Registration
No._________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Maxwell Technologies, Inc.
(Exact name of issuer as specified in its charter)
Delaware 95-2390133
(State of Incorporation) (I.R.S. Employer Identification No.)
9275 Sky Park Court
San Diego, California 92123
(Address of Principal Executive Offices including Zip Code)
Maxwell Technologies, Inc.
1999 Director Stock Option Plan
(Full Title of Plan)
Donald M. Roberts
General Counsel
Maxwell Technologies, Inc.
9275 Sky Park Court,
San Diego, California 92123
(619) 279-5100
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed
Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
------------- -------------- -------- ------------ -------------
Common Stock,
$0.10 Par
Value 75,000 shs. $14.6875 $1,101,563 $290.81
(1) Determined solely for the purpose of computing the registration fee
pursuant to Rule 457, based upon the average of the high and low price of
the registrant's Common Stock reported on NASDAQ on July 13, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in the
registration statement:
(a) The registrant's latest annual report on Form 10-K
or, if the financial statements therein are more
current, the registrant's latest prospectus, other
than the prospectus of which this document is a
part, filed pursuant to Rule 424(b) of the
Securities and Exchange Commission under the
Securities Act of 1933.
(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 annual
report on Form 10-K or the prospectus referred to
in (a) above;
(c) The description of the registrant's Common Stock
which is contained in the registrant's registration
statement filed under section 12 of the Securities
Exchange Act of 1934, including any amendment
or reports filed for the purpose of updating such
descriptions.
All documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to the registration
statement which indicates that all of the shares of common stock offered
have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Article V of the
Company's Bylaws provides that the Company may indemnify its
officers and directors to the full extent permitted by law. Section 145 of
the General Corporation Law of the State of Delaware (the "GCL")
provides that a Delaware corporation has the power to indemnify its
officers and directors in certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a
corporation to indemnify any director or officer, or former director or
officer, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by
or in the right of the corporation), against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding
provided that such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, provided that such director or officer had no cause to
believe his or her conduct was unlawful.
Subsection (b) of Section 145 of the GCL empowers a
corporation to indemnify any director or officer, or former director or
officer, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against
expenses actually and reasonably incurred in connection with the
defense or settlement of such action or suit provided that such director
or officer acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as
to which such director or officer shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery
or the court in which such action was brought shall determine that
despite the adjudication of liability such director or officer is fairly and
reasonably entitled to indemnity for such expenses which the court shall
deem proper.
Section 145 of the GCL further provides that to the extent a
director or officer of a corporation has been successful in the defense of
any action, suit or proceeding referred to in subsections (a) and (b) or in
the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith; that
indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have power to purchase and
maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against him or her or incurred by him or
her in any such capacity or arising out of his or her status as such
whether or not the corporation would have the power to indemnify him
or her against such liabilities under Section 145.
Article Seventeenth of the Company's Certificate of
Incorporation currently provides that each director shall not be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the
director derived an improper benefit.
The Company has entered into indemnity agreements with
each of its directors. The indemnity agreements generally indemnify
such persons against liabilities arising out of their service in their
capacities as directors, officers, employees or agents of the Company.
The Company may from time to time enter into indemnity agreements
with additional individuals who become officers and/or directors of the
Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Donald M. Roberts, General Counsel of
Registrant.
23.1 Consent of Ernst & Young LLP, independent auditors
24.1 Powers of Attorney (included on signature page hereto)
Item 9. Undertakings.
In connection with this Registration Statement on Form S-8,
the registrant hereby makes the following undertakings:
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus re-
quired by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of the registration
statement (or the most recent
post-effective amendment
thereof) which, individually or in
the aggregate, represent a funda-
mental change in the information
set forth in the registration
statement; and
(iii) To include any material in-
formation 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.
Provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration
statement is on Form S-3 or Form
S-8, and the information required
to be included in a post-effective
amendment by those paragraphs
is contained in periodic reports
filed by the registrant pursuant to
section 13 or section 15(d) of the
Securities Exchange Act of 1934
that are incorporated by reference
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.
(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) The undersigned registrant hereby undertakes
that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrant'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 herein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the
prospectus, to each person to whom the
prospectus is sent or given, the latest annual
report to security holders that is incorporated by
reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange
Act of 1934; and, where interim financial
information required to be presented by Article 3
of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or
given, the latest quarterly report that is
specifically incorporated by reference in the
prospectus to provide such interim financial
information.
(h) 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 provisions
described in Item 6, 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, unenforce-
able. 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.
SIGNATURES
The Registrant. 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 San Diego,
State of California, on the 13th day of July, 2000.
MAXWELL TECHNOLOGIES, INC.
By: /s/ Carlton J. Eibl
-------------------
Carlton J. Eibl
President and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Carlton J. Eibl
and Vickie L. Capps, and each of them, his or her true and lawful
attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and
every act and thing requisite or 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 and agents or any of them, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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.
/s/ Kenneth F. Potashner Chairman of the Board, July 13, 2000
-------------------------
Kenneth F. Potashner
/s/ Carlton J. Eibl President, Chief Executive
------------------- Officer and Director July 13, 2000
Carlton J. Eibl
/s/ Vickie L. Capps Vice President- July 13, 2000
------------------- Finance and Treasurer
Vickie L. Capps (Principal Financial and
Accounting Officer)
/s/ Mark Rossi Director July 13, 2000
--------------
Mark Rossi
/s/ Jean Lavigne Director July 13, 2000
----------------
Jean Lavigne
/s/ Robert L. Guyett Director July 13, 2000
--------------------
Robert L. Guyett
/s/ Vickie L. Capps Attorney-in-fact July 13, 2000
-------------------
Vickie L. Capps
Index of Exhibits
-----------------
5.1 Opinion of Donald M. Roberts, General Counsel of Registrant.
23.1 Consent of Ernst & Young LLP, independent auditors.
24.1 Powers of Attorney (included on signature page hereto)
