them, as true and lawful attorneys in
fact for the undersigned, in any and all capacities, with full power of
substitution, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to file the same with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys in fact, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys in fact, or any of them, may lawfully do
or cause to be done by virtue of this appointment.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Patrick P.H. Sireta President, Chief Executive Officer and November 13, 2000
--------------------------------- Chairman of the Board (principal executive
Patrick P.H. Sireta officer)
/s/ Greg M. Haugen Chief Financial Officer (principal November 13, 2000
------------------------------- financial and accounting officer)
Greg M. Haugen
/s/ Douglas S. Schatz Director November 13, 2000
--------------------------------
Douglas S. Schatz
/s/ James E. Petersen Director November 13, 2000
---------------------------------
James E. Petersen
/s/ Robert C. Pearson Director November 13, 2000
--------------------------------
Robert C. Pearson
</TABLE>
Page 6 of 15
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Pages
------ ----------- --------------
<S> <C> <C>
4.1 Articles of Incorporation dated March 23, 1992 and restated on May 31,
2000, incorporated by reference from the Registrant's
registration statement on Form S-1 filed under File No.
333-38418 and declared effective on August 7, 2000.
4.2 Bylaws restated on May 31, 2000, incorporated by reference from
the Registrant's registration statement on Form S-1 filed under
File No. 333-38418 and declared effective on August 7, 2000.
10.3 Advanced Power Technology, Inc. Stock Option Plan Summary. 8
5.1 Opinion of Davis Wright Tremaine. 13
23.1 Consent of Davis Wright Tremaine, contained in opinion filed as 13
Exhibit 5.1
23.2 Consent of Independent Auditors 15
24.1 Power of Attorney (see signature page) 6
</TABLE>
Page 7 of 15
