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 registrant as specified in its charter)
Delaware 95-2390133
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
-------------
9244 Balboa Avenue
San Diego, California 92123
(Address of Principal Executive Offices, including Zip Code)
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MAXWELL TECHNOLOGIES, INC.
1995 STOCK OPTION PLAN
(Full Title of the Plan)
-------------
Donald M. Roberts
General Counsel
Maxwell Technologies, Inc.
9244 Balboa Avenue
San Diego, California 92123
(858) 279-5100
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed
Securities Amount Offering Aggregate Maximum
To Be To Be Price Per Offering Amount of
Registered Registered Share(1) Price Registration Fee
---------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Common Stock,
$0.10 Par Value 950,000 $14.50 $13,775,475 $3,443.87
</TABLE>
(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
December 29, 2000.
<PAGE>
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.
<PAGE>
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
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 required 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 fundamental change in the information set
forth in the registration statement; and
(iii) 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.
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.
(c) 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.
(d) 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, 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.
<PAGE>
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 4th day of January, 2001.
MAXWELL TECHNOLOGIES, INC.
By: /s/ Carlton J. Eibl
--------------------
Carlton J. Eibl
President and Chief Executive Officer
<PAGE>
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, January 4, 2001
------------------------- and Director
Kenneth F. Potashner
/s/ Carlton J. Eibl President, Chief January 4, 2001
------------------------- Executive Officer
Carlton J. Eibl and Director
/s/ Vickie L. Capps Vice President- January 4, 2001
------------------------- Finance and Treasurer
Vickie L. Capps (Principal Financial and
Accounting Officer)
/s/ Mark Rossi Director January 4, 2001
-------------------------
Mark Rossi
/s/ Jean Lavigne Director January 4, 2001
-------------------------
Jean Lavigne
/s/ Robert L. Guyett Director January 4, 2001
-------------------------
Robert L. Guyett
<PAGE>
Index of Exhibits
5.1 Opinion of Donald M. Roberts, General Counsel of Registrant
23.1 Consent of Ernst & Young LLP, independent auditors
