As filed with the Securities and Exchange Commission on February 10, 1997
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 Principal Executive Offices) (Zip Code)
1994 EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
CRAIG D. CRISMAN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
APPLIED MAGNETICS CORPORATION
75 Robin Hill Road
Goleta, California 93117
(805) 683-5353
(Name, address and telephone number of agent for service)
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Copies to:
JAMES J. SLABY, ESQUIRE
STANLEY SZE, ESQUIRE
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
333 SOUTH HOPE STREET, 48TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 620-1780
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CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE FEE
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Common Stock, 2,250,000 $51.94(2) $116,865,000 $35,413.64
$.01 par value Shares (1)
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(1) Pursuant to Rule 416, this Registration Statement also covers such
additional securities as may become issuable pursuant to the
anti-dilution provisions of the Plan.
(2) Pursuant to Rule 457(h), the offering price and registration fee have
been calculated based upon the average of the high and low prices of
Common Stock quoted on the New York Stock Exchange on February 5, 1997,
a day within five business days prior to the filing of this
Registration Statement.
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EXPLANATORY NOTE
This Registration Statement relates to the amendment of the 1994
Employee Stock Option Plan (the "Plan") to increase the number of shares of
Common Stock authorized to be issued thereunder from 1,000,000 to 3,250,000.
The contents of the undersigned Registrant's Registration Statement on
Form S-8, Registration No. 33-59391, filed with the Securities and Exchange
Commission on May 17, 1995 (the "Prior Registration Statement"), are hereby
incorporated by reference. The Items below contain information required in
this Registration Statement that was not included in the Prior Registration
Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information*
ITEM 2. Registrant Information*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Applied Magnetics Corporation (the
"Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended September 28, 1996.
(b) The Prospectus dated September20, 1996 filed with the
Commission pursuant to Rule 424(b) as part of the Company's
Registration Statement on Form S-3 (Registration
No. 333-09225), originally filed with the Commission on
July 31, 1996, which includes a description of the
Company's Common Stock, $.01 par value.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Copies of these documents will not be filed with this Registration
Statement. Any statement contained herein or 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
such statement is modified or superseded by a subsequently filed document
which also is or is deemed to be incorporated by reference herein. Any such
statement so modified or superseded shall not be deemed to constitute a part
of this Registration Statement except as so modified or superseded.
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ITEM 8. EXHIBITS.
The following exhibits are filed herewith:
4.1 1994 Employee Stock Option Plan (Incorporated herein by
reference to Exhibit 4.1 to the Prior Registration Statement,
as amended on February 9, 1996 and February 7, 1997, to reflect
the increase in the number of shares of Common Stock
authorized to be issued thereunder from 1,000,000 to 3,250,000).
5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Sheppard, Mullin, Richter & Hampton
LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in the Signature Page).
ITEM 9. UNDERTAKINGS.
(1) The undersigned Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), 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.
(c) 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.
(2) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Company'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 therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
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in connection with the securities being registered, the Company 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
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 February 10,
1997.
APPLIED MAGNETICS CORPORATION
By /s/ CRAIG D. CRISMAN
Craig D. Crisman
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Craig D. Crisman as his or her true and
lawful attorney-in-fact and agent, 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 or all amendments (including pre-effective
amendments and 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
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and 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 attorney-in-fact
and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
/s/ Craig D. Crisman Chairman of the Board, February 10, 1997
Craig D. Crisman Chief Executive Officer
and Director (Principal
Executive Officer and
Principal Financial Officer)
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/s/ Peter T. Altavilla Corporate Controller February 10, 1997
Peter T. Altavilla (Principal Accounting Officer)
/s/ Harold R. Frank Chairman Emeritus and Director February 10, 1997
Harold R. Frank
/s/ R. C. Mercure, Jr. Director February 10, 1997
R. C. Mercure, Jr.
/s/ Herbert M. Dwight, Jr. Director February 10, 1997
Herbert M. Dwight, Jr.
/s/ Jerry E. Goldress Director February 10, 1997
Jerry E. Goldress
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EXHIBIT INDEX
Exhibit
Number Description Page
4.1 1994 Employee Stock Option Plan (Incorporated herein
by reference to Exhibit 4.1 to the Prior Registration
Statement, as amended on February 9, 1996 and
February 7, 1997, to reflect the increase in the number
of shares of Common Stock authorized to be issued
thereunder from 1,000,000 to 3,250,000)
5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP 7
23.1 Consent of Arthur Andersen LLP 9
23.2 Consent of Sheppard, Mullin, Richter & Hampton LLP
(included in Exhibit 5.1)
24.1 Power of Attorney (included in the Signature Page)
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Sheppard, Mullin, Richter & Hampton LLP
Forty-Eighth Floor
333 South Hope Street
Los Angeles, California 90071-1448
Telephone (213) 620-1780
February 10, 1997
MXW-54358
Applied Magnetics Corporation
75 Robin Hill Road
Goleta, California 93117
Ladies and Gentlemen:
We have acted as counsel to Applied Magnetics Corporation (the
"Company"). This opinion is rendered in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to the offer of up to 2,250,000
additional shares of Common Stock of the Company, to be issued
pursuant to the 1994 Employee Stock Option Plan, as amended
(the "Plan").
In the preparation of this opinion, we have examined
originals or copies of such documents as we have deemed
necessary or advisable in order to render the opinion set forth
below. In rendering the opinion set forth below, we have
assumed:
a. The genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies, and the authenticity of all such
originals.
b. The due authorization, execution and delivery of
the Registration Statement and the documents and instruments
referred to therein by and on behalf of all parties thereto.
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Applied Magnetics Corporation
February 10, 1997
Page 2
c. The issuance of Common Stock in accordance with
the terms of the Plan.
On the basis of the foregoing and subject to the
qualifications and limitations set forth below, it is our
opinion that the Common Stock covered by the Registration
Statement, when issued and paid for in accordance with the
Plan, will be legally issued, fully paid and non-assessable.
This opinion speaks only as of the date hereof and is
based solely upon the existing laws of the United States, and
the general corporation laws of the State of California and the
State of Delaware, and we express no opinion, and none should
be inferred, as to any other laws.
This opinion may not be relied upon by any other
person or for any other purpose, nor may it be quoted from or
referred to, or copies delivered to any other person, without
our prior written consent. We hereby consent to the inclusion
of this opinion as an exhibit in the Registration Statement.
Respectfully submitted,
/s/ SHEPPARD, MULLIN, RICHTER AND
HAMPTON LLP
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated December 12,
1996 included in Applied Magnetics Corporation's Form 10-K for the year ended
September 28, 1996 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
February 7, 1997
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