<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1995
Registration No._____
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------
APPLIED MAGNETICS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-1950506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
75 Robin Hill Road
Goleta, California 93117-3108
(Address of Registrant's principal executive offices)
APPLIED MAGNETICS CORPORATION
1994 NONEMPLOYEE DIRECTORS' OPTION PLAN
RAYMOND P. LE BLANC, ESQ.
Vice President, Secretary and General Counsel
Applied Magnetics Corporation
75 Robin Hill Road
Goleta, California 93117-3108
(Name and address of agent for service)
(805) 683-5353
(Telephone number, including area code, of agent for service)
-----------------
With a Copy to:
STEPHEN E. NEWTON, ESQ.
Kindel & Anderson
555 South Flower Street
Twenty-Ninth Floor
Los Angeles, California 90071
(213) 680-2222
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed
Maximum 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 150,000 SHARES $3.94(1) $591,000 $204
===============================================================================================================
</TABLE>
(1) Estimated solely for purposes of determining the registration fee based upon
the average of the high and low prices of the Common Stock on the New York
Stock Exchange on May 10, 1995.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------ ---------------------------------------
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to
the date of the filing of this Registration Statement and prior to the filing of
a post-effective amendment to the Registration Statement which indicates that
all securities registered under this Registration Statement have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into the Registration Statement.
The following documents filed with the Commission (File No. 1-6635) pursuant
to the Exchange Act are incorporated in this Registration Statement by
reference:
1. Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994.
2. Registrant's Quarterly Report on Form 10-Q for the three months ended
December 31, 1994.
3. Registrant's Quarterly Report on Form 10-Q for the three months ended
March 31, 1995.
There is incorporated in this Registration Statement by reference the
description of Registrant's Common Stock contained in Registrant's registration
statement filed with the Securities and Exchange Commission under Section 12 of
the Securities Exchange Act of 1934, together with any amendment or report filed
with the Securities and Exchange Commission for the purpose of updating such
description.
Item 4. Description of Securities.
- ------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------ --------------------------------------
As of April 30, 1995, Raymond P. Le Blanc, Vice President, Secretary and
General Counsel to Registrant, owned 23,133 shares of Registrant's Common Stock
and held options to purchase 73,817 additional shares.
Item 6. Indemnification of Directors and Officers
- ------ -----------------------------------------
Section 145 of the Delaware General Corporation Law permits indemnification
of directors, officers and agents in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. Article Seventh of the Bylaws requires indemnification to the full
extent authorized by the General Corporation Law of Delaware. Registrant also
maintains insurance policies which insure its officers and directors against
certain liabilities.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------ --------
4.1 1994 Nonemployee Directors' Option Plan of Registrant
5.1 Opinion of Raymond P. Le Blanc
II-1
<PAGE>
15 Not Applicable
23.1 Consent of Raymond P. Le Blanc (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP (included on Page II-6)
24.1 Power of Attorney of certain officers and directors
(included on Page II-4)
28 Not applicable
29 Not applicable
Item 9. 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;
(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 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
this 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.
II-2
<PAGE>
(c) 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 foregoing provisions,
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.
II-3
<PAGE>
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 Goleta, State of California, on May 16, 1995.
APPLIED MAGNETICS CORPORATION
By /s/ Craig D. Crisman
----------------------------------
Craig D. Crisman
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned directors and officers of Applied Magnetics
Corporation constitutes and appoints Craig D. Crisman and Raymond P. Le Blanc,
and any or all of them, his true and lawful attorneys-in-fact and agents with
full power to do any and all things and to execute any and all instruments which
said attorneys-in-fact and agents may deem necessary or advisable to enable
Applied Magnetics Corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof in connection with the registration under
the Securities Act of 1933 of 150,000 Shares of Common Stock, $.10 par value, of
Applied Magnetics Corporation, to the same extent that he could do in person,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign the name of the undersigned directors and
officers in the capacities indicated below to any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits to, and other documents in connection with, this Registration
Statement with the Securities and Exchange Commission.
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.
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
President, Chief Executive Officer,
Chief Financial Officer
and Director
/s/ Craig D. Crisman (Principal Executive Officer
- ------------------------- and Principal Financial Officer) May 16, 1995
Craig D. Crisman
/s/ Peter T. Altavilla Corporate Controller
- ------------------------- (Principal Accounting Officer) May 26, 1995
Peter T. Altavilla
/s/ Harold R. Frank
- ------------------------- Director May 16, 1995
Harold R. Frank
/s/ R. C. Mercure, Jr.
- ------------------------- Director May 16, 1995
R. C. Mercure, Jr.
/s/ Herbert M. Dwight, Jr.
- ------------------------- Director May 16, 1995
Herbert M. Dwight, Jr.
</TABLE>
II-5
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated December 22, 1994
included or incorporated by reference in Applied Magnetics Corporation's Annual
Report on Form 10-K for the fiscal year ended September 30, 1994 and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
May 12, 1995
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Numbering
Exhibits Page No.
- --------- ---------
<C> <S> <C>
4.1 1994 Nonemployee Directors' Option Plan of Registrant --
5.1 Opinion of Raymond P. Le Blanc, Esq. --
23.1 Consent of Raymond P. Le Blanc, Esq. --
(included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP --
(included on Page II-6)
24.1 Power of Attorney of certain officers and directors --
(included on Page II-4)
</TABLE>
<PAGE>
EXHIBIT 4.1
APPLIED MAGNETICS CORPORATION
1994 NONEMPLOYEE DIRECTORS' OPTION PLAN
1. PURPOSE
The purposes of the 1994 Nonemployee Directors' Option Plan (the "Plan") are
to attract and retain qualified and competent persons for service as members of
the Board of Directors of Applied Magnetics Corporation (the "Company") by
providing a means whereby such persons acquire an equity interest in the Company
and to secure for the Company and its stockholders the benefit of the incentives
inherent in such equity ownership by persons whose advice and counsel are
important to the Company's future growth and continued success.
2. DEFINITIONS
In addition to other capitalized terms which are defined in the Plan, the
following terms shall have the following definitions:
2.1 "Board" shall mean the Board of Directors of the Company.
2.2 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.3 "Committee" shall mean the committee described in Section 9 hereof.
2.4 "Common Stock" shall mean the Company's $.10 par value Common Stock.
2.5 "Company" shall mean Applied Magnetics Corporation, a Delaware
corporation.
2.6 "Date of Grant" shall mean the date on which Options are granted as
described in Sections 6.1 and 6.2 hereof.
2.7 "Director" shall mean a member of the Board.
2.8 "Disability" shall mean the inability, as determined by the Committee
based on advice of a licensed physician, of an Optionee to engage in any
substantial gainful employment by reason of any medically determinable physical
or mental impairment which can reasonably be expected to result in death or
which has lasted or can be expected to last for a continuous period of not less
than 12 months.
2.9 "Employee" shall mean an employee of the Company or any Subsidiary.
2.10 "Fair Market Value" shall mean the fair market value of a share of
Common Stock determined as follows: (a) if Common Stock is traded on a stock
exchange or in the NASDAQ National Market System ("NASDAQ/NMS"), the fair market
value of a share on a particular date shall be the quoted selling price per
share of Common Stock on such exchange or NASDAQ/NMS on that date; (b) if Common
Stock is otherwise traded in the over-the-counter market, the fair market value
of a share on a particular date shall be the mean between the closing bid and
asked quotations per share of the Common Stock on that date; or (c) if Common
Stock is not traded on a stock exchange, NASDAQ/NMS or in the over-the-counter
market or, if traded, there are no transactions on that date, the fair market
value shall be determined in good faith by the Committee by applying the rules
and principles of valuation set forth in Section 20.2031-2 of the Treasury
Regulations (relating to the valuation of stocks and bonds for purposes of Code
Section 2031).
2.11 "Option" shall mean an option to purchase shares of Common Stock
granted under the Plan.
2.12 "Optionee" shall mean a director determined by the Committee to be
eligible to receive an Option under the Plan.
1
<PAGE>
2.13 "Option Price" shall mean the purchase price per share of Common Stock
as determined in accordance with the provisions of Section 6.3 hereof.
2.14 "Reorganization" shall mean a sale or transfer of all or substantially
all of the Company's assets, or a merger, reorganization, or consolidation of
the Company with another corporation in which the Company is not the surviving
corporation, or a liquidation or dissolution of the Company.
2.15 "Subsidiary" shall mean any corporation of which not less than 51
percent of the shares of its voting stock (representing the right, other than as
affected by events of default, to vote for the election of directors or other
managing authority) are now, or hereafter during the term of this Plan, owned or
controlled directly or indirectly by the Company.
3. AMOUNT OF SHARES SUBJECT TO THE PLAN
3.1 The shares reserved for issuance upon exercise of Options granted under
the Plan shall not exceed 150,000 shares of Common Stock, subject to adjustment
as provided in Section 7 hereof.
3.2 In the event that Options granted under the Plan shall terminate or
expire without being exercised in whole or in part, shares not purchased under
such lapsed Options will again become available under the Plan to be issued on
the exercise of new Options granted under the Plan subject to the limitations of
Section 3.1.
4. EFFECTIVE DATE
The Plan was adopted by the Board on December 10, 1993 (the "Effective
Date"), subject to approval by affirmative votes constituting a majority of the
votes eligible to be cast by the Common Stock present in person or by proxy at a
meeting of the Company's stockholders.
5. ELIGIBILITY
Directors of the Company who are not Employees shall be eligible to
participate in the Plan.
6. TERMS AND CONDITIONS OF OPTIONS
Each Option shall be evidenced by a written agreement (herein the "Stock
Option Agreement"), in a form approved and authorized by the Committee, which
shall be executed by the Company and the Director receiving the Option. All
Options shall be subject to the following terms and conditions and such
additional terms and conditions, not inconsistent with the Plan, as the
Committee shall deem desirable:
6.1 Options for 5,000 shares of Common Stock shall be granted on March 1,
1994 to each person who meets the requirements of Section 5 on the date of
stockholder approval of the Plan and, thereafter, on March 1 of each subsequent
year as long as such person continues to meet the requirements of Section 5.
6.2 If a person does not meet the requirements of Section 5 on the date of
stockholder approval of the Plan, Options for 5,000 shares of Common Stock shall
be granted on the date on which such person first meets the requirements of
Section 5, whether through election by stockholders or appointment by the Board,
and, thereafter, on March 1 of each subsequent year as long as such person
continues to meet the requirements of Section 5.
6.3 The purchase price per share of Common Stock purchasable under an
Option granted pursuant to the Plan shall be at least equal to the Fair Market
Value of one share of Common Stock on the Date(s) of Grant, as determined by the
Committee in accordance with the terms hereof, which determination of Fair
Market Value, when made in good faith, shall be conclusive.
6.4 Subject to the terms and conditions of the Plan, Options shall be
exercisable as follows: (a) at any time after the first anniversary following a
Date of Grant, the Option shall be exercisable as
2
<PAGE>
to 33 1/3 percent of the shares covered thereby; (b) at any time after the
expiration of two years following a Date of Grant, the Option shall be
exercisable, cumulatively, as to an additional 33 1/3 percent of the shares
covered thereby; and (c) at any time after the expiration of three years
following a Date of Grant, the Option shall be exercisable as to all the shares
covered thereby which have not theretofore been exercised pursuant to the
provisions of (a) and (b) above.
6.5 Options granted pursuant to the Plan shall expire and cease to be
exercisable upon the first to occur of any one of the following: (a) the
expiration of five years following the Date(s) of Grant; (b) 90 days following
the date when an Optionee ceases to serve as an Director except when the
Optionee ceases to serve by reason of the Optionee's death or Disability; or (c)
one year following the Optionee's death while serving as a Director or cessation
of service as a Director because of a Disability.
6.6 The shares covered by an Option may be purchased and the Option may be
exercised in whole or in part at any time during the period defined in Section
6.4 above and prior to the expiration of such Option. Such exercise shall be in
the manner fixed by the Committee by giving written notice of exercise to the
Company specifying the number of shares to be purchased; provided, however, that
an Option may not be exercised with respect to less than 50 shares subject to an
Option unless there are less than 50 shares remaining subject to the Option.
6.7 The notice of exercise of Option, whether the exercise is to be in
whole or in part, shall be accompanied by delivery to the Company of a certified
or cashier's check, or a check issued by a broker-dealer that is a member firm
of the New York Stock Exchange, Inc. for 100 percent of the Option Price for the
shares to be purchased together with such additional sum as may be required to
satisfy any federal, state, or local tax laws and regulations with respect to
withholding taxes. In lieu of paying additional sums which may be required to
satisfy such withholding taxes, the Optionee may elect, in writing, to have the
Company retain a portion of the shares acquired pursuant to an Option as payment
or partial payment of the withholding tax requirement under such option subject,
however, to such rules as may be adopted by the Committee. No shares shall be
issued upon exercise of any Option until full payment therefor has been made to
and received by the Company.
6.8 No Option granted under the Plan shall be transferable either
voluntarily or by operation of law except by will or by the laws of descent and
distribution and, during the lifetime of the Optionee, such Option shall be
exercisable only by him or her. If the Optionee dies while serving as a
Director, without having fully exercised his or her Option, his or her estate or
any other person who acquired the right to exercise the Option by bequest or
inheritance or by reason of death of the Optionee shall have the right to
purchase by exercise of such Option, within 12 months after the death of such
Optionee, all or any portion of the shares which the Optionee could have
purchased at the time of his or her death; provided, however, that no Option may
be exercised at any time after the expiration date thereof.
6.9 If an Optionee ceases to serve as a Director by reason of a Disability
without having fully exercised his or her Option, he or she may, within 12
months after the date the Optionee ceases to serve as a Director, exercise all
or any portion of the shares which the Optionee could have purchased at the time
the Optionee ceases to serve as a Director and any Options that would otherwise
become exercisable within such 12 month period; provided, however, that no
Option may be exercised at any time after the expiration date thereof.
6.10 If an Optionee ceases to serve as a Director for any reason other than
death or Disability, he or she may, within 90 days after the date of such
cessation of service, exercise all or any portion of the shares which the
Optionee could have purchased at the time of such cessation of service;
provided, however, that no Option may be exercised at any time after the
expiration date thereof.
6.11 No fractional shares will be issued pursuant to the exercise of any
Option nor will any cash payment be made in lieu of fractional shares.
7. ADJUSTMENT IN THE EVENT OF CHANGE IN STOCK
7.1 Notwithstanding any other provision of the Plan, Stock Option
Agreements made hereunder shall contain such provisions as the Committee shall
determine to be appropriate for the adjustment of the number of shares reserved
for issuance pursuant to Options granted under the Plan, the number of
3
<PAGE>
shares subject to each outstanding Option and the Option Price per share, in the
event of changes in the outstanding Common Stock of the Company by reason of
stock dividends, recapitalization, split-ups, combinations, mergers (including
reincorporation effected by means of a merger), reclassification or exchanges of
shares and the like in order to preserve the Optionee's proportionate interest
in the aggregate number of shares under Option and to continue the aggregate
purchase price of all shares as nearly the same as possible.
7.2 In the event of any change in the outstanding Common Stock, the
aggregate number of shares (including shares subject to outstanding Options)
reserved for Options which may be granted under the Plan shall be appropriately
adjusted to the nearest whole share by the Board, whose determination shall be
conclusive.
8. GOVERNMENT REGULATIONS
The Plan, and the grant and exercise of Options thereunder, and the
Company's obligation to sell and deliver shares of Common Stock under such
Options, shall be subject to all applicable federal and state laws, rules and
regulations, and to such approvals by any regulatory or governmental agency as
may be required including, but not necessarily limited to, the obtaining of a
permit from the Commissioner of Corporations of California, if required, and
registration of the securities subject to this Plan with the Securities and
Exchange Commission. In addition, the Company may cause an appropriate legend to
be affixed to any stock certificate representing Common Stock issued under the
Plan in accordance with all applicable federal and state securities laws, rules
and regulations.
9. ADMINISTRATION AND AMENDMENT
9.1 The Plan shall be administered by a Committee, consisting of two or
more Directors who are not Nonemployee Directors and who shall supervise and
administer the Plan. All questions of interpretation of the Plan or of any
Options issued hereunder shall be determined by the Committee and such
determination shall be final and binding upon all persons having an interest in
the Plan provided, however, that in the event the Committee is unable to act
with respect to any matter hereunder due to failure of Committee members to cast
the required number of affirmative votes, such matter shall be referred for
determination to the Board.
9.2 The Board may amend, suspend or discontinue the Plan at any time and
from time to time. No such amendment of the Plan may, however, without the
approval of the stockholders: (a) increase the maximum number of shares to be
offered for sale under Options in the aggregate or to any individual Optionee;
(b) change the Option Price; (c) change the class of persons eligible to
receive Options; or (d) permit the issuance of Common Stock before payment
therefore in full. In addition, no such amendment of the Plan may, without the
written consent of the Optionee, alter or impair any Option previously granted
under the Plan.
9.3 Neither the Plan nor any Option shall confer upon any Optionee any
right to continue as a Director or a director of any Subsidiary or affect the
rights of the Company or its stockholders to remove or replace Directors in
accordance with its Bylaws or applicable law.
10. REORGANIZATION
10.1 Nothing contained in the Plan or in any Option granted under the Plan
shall in any way prohibit the Company from effecting or entering into a
Reorganization.
10.2 In the event of any Reorganization, all rights of the person or persons
entitled to exercise then outstanding Options granted under the Plan and such
Options shall wholly and completely terminate at the time of any such
Reorganization, except to the extent that any agreement or undertaking of any
party to any such Reorganization shall make specific provision with respect to
such Option and the rights of Optionees. Notwithstanding the foregoing, the
Board may determine that each Optionee shall have the right immediately prior to
such Reorganization, to exercise such Optionee's Option with respect to any or
all of the shares remaining subject to such Option, whether or not such shares
are then otherwise purchasable by Optionee. To the extent that any such exercise
relates to shares which are not otherwise
4
<PAGE>
purchasable by the Optionee at such time, such exercise shall be contingent upon
the consummation of such Reorganization
11. GENERAL PROVISIONS
11.1 No Optionee and no beneficiary or other person claiming under or
through such Optionee shall have any rights as a stockholder of the Company with
respect to any shares of Common Stock allocated or reserved under the Plan and
subject to any Option except as to such shares of Common Stock, if any, that
have been issued or transferred to such Optionee.
11.2 The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of California and construed in
accordance therewith.
11.3 The Plan will become effective upon approval by the stockholders at a
meeting of stockholders of the Company during 1994. Unless previously
terminated, the Plan will terminate 10 years after the Effective Date (the
"Term").
This 1994 Nonemployee Directors' Option Plan was adopted by the Board by at
its meeting on December 10, 1993, and approved by the stockholders of the
Company at the Annual Meeting held February 18, 1994.
APPLIED MAGNETICS CORPORATION
By: By:
----------------------------------- --------------------------------
William R. Anderson Raymond P. Le Blanc
Chief Executive Officer Vice President, Secretary
General Counsel
5
<PAGE>
EXHIBIT 5.1
May 16, 1995
Applied Magnetics Corporation
75 Robin Hill Road
Goleta, CA 93117
Re: Applied Magnetics Corporation 1994 Non-Employee Directors' Option Plan
(432:95\RPL:sj)
Gentlemen:
As General Counsel of Applied Magnetics Corporation (the "Company"), I have
examined the Registration Statement on Form S-8 ( the "Registration Statement")
to be filed by the Company with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of 150,000 shares of $.10 par value Common Stock of the Company ("Common Stock")
issuable on the exercise of options granted or to be granted under the Company's
1994 Non-Employee Directors' Option Plan (the "1994 Directors' Plan) and such
additional shares as may become subject to issuance on the exercise of options
as a result of adjustment provisions in the 1994 Directors' Plan.
I have examined the originals, certified copies or copies otherwise identified
to my satisfaction, of such documents as I have deemed necessary or appropriate
for the purposes of this opinion. I have also examined the proceedings
heretofore taken, and I am familiar with additional proceedings proposed to be
taken, in connection with the authorization, issuance and sale of the Common
Stock upon exercise of options granted and to be granted under the 1994
Directors' Plan.
Based upon such examinations, I am of the opinion that the shares of Common
Stock issuable upon exercise of options granted and to be granted pursuant to
the 1994 Directors' Plan will, if issued in accordance with the terms and
provisions of the 1994 Directors' Plan and if issued upon receipt by the Company
of proper consideration from the option holders, be legally and validly issued,
fully paid, and nonassessable.
I consent to the use of this opinion as an exhibit to said Registration
Statement and to the use of my name under the heading "Legal Matters" in the
Prospectus constituting part of the Registration Statement.
Yours very truly,
Raymond P. Le Blanc
Vice President, Secretary & General Counsel
