As filed with the Securities and Exchange Commission on August 13, 1999
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARTESYN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Florida 59-1205269
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7900 Glades Road, Suite 500
Boca Raton, Florida 33434
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(Address of principal executive offices, including zip code)
1990 OUTSIDE DIRECTORS STOCK OPTION PLAN
----------------------------------------
(Full title of the plan)
Joseph M. O'Donnell
President
Artesyn Technologies, Inc.
7900 Glades Road, Suite 500
Boca Raton, Florida 33434
(561) 451-1000
-------------------------------------------
(Name, address and telephone number,
including area code, of agent for service)
Copies of all communications to:
STEPHEN A. OLLENDORFF, ESQ.
Kirkpatrick & Lockhart LLP
1251 Avenue of the Americas
45th Floor
New York, NY 10020-1104
(212) 536-4030
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities maximum maximum
to be Amount offering aggregate Amount of
registered to be price per offering registration
registered share (1) price (2) fee
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Common
Stock, 500,000 $22.1875 $10,739,375 $2,986.00
$.01 par shares
value per
share
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(1) Based on the average of the high and low sale prices of the Common
Stock of the Registrant, as reported on The Nasdaq National Stock Market, on
August 6, 1999, in accordance with Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act").
(2) This amount is equal to the sum of (a) the aggregate option price of
90,000 of the 500,000 shares of Common Stock of the Registrant subject to
options previously granted under the Registrant's 1990 Outside Directors Stock
Option Plan as of May 6, 1999, and (b) the assumed aggregate option price of the
remaining 410,000 shares of Common Stock being registered hereunder, based upon
the market price of the Common Stock of the Registrant on August 6, 1999, in
accordance with Rule 457 (c) and (h) under the Securities Act.
In accordance with the provisions of Rule 462 promulgated under the
Securities Act, this Registration Statement will become effective upon filing
with the Commission.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement covers additional securities of the same class
(i.e., Common Stock) as the securities for which a Registration Statement filed
October 18, 1995 on Form S-8 (File No. 33-63501) relating to the 1990 Directors
Stock Option Plan, is already effective under the Securities Act.
ITEM 3. Incorporation of Documents by Reference.
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The Registrant hereby incorporates by reference in this Registration
Statement the contents of the Registration Statement on Form S-8, Commission
File number 33-63501 dated October 18, 1995, and all other documents and reports
filed by the Registrant since such date with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934.
ITEM 8. Exhibits.
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Exhibit No. Description
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4.1 1990 Directors Stock Option Plan, as amended
5.1 Opinion of Bert Sager, special counsel to the Registrant, with
respect to the legality of the securities being registered
hereunder
23.1 Consent of Arthur Andersen LLP, independent certified public
accountants for the Registrant
23.2 Consent of Bert Sager, special counsel to the Registrant
(included in the opinion filed as Exhibit 5.1 hereto)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 town of Boca Raton, State of Florida, on this 12th day of
August, 1999.
ARTESYN TECHNOLOGIES, INC.
(Registrant)
By:Joseph M. O'Donnell
------------------------------------
Joseph M. O'Donnell, President
and Chief Executive Officer
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.
Signature Title Date
Joseph M. O'Donnell
- ------------------------------- President and Chief Executive August 12, 1999
Joseph M. O'Donnell Officer (Principal Executive
Officer)
Richard J. Thompson
- ------------------------------- Vice President, Finance and August 12, 1999
Richard J. Thompson Chief Financial Officer,
and Secretary (Principal
Financial and Accounting
Officer)
Edward S. Croft, III
- ------------------------------- Director August 12, 1999
Edward S. Croft, III
Fred C. Lee
- ------------------------------- Director August 12, 1999
Fred C. Lee
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Lawrence J. Mattews
- ------------------------------- Director August 12, 1999
Lawrence J. Matthews
Stephen A. Ollendorff
- ------------------------------- Director August 12, 1999
Stephen A. Ollendorff
Phillip A. O'Reilly
- ------------------------------- Director August 12, 1999
Phillip A. O'Reilly
Bert Sager
- ------------------------------- Director August 12, 1999
Bert Sager
A. Eugene Sapp
- ------------------------------- Director August 12, 1999
A. Eugene Sapp
Ronald D. Schmidt
- ------------------------------- Director August 12, 1999
Ronald D. Schmidt
Lewis Solomon
- ------------------------------- Director August 12, 1999
Lewis Solomon
John M. Steel
- ------------------------------- Director August 12, 1999
John M. Steel
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<PAGE>
Exhibit Index
Exhibit No. Description Page
4.1 1990 Outside Directors Stock Option 7
Plan, as amended
5.1 Opinion of Bert Sager, special 15
counsel to the Registrant, with respect
to the legality of the securities
being registered hereunder
23.1 Consent of Arthur Andersen LLP, 17
independent certified public
accountants for the Registrant
23.2 Consent of Bert Sager, special 7
counsel to the Registrant (included
in the opinion filed as Exhibit 5.1
hereto)
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ARTESYN TECHNOLOGIES, INC.
(formerly Computer Products, Inc.)
1990 OUTSIDE DIRECTORS STOCK OPTION PLAN
(Amended as of March 8, 1999)
ARTICLE I
DEFINITIONS
As used herein, the following terms have the meanings hereinafter set forth
unless the context clearly indicates to the contrary:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Company" shall mean Artesyn Technologies, Inc.
(c) "Compensation" shall mean, for any Eligible Director, the amount of
cash actually paid to such Director as compensation for his or her service on
the Board and any committees thereof including, without limitation, all amounts
paid to such Director in connection with his or her attendance at any meetings
of the Board or committees thereof.
(d) "Date of Grant" shall mean the date an Eligible Director is
initially elected to the Board of Directors and for each respective fiscal year
of the Company thereafter, the earlier of (i) June 30, or (ii) the date on which
the Stockholders of the Company shall elect directors at an Annual Meeting of
such Stockholders or any adjournment thereof; provided that a Date of Grant
shall not occur more frequently than annually.
(e) "Deemed Value" shall mean, with respect to each share of Stock owned by
an Eligible Director on any Date of Grant, the Fair Market Value of a share of
Stock on the last day of the fiscal year of the Company immediately preceding
such Date of Grant.
(f) "Effective Date of the Plan" shall mean the original date of adoption
by the stockholders of the Company.
(g) "Eligible Director" shall mean any Director of the Company who is not
an employee of the Company or its subsidiaries.
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(h) "Fair Market Value" shall mean the closing sales price, or the mean
between the closing high "bid" and low "asked" prices, as the case may be, of
the Stock in the over-the-counter market on the day on which such value is to be
determined, as reported by the National Association of Securities Dealers
Automated Quotation System or successor national quotation service. If the Stock
is listed on a national securities exchange, "Fair Market Value" shall mean the
closing price of the Stock on such national securities exchange on the day on
which such value is to be determined, as reported in the composite quotations
for securities traded on such exchange provided by the National Association of
Securities Dealers or successor national quotation service. In the event no such
quotations are available for the day in question, "Fair Market Value" shall be
determined by reference to the appropriate prices on the next preceding day for
which such prices are reported.
(i) "Option" shall mean an Eligible Director's stock option to purchase
Stock granted pursuant to the provisions of Article V hereof.
(j) "Optionee" shall mean an Eligible Director to whom an Option has been
granted hereunder.
(k) "Option Price" shall mean the price at which an Optionee may purchase a
share of Stock under a Stock Option Agreement.
(l) "Plan" shall mean the Artesyn Technologies, Inc. 1990 Outside Directors
Stock Option Plan, the terms of which are set forth herein.
(m) "Stock" shall mean the common stock, par value $.01 per share, of the
Company or, in the event that the outstanding shares of Stock are hereafter
changed into or exchanged for different stock or securities of the Company or
some other corporation, such other stock or securities.
(n) "Stock Option Agreement" shall mean an agreement between the Company
and the Optionee under which the Optionee may purchase Stock in accordance with
the Plan.
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ARTICLE II
THE PLAN
2.1 Name. This Plan shall be known as the "Artesyn Technologies, Inc. 1990
Outside Directors Stock Option Plan."
2.2 Purpose. The purpose of the Plan is to advance the interests of the
Company and its stockholders by affording Eligible Directors of the Company an
opportunity to acquire or increase their proprietary interests in the Company,
and thereby to encourage their continued service as directors and to provide
them additional incentives to achieve the growth objectives of the Company.
2.3 Effective Date. The Effective Date of the Plan is the date of adoption
by the stockholders of the Company.
2.4 Termination Date. The Plan shall terminate on April 30, 2009 and no
further Options shall be granted hereunder thereafter.
ARTICLE III
PARTICIPANTS
Each Eligible Director shall participate in the Plan, provided that he is
elected to a regular term as such a member at an Annual Meeting of Stockholders,
or any adjournment thereof.
ARTICLE IV
SHARES OF STOCK SUBJECT TO PLAN
4.1 Limitations. Subject to any antidilution adjustment pursuant to the
provisions of Section 4.2 hereof, the maximum number of shares of Stock which
may be issued and sold hereunder shall not exceed 1,000,000 shares of Stock.
Shares of Stock subject to an Option may be either authorized and unissued
shares or shares issued and later acquired by the Company; provided however, the
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<PAGE>
shares of Stock with respect to which an Option has been exercised shall not
again be available for Option hereunder. If outstanding Options granted
hereunder shall terminate or expire for any reason without being wholly
exercised prior to the end of the period during which Options may be granted
hereunder, new Options may be granted hereunder covering such unexercised
shares.
4.2 Antidilution. In the event that the outstanding shares of Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of merger,
consolidation, reorganization, recapitalization, reclassification, combination
of shares, stock splitup or stock dividend:
(a) The rights under outstanding Options granted hereunder,
both as to the number of subject shares and the Option price, shall be
adjusted appropriately; and
(b) Where dissolution or liquidation of the Company or any
merger or combination in which the Company is not a surviving
corporation is involved, each outstanding Option granted hereunder
shall terminate, but the Optionee shall have the right, immediately
prior to such dissolution, liquidation, merger or combination, to
exercise his Option, in whole or in part, to the extent that it shall
not have been exercised, without regard to the date on which such
Option would otherwise have become exercisable pursuant to Sections 5.4
and 5.5.
The foregoing adjustments and the manner of application thereof shall be
determined solely by the Board, and any such adjustment may provide for the
elimination of fractional share interests. The adjustments required under this
Article shall apply to any successor or successors of the Company and shall be
made regardless of the number or type of successive events requiring adjustments
hereunder.
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<PAGE>
ARTICLE V
OPTIONS
5.1 Option Grant, Number of Shares and Agreement.
(a) Subject to the provisions of Section 5.1(b) hereof, each
Eligible Director shall automatically be granted an Option to purchase
Ten Thousand (10,000) shares of Stock on each Date of Grant. Each
Option so granted shall be evidenced by a written Stock Option
Agreement, dated as of the Date of Grant and executed by the Company
and the Optionee, stating the Option's duration, time of exercise, and
exercise price. The terms and conditions of the Option shall be
consistent with the Plan.
(b) Notwithstanding the provisions of Section 5.1(a) hereof,
an Eligible Director shall not be entitled to receive a grant of an
Option on any Date of Grant unless the Deemed Value of all shares of
Stock owned by such Eligible Director on such Date of Grant shall be no
less than three hundred percent (300%) of (i) such Director's
Compensation during the preceding fiscal year of the Company or (ii) if
such Director has not previously served, or served for less than a full
fiscal year, the average of all Eligible Directors' Compensation during
the preceding fiscal year of the Company, as determined by the Board
and provided to such Director in writing at least 10 days prior to the
relevant Date of Grant. An Eligible Director, who shall not be entitled
to receive a grant of an Option on any particular Date of Grant as a
result of the limitation set forth in this Section 5.1(b), shall not be
precluded from receiving a grant of an option pursuant to Section
5.1(a) hereof on any subsequent Dates of Grant on which the limitation
set forth herein shall be satisfied.
5.2 Option Price. The Option Price of the Stock subject to each Option
shall be the Fair Market Value of the Stock on its Date of Grant.
5.3 Exercise Period. The period for the exercise of each Option shall
expire on the tenth anniversary of the Date of Grant.
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5.4 Option Exercise.
(a) Any Option granted under the Plan shall only become
exercisable in full on the first anniversary of the Date of Grant,
provided that the Eligible Director has not voluntarily resigned, or
been removed "for cause", as a member of the Board of Directors on or
prior to the first anniversary of the Date of Grant. An Option shall
remain exercisable after its exercise date at all times during the
Exercise Period, regardless of whether the Optionee thereafter
continues to serve as a member of the Board.
(b) An Option may be exercised at any time or from time to
time during the term of the Option as to any or all full shares which
have become exercisable in accordance with this Section, but not as to
less than 25 shares of Stock unless the remaining shares of Stock that
are so exercisable are less than 25 shares of Stock. The Option price
is to be paid in full in cash upon the exercise of the Option. The
holder of an Option shall not have any of the rights of a Stockholder
with respect to the shares of Stock subject to the Option until such
shares of Stock have been issued or transferred to him upon the
exercise of his Option.
(c) An Option shall be exercised by written notice of exercise
of the Option, with respect to a specified number of shares of Stock,
delivered to the Company at its principal office, and by cash payment
to the Company at said office of the full amount of the Option price
for such number of shares. In addition to, and prior to the issuance of
a certificate for shares pursuant to any Option exercise, the Optionee
shall pay to the Company in cash the full amount of any federal and
state withholding or other employment taxes applicable to the taxable
income of such Optionee resulting from such exercise.
5.5 Nontransferability of Option. Unless otherwise provided in the relevant
Stock Option Agreement, options may not be transferred by an Optionee otherwise
than by will or the laws of descent and distribution. Unless otherwise provided
in the relevant Stock Option Agreement, during the lifetime of an Optionee, his
Option may be exercised only by him (or by his guardian or legal representative,
should one be appointed). In the event of the death of an Optionee, any Option
held by him may be exercised by his legatee(s) or other distributee(s) or by his
personal representative.
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ARTICLE VI
STOCK CERTIFICATES
The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof unless, in the opinion of counsel to the Company, there has
been compliance with all applicable legal requirements. An Option granted under
the Plan may provide that the Company's obligation to deliver shares of Stock
upon the exercise thereof may be conditioned upon the receipt by the Company of
a representation as to the investment intention of the holder thereof in such
form as the Company shall determine to be necessary or advisable solely to
comply with the provisions of the Securities Act of 1933, as amended, or any
other federal, state or local securities laws.
ARTICLE VII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time terminate the Plan, and may at any time and from
time to time and, in any respect amend or modify the Plan.
ARTICLE VIII
RELATIONSHIP TO OTHER COMPENSATION PLANS
The adoption of the Plan shall neither affect any other stock option,
incentive or other compensation plans in effect for the Company or any of its
subsidiaries, nor shall the adoption of the Plan preclude the Company from
establishing any other forms of incentive or other compensation plan for
directors of the Company.
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ARTICLE IX
MISCELLANEOUS
9.1 Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.
9.2 Singular, Plural; Gender. Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the feminine
gender.
9.3 Headings, etc., No Part of Plan. Headings of articles and paragraphs
hereof are inserted for convenience and reference, and do not constitute a part
of the Plan.
9.4 Compliance with Section 16 of the Securities, Act of 1934. As of
September 24, 1996, the Plan is intended to be governed by the provisions of
Rule 16b-3 under Section 16 of the Securities Exchange Act of 1934, as amended
by Release Number 34-37260, and shall not be subject to the phase-in period for
such amendment after such date.
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Exhibit 5.1
August 12, 1999
Artesyn Technologies, Inc.
7900 Glades Road
Suite 500
Boca Raton, FL 33434
Artesyn Technologies, Inc.
Registration Statement on Form S-8
Dear Sirs:
I have acted as special counsel for Artesyn Technologies, Inc., a Florida
corporation (the "Company"), in connection with Registration Statement on Form
S-8 (the "Registration Statement") that is being filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "1933 Act"). This Registration Statement is being filed with
respect to 500,000 shares of common stock, par value $.01 per share (the "Common
Stock"), of the Company relating to the Company's 1990 Outside Directors Stock
Option Plan (the "Plan").
You have requested me to render to you the following opinion. In connection
with the opinion, I have examined originals, or copies certified or otherwise
identified to my satisfaction, of all corporate and other documents and records
of the Company and all certificates of public officials and officers of the
Company, and have made such other investigations, as I have deemed necessary or
appropriate in connection with rendering this opinion. As to questions of fact
material to this opinion, I have, when relevant facts were not independently
established by me, relied upon certificates of public officials and information
supplied to me by officers of the Company.
For purposes of this opinion, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me as originals
and the conformity to authentic originals of all documents submitted to me as
certified, conformed or photostatic copies.
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<PAGE>
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Florida.
2. All requisite corporate actions have been taken to authorize the
issuance of the shares of Common Stock being registered under the Registration
Statement pursuant to the 1933 Act.
3. The shares of Common Stock, when issued and sold in accordance with the
provisions of the Plan, will be legally issued, fully paid and non-assessable
when the Company shall have received therefor the consideration provided in the
Plan (but not less than the par value thereof).
I am an attorney admitted to practice in the State of Florida and do not
purport to be an expert in, or to render any opinions concerning, the laws of
any jurisdiction other than the United States of America and the State of
Florida.
This opinion is rendered to you and is solely for your benefit in
connection with the above transaction. This opinion may not be relied upon by
you for any other purpose, or furnished to, quoted to or relied upon by any
other person, firm or corporation without my prior written consent.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, to the use of
my name as your counsel with respect to the Registration Statement and to all
references made to us therein.
Very truly yours,
Bert Sager
Bert Sager
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Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated January 22,
1999 incorporated by reference in in Artesyn Technologies, Inc.'s Form 10-K for
the fiscal year ended January 1, 1999.
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Fort Lauderdale, Florida
August 12, 1999
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