<PAGE>
As filed with the Securities and Exchange Commission on May 9, 1996.
Registration No. 33-15533
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AUTO-TROL TECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Colorado 84-0515221
---------------- ---------------
(State or Other (IRS Employer
Jurisdiction of Identification
Incorporation Number)
or Organization)
12500 North Washington Street, Denver, Colorado 80241-2400
-------------------------------------------------------------
(Address of Principal Executive Offices)
AUTO-TROL TECHNOLOGY CORPORATION SPECIAL PURPOSE STOCK OPTION PLAN
AUTO-TROL TECHNOLOGY CORPORATION EMPLOYEE STOCK PURCHASE PLAN
AUTO-TROL TECHNOLOGY CORPORATION INCENTIVE STOCK OPTION PLAN
- -------------------------------------------------------------------------------
(Full Title of the Plan)
Allyson S. Kissell
12500 N. Washington Street
Denver, Colorado 80241-2400
-----------------------------
(Name and Address of Agent for Service)
(303) 452-4919
------------------
(Telephone Number of Agent for Service)
Copies to:
-----------------------
Herbert H. Davis III, Esq.
Rothgerber, Appel, Powers & Johnson
1200 17th Street, Suite 3000
Denver, Colorado 80202
(303) 623-9000
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock
$.02 par value 285,000(1) $1.875(2) $534,375 (2) $184.27
</TABLE>
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
(2) Pursuant to Rule 457 under the Securities Act of 1933, the proposed
maximum offering price per share and the proposed maximum aggregate offering
price are estimated solely for purposes of calculating the registration fee and
are based upon the average of the bid and ask prices for the Company stock on
the Nasdaq Small Cap market on May 2, 1996.
This Registration Statement, including Exhibits, contains 6 pages. The Exhibit
Index appears on page 5 of the sequentially numbered pages of this Registration
Statement.
<PAGE>
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT BY REFERENCE.
The contents of the previous Registration Statement on Form S-8, including
Post-Effective Amendment No. 1 thereto, Registration No. 33-15533, previously
filed with the Commission by Auto-Trol Technology Corporation (the "Company")
are incorporated herein by this reference.
REGISTRATION OF ADDITIONAL SECURITIES.
The Company has previously registered an aggregate 1,950,000 shares of its
common stock, $.01 par value ("Common Stock") issuable under the Company's
Special Purpose Stock Option Plan, Incentive Stock Option Plan and Employee
Stock Purchase Plan (the "Plans"). On January 30, 1996, the shareholders of the
Company approved amendments to the articles of incorporation to recapitalize the
Company by: (1) effecting a reverse one-for-ten stock split; (2) changing the
par value of the Common Stock to $.02; and (3) maintaining the number of shares
of Common Stock authorized at 40,000,000. Pursuant to the terms of the Plans,
the aggregate amount of shares of Common Stock issuable under all of the Plans
would be adjusted to reflect the reverse split, to a revised 195,000 shares.
Pursuant to Rule 416 under the Securities Act of 1933, the Company would be
required to file an amendment to its registration statement pertaining to the
shares issuable under the Plans to reflect the lesser amount. However, the
shareholders on the same date approved amendments to the Plans authorizing the
issuance of up to an aggregate 480,000 post-split shares of Common Stock under
the Plans. As a result, the number of shares issuable under the Plans was
effectively increased by 285,000. This Registration Statement is being filed
pursuant to General Instruction E to Form S-8 to register such additional shares
issuable under the Plans.
INFORMATION NOT REQUIRED IN PREVIOUS REGISTRATION STATEMENT.
ITEM 9. UNDERTAKINGS
(a) Rule 415 Offering
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Undertaking Concerning Filings Incorporating Subsequent Exchange Act
Documents by Reference
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement 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.
-2-
<PAGE>
(h) Filing of Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the Company's articles of
incorporation, bylaws or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Denver and the State of Colorado, on this 8th day
of May, 1996.
AUTO-TROL TECHNOLOGY CORPORATION
By: /s/ HOWARD B. HILLMAN
----------------------------
Howard B. Hillman, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ HOWARD B. HILLMAN
- -------------------------------- President/Chief May 8, 1996
Howard B. Hillman Executive Officer/
Director
/s/ DAVID C. O'BRIEN
- -------------------------------- Chief Financial May 8, 1996
David C. O'Brien Officer/Chief
Accounting Officer/
Vice President/
Treasurer
/s/ WILLIAM R. USHER
- --------------------------------- Director May 6, 1996
Maj. Gen. William R. Usher (Ret.)
/s/ J. RODERICK HELLER III
- --------------------------------- Director May 6, 1996
J. Roderick Heller III
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
5 Opinion of Rothgerber, Appel, Powers & Johnson 6
as to legality
<PAGE>
EXHIBIT 5
[LETTERHEAD OF ROTHGERBER, APPEL, POWERS & JOHNSON LLP]
May 6, 1996
Auto-trol Technology Corporation
12500 N. Washington Street
Denver, Colorado 80241-2400
Ladies and Gentlemen:
You have requested our opinion in connection with the Post-Effective
Amendment Number 2 to the Registration Statement on Form S-8 (the "Registration
Statement") filed by Auto-trol Technology Corporation (the "Company") on or
about May 8, 1996, with respect to the offer and sale by the Company of 285,000
additional shares of a single class of common stock, par value $.02, under the
Auto-trol Technology Corporation Special Purpose Stock Option Plan, the Auto-
trol Technology Corporation Employee Stock Purchase Plan, and the Auto-trol
Technology Corporation Incentive Stock Option Plan (collectively, the "Plans"),
as described in the Registration Statement.
We have reviewed such corporate documents and have made such investigation
of Colorado law as we have deemed necessary under the circumstances. Based on
that review and investigation, it is our opinion that when the shares referred
to above are registered under the Securities Act of 1933, as amended, and issued
as provided in the Plans, said shares will be validly issued, fully paid and
nonassessable.
Sincerely yours,
ROTHGERBER, APPEL, POWERS & JOHNSON LLP
