<PAGE> 1
As filed with the Securities and Exchange Commission on November 3, 2000.
Registration No. __-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
THREE-FIVE SYSTEMS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 86-06541102
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1600 North Desert Drive
Tempe, Arizona 85281
(Address of Principal Executive Office)(Zip Code)
THREE-FIVE SYSTEMS, INC.
1997 EMPLOYEE OPTION PLAN
(Full Title of the Plan)
Jeffrey D. Buchanan
Executive Vice President; Chief Financial Officer
1600 North Desert Drive, Tempe, Arizona 85281
(Name and Address of Agent for Service)
(602) 389-8600
(Telephone Number, including Area Code, of Agent for Service)
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of Securities to Amount to be offering price per aggregate offering Amount of
be Registered registered(1) share(2) price registration fee
------------------------ ---------------- -------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
Common Stock 159,403 $ 35.94 $ 5,728,943.82 $ 1,512.44
Common Stock 6,000 25.750 154,500.00 40.79
Common Stock 7,500 25.750 193,125.00 50.99
Common Stock 450 34.208 15,393.60 4.06
Common Stock 9,000 32.000 288,000.00 76.03
Common Stock 21,000 33.500 703,500.00 185.72
Common Stock 4,500 36.750 165,375.00 43.66
Common Stock 750 59.333 44,499.75 11.75
Common Stock 74,147 52.375 3,883,449.00 1,025.23
Common Stock 15,000 57.542 863,130.00 227.87
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of Securities to Amount to be offering price per aggregate offering Amount of
be Registered registered(1) share(2) price registration fee
------------------------ ---------------- -------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
Common Stock 2,250 70.500 158,625.00 41.88
Common Stock 5,000 74.625 373,125.00 98.51
Common Stock 1,000 73.563 73,563.00 19.42
Common Stock 2,500 64.750 161,875.00 42.74
Common Stock 450 26.188 11,784.60 3.11
Common Stock 120,400 24.125 2,904,650.00 766.83
Common Stock 100 29.000 2,900.00 .77
Common Stock 4,000 27.313 109,252.00 28.84
Common Stock 1,500 29.188 43,782.00 11.56
Common Stock 1,000 31.063 31,063.00 8.20
Common Stock 4,000 33.750 135,000.00 35.64
Common Stock 50 31.500 1,575.00 .42
Common Stock 5,325 30.750 163,743.80 43.23
Common Stock 1,500 30.688 46,032.00 12.15
Common Stock 300 29.813 8,943.90 2.36
Common Stock 225 29.500 6,637.50 1.75
Common Stock 1,000 28.313 28,313.00 7.47
Common Stock 400 28.438 11,375.20 3.00
Common Stock 1,250 35.875 44,843.75 11.84
--------- ------- --------------- ---------------
Total 450,000 $ 16,356,999.82 $ 4,318.24
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Employee Option Plan by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction without receipt of consideration which results in an
increase in the number of outstanding shares of Common Stock of Three-Five
Systems, Inc.
(2) Calculated solely for purposes of this offering under Rules 457(c) and
457(h) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low sales prices for shares of Common Stock of
Three-Five Systems, Inc. on October 27, 2000.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Three-Five Systems, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement, pursuant to General
Instruction E to Form S-8, the contents of the Registration Statement on Form
S-8 (No. 333-32795) filed with the Securities and Exchange Commission (the
"Commission") on August 4, 1997 and amendments thereto.
Item 4. Exhibits
Exhibit Number Exhibit
-------------- -------
5 Opinion and consent of Greenberg Traurig, LLP.
10.5(a) Three-Five Systems, Inc., Amended and Restated 1997 Employee
Option Plan (as amended through August 2000).
10.5(b) Form of Notice and Acceptance of Stock Option Grant.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Greenberg Traurig, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-2 of this
Registration Statement.
II-1
<PAGE> 4
SIGNATURES
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 Tempe, State of Arizona, on October 26, 2000.
THREE-FIVE SYSTEMS, INC.
By /s/ Jeffrey D. Buchanan
---------------------------------------
Jeffrey D. Buchanan
Executive Vice President;
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Jack L. Saltich,
Jeffrey D. Buchanan, and Robert T. Berube, and each one of them, as his true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective 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 and necessary to be done in connection therewith, as fully to all
intents and purposes as he 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 on Form S-8 has been signed below by the following
persons and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Jack L. Saltich President, Chief Executive Officer, and October 26, 2000
--------------------------------------- Director (Principal Executive Officer)
Jack L. Saltich
/s/ Jeffrey D. Buchanan Executive Vice President; Chief Financial October 26, 2000
--------------------------------------- Officer; Secretary; Treasurer; and Director
(Principal Financial Officer)
Jeffrey D. Buchanan
/s/ Robert T. Berube Corporate Controller (Principal Accounting October 26, 2000
--------------------------------------- Officer)
Robert T. Berube
/s/ David C. Malmberg Chairman of the Board October 26, 2000
---------------------------------------
David C. Malmberg
/s/ Gary R. Long Director October 26, 2000
---------------------------------------
Gary R. Long
/s/ Kenneth M. Julien Director October 26, 2000
---------------------------------------
Kenneth M. Julien
/s/ Thomas H. Werner Director October 26, 2000
---------------------------------------
Thomas H. Werner
/s/ David P. Chavoustie Director October 26, 2000
---------------------------------------
David P. Chavoustie
</TABLE>
II-2
<PAGE> 5
EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
5 Opinion and consent of Greenberg Traurig, LLP.
10.5(a) Three-Five Systems, Inc., Amended and Restated 1997 Employee
Option Plan (as amended through August 2000).
10.5(b) Form of Notice and Acceptance of Stock Option Grant.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Greenberg Traurig, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-2 of this
Registration Statement.
