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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 2000
REGISTRATION NO. 333-38418
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
FORM S-1
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)
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<S> <C> <C>
DELAWARE 3784 93-0875072
(State or other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation Industrial Classification Identification No.)
or Organization) Code Number)
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405 S.W. COLUMBIA STREET, BEND, OREGON 97702
(541) 382-8028
(Address of Principal Executive Offices, including Zip Code)
PATRICK P. H. SIRETA
405 S.W. COLUMBIA STREET, BEND, OREGON 97702
(541) 382-8028
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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Copies to:
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DAVID C. BACA RICHARD A. BOEHMER
GUSTAVO J. CRUZ, JR. SHANNON M. MASON
Davis Wright Tremaine LLP O'Melveny & Myers LLP
1300 S.W. Fifth Avenue, Suite 2300 400 South Hope Street
Portland, Oregon 97204-5682 Los Angeles, California 90071
(503) 241-2300 (213) 430-6000
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
The purpose of this Amendment No. 3 is solely to update Item 13 of Part II
of the Registration Statement, and to file certain exhibits to the Registration
Statement as set forth below as Item 16(a) of Part II.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The table below lists various expenses, other than underwriting discounts
and commissions, we expect to incur in connection with the sale and distribution
of the securities being registered hereby. All the expenses are estimates,
except the Securities and Exchange Commission registration fee, the NASD filing
fee and the Nasdaq National Market listing fee.
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TYPE AMOUNT
---- -----------
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Securities and Exchange Commission Registration Fee......... $ 18,216.00
NASD Filing Fee............................................. 7,400.00
Nasdaq National Market Listing Fee.......................... 69,375.00
Legal fees and expenses..................................... 275,000.00
Accounting fees and expenses................................ 200,000.00
Printing and engraving expenses............................. 150,000.00
Transfer agent and registrar fees........................... 500.00*
Miscellaneous expenses...................................... 9,509.00
TOTAL....................................................... $730,000.00
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* Per month
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS
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EXHIBIT
NUMBER NAME OF DOCUMENT
--------------------- ----------------
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1.1 Form of Underwriting Agreement
3.1+ Amended and Restated Certificate of Incorporation
3.2+ Amended and Restated Bylaws
4.1 Form of Common Stock Certificate
5.1 Opinion of Davis Wright Tremaine LLP
10.1+ Stock Option Plan dated December 31, 1995, as amended
10.2+ Employment Agreement: Patrick P.H. Sireta
10.3+ Employment Agreement: Russell J. Crecraft
10.4+ Employment Agreement: Greg M. Haugen
10.5 Employment Agreement: John I. Hess
10.6+ Employment Agreement: Thomas A. Loder
10.7+ Employment Agreement: Dah Wen Tsang
10.8+ Lease Agreement between Shevlin No. One and Advanced Power
Technology, Inc. dated as of March 21, 1985, as amended
10.9+ Commercial Lease between Glassow Ventures, L.L.C. and
Advanced Power Technology, Inc. dated March 6, 1996, as
amended
10.10+ North America Distributor Agreement between Richardson
Electronics, Ltd. and Advanced Power Technology, Inc. dated
as of April 1, 1997
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<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (CONTINUED)
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<CAPTION>
EXHIBIT
NUMBER NAME OF DOCUMENT
--------------------- ----------------
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10.11+ Manufacturing Agreement by and between Siemens AG and
Advanced Power Technology, Inc. dated October 14, 1997
10.12+ Agreement for Wafer Production and Testing by and between
Advanced Power Technology, Inc. and Siemens
Aktiengesellschaft dated February 11, 1998, as amended
10.13+ Document of Understanding between Advanced Energy Industries
and Advanced Power Technology, Inc. dated August 14, 1998,
as amended
10.14+ Supply Contract between Wacker Siltronic Corporation and
Advanced Power Technology, Inc. dated December 17, 1998
10.15+ Master Agreement by and between Liaoning Huahai Power
Electronics Co. Ltd., Advanced Power Technology, Inc., and
Advanced Power Technology Europe SA dated as of October 15,
1999
10.16+ Subcontract Agreement between Team Pacific Corporation and
Advanced Power Technology, Inc. dated January 26, 2000
10.17 Leases: Bordeaux, France
10.18 Credit Agreement with Silicon Valley Bank
21.1+ Subsidiaries of Advanced Power Technology, Inc.
23.1+ Consent of KPMG LLP
23.2 Consent of Davis Wright Tremaine LLP (included in its
opinion filed as Exhibit 5 to this Registration Statement)
24.1+ Powers of Attorney (included on the signature pages)
27.1+ Financial Data Schedule
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* To be filed by amendment.
+ Confidential treatment has been requested with respect to certain portions of
these agreements. The omitted portions have been filed separately with the
SEC.
+ Previously filed.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") 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 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 of 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.
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ITEM 17. UNDERTAKINGS. (CONTINUED)
The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Act, 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 Act shall be deemed to be a part of this registration
statement as of the time it was declared effective; and
(b) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(c) It will provide to the underwriters at the closing(s) specified in the
underwriting agreement, certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery
to each purchaser.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Portland, Oregon on August 3, 2000.
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ADVANCED POWER TECHNOLOGY, INC.
By: /s/ PATRICK P.H. SIRETA
-----------------------------------------
Patrick P.H. Sireta
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
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Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<C> <S> <C>
President, Chief Executive
/s/ PATRICK P.H. SIRETA Officer and Chairman of
------------------------------------------- the Board (principal August 3, 2000
Patrick P.H. Sireta executive officer)
*/s/ GREG M. HAUGEN Chief Financial Officer
------------------------------------------- (principal financial and August 3, 2000
Greg M. Haugen accounting officer
------------------------------------------- Director
Douglas S. Schatz
*/s/ JAMES E. PETERSEN
------------------------------------------- Director August 3, 2000
James E. Petersen
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* /s/ PATRICK P.H. SIRETA
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ATTORNEY-IN-FACT
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