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As filed with the Securities and Exchange Commission on November 3, 2000
Registration No. 333-50689
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 86-0654102
--------------- ---------------
(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 Offices)(zip code)
THREE-FIVE SYSTEMS, INC.
AMENDED AND RESTATED 1998 DIRECTORS' STOCK PLAN
-------------------
(Full Title of the Plan)
JACK L. SALTICH
President and Chief Executive Officer
THREE-FIVE SYSTEMS, INC.
1600 North Desert Drive, Tempe, Arizona 85282
(602) 389-8600
(Telephone number, including area code, of agent for service)
This Post-Effective Amendment No. 1 to the Registration 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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
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Exhibit Number Exhibit
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5 Opinion and consent of Greenberg Traurig, LLP*
10.y Three-Five Systems, Inc. Amended and Restated 1998 Directors' Stock Plan,
as approved by the Company's Stockholders on April 27, 2000.
23.1 Consent of independent public accountants - 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.
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* Previously filed
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Tempe, Arizona, on the
26 day of October, 2000.
THREE-FIVE SYSTEMS, INC.
By: /s/Jack L. Saltich
_____________________________________
Jack L. Saltich
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose signatures
appear below constitute and appoint jointly and severally, Jack L. Saltich,
Jeffrey D. Buchanan, and Robert T. Berube and each one of them, as his true and
lawful attorneys-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 pre-effective and
post-effective amendments) to this registration statement, and to sign any
registration statement and amendments thereto for the same offering pursuant to
Rule 462(b) under the Securities Act of 1933, 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 which 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.
SIGNATURE TITLE DATE
/s/ Jack L. Saltich President, Chief Executive October 26, 2000
___________________ Officer, and Director
Jack L. Saltich (Principal Executive Officer)
/s/ Jeffrey D. Buchanan Executive Vice President; October 26, 2000
_______________________ Chief Financial Officer;
Jeffrey D. Buchanan Secretary; Treasurer; and
Director (Principal Financial
Officer)
/s/ Robert T. Berube Corporate Controller October 26, 2000
____________________ (Principal Accounting 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
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EXHIBIT INDEX
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Exhibit Number Exhibit
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5 Opinion and consent of Greenberg Traurig, LLP*
10.y Three-Five Systems, Inc. Amended and Restated 1998 Directors' Stock Plan,
as approved by the Company's Stockholders on April 27, 2000.
23.1 Consent of independent public accountants - 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.
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