<PAGE>
Registration No.
As filed with the Securities and Exchange Commission on April 24, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
Registration Statement Under The Securities Act of 1933
----------------
AMERICAN TECHNICAL CERAMICS CORP.
---------------------------------
(Exact name of registrant as specified in its charter)
Delaware 11-2113382
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Kathleen M. Kelly
American Technical Ceramics Corp.
17 Stepar Place
Huntington Station, NY 11746
(516) 547-5700
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices and agent for service)
AMERICAN TECHNICAL CERAMICS CORP. 1997 STOCK OPTION PLAN
--------------------------------------------------------
(Full title of the Plan)
Copy to:
Stephen J. Gulotta, Jr., Esq.
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, New York 10176
(212) 661-6500
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================
Proposed
Amount Proposed Maximum Maximum Amount of
Title of Securities To Be Offering Price Per Aggregate Registration
To Be Registered Registered(1) Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 145,000 shares(2) $11.94(4) $1,731,300 $519.39
$0.01 per share
- -----------------------------------------------------------------------------------------------------------
Common Stock, par value 2,000 shares(3) $11.25(5) $22,500 $6.75
$0.01 per share
- -----------------------------------------------------------------------------------------------------------
Common Stock, par value 253,000 shares(3) $8.25(5) $2,087,250 $626.18
$0.01 per share
===========================================================================================================
Total 400,000 shares -- $3,841,050 $1,152.32
===========================================================================================================
</TABLE>
(1) Plus such indeterminate number of shares pursuant to Rule 416 under the
Securities Act of 1933, as may be issued in respect of stock splits,
stock dividends and similar transactions.
(2) Represents shares of Common Stock that may be issued on the date hereof
under the Plan pursuant to options which may be granted under the
American Technical Ceramics Corp. 1997 Stock Option Plan (the "Plan").
(3) Represents shares of Common Stock that may be issued on the date hereof
pursuant to options which have been granted under the Plan.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. Represents the
average of the high and low sales prices for the Common Stock, as
reported on the American Stock Exchange on April 20, 1998.
(5) Based upon the actual prices at which the shares subject to options
currently outstanding under the Plan are exercisable.
<PAGE>
EXPLANATORY NOTE
This Registration Statement includes a Prospectus, prepared in
accordance with the requirements of Form S-3, which, pursuant to General
Instruction C of Form S-8, may be delivered in connection with the offer and
sale by certain officers and directors of the Company who may be deemed to be
"affiliates" of the Company, as that term is defined in Rule 405 under the
Securities Act of 1933, of securities registered hereunder.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of this
Registration Statement on Form S-8 (the "Registration Statement") has been or
will be sent or given to participants in the Plan as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). Such document(s) are not being filed with the Commission but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP.
------------------------------------
UP TO 400,000 SHARES OF COMMON STOCK UNDER THE
AMERICAN TECHNICAL CERAMICS CORP.
1997 STOCK OPTION PLAN
This Prospectus relates to (i) offers and sales of shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
American Technical Ceramics Corp., a Delaware corporation (the "Company"), that
have been or will be acquired by certain officers and directors (the
"Management Selling Security Holders") who may be deemed to be "affiliates" of
the Company, as defined in Rule 405 under the Securities Act of 1933, as
amended (the "Securities Act"), upon exercise of options (the "Options")
granted pursuant to the American Technical Ceramics Corp. 1997 Stock Option
Plan (the "Plan"), and (ii) reoffers and resales by certain participants (the
"Plan Selling Security Holders," and together with the Management Selling
Security Holders (the "Selling Security Holders") in the Plan of shares of
Common Stock, which shares are "restricted securities" as defined in Rule 144
under the Securities Act, issued upon the exercise of Options granted pursuant
to the Plan. See "Selling Security Holders."
The Common Stock is quoted on the American Stock Exchange ("AMEX")
under the symbol "AMK." The closing sales price for the Common Stock on April
20, 1998 was $11 7/8.
Shares covered by this Prospectus may be offered and sold from time to
time directly by the Selling Security Holders or through brokers on the
American Stock Exchange or otherwise at the prices prevailing at the time of
such sales. No specified brokers or dealers have been designated by the Selling
Security Holders, and no agreement has been entered into in respect of
brokerage commissions or for the exclusive or coordinated sale of any
securities which may be offered pursuant to this Prospectus. The net proceeds
to the Selling Security Holders will be the proceeds received by them upon such
sales, less brokerage commissions, if any. The Company will pay all expenses of
preparing and reproducing this Prospectus, but will not receive any of the
proceeds from sales by any of the Selling Security Holders. The Selling
Security Holders, and any broker-dealers, agents, or underwriters through whom
the Shares are sold may be deemed "underwriters" within the meaning of the
Securities Act with respect to securities offered by them, and any profits
realized or commissions received by them may be deemed underwriting
compensation. See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------------------------
The date of this Prospectus is April 24, 1998
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (the "Registration Statement") under the
Securities Act with respect to the offering and sale from time to time of the
Shares. This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits thereto, as permitted by the rules and
regulations of the Commission. For further information, reference is made to
the Registration Statement and to the exhibits filed therewith. Statements
contained in this Prospectus as to the contents of any contract or other
document which has been filed or incorporated by reference as an exhibit to the
Registration Statement are qualified in their entirety by reference to such
exhibits for a complete statement of their terms and conditions. Additionally,
the Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Commission. Copies of such materials may be inspected without charge at the
offices of the Commission, and copies of all or any part thereof may be
obtained from the Commission's public reference facilities at 450 Fifth Street,
N.W., Washington D.C. 20549, or at the regional offices of the Commission
located at 7 World Trade Center, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, upon payment of the fees
prescribed by the Commission. The Registration Statement has been filed
electronically with the Commission. The Commission maintains a web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov. In addition, the Common Stock is quoted on the American
Stock Exchange. Reports, proxy statements and other information concerning the
Company may be inspected at the offices of the American Stock Exchange, Inc.,
86 Trinity Place, New York, New York 10006-1881.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference and made a part of this Prospectus
are the following: (1) the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997; (2) the Company's Quarterly Report on Form 10-Q for
each of the quarters ended September 30, 1997 and December 31, 1997; and (3)
the description of the Common Stock, which is registered under Section 12 of
the Exchange Act, contained in the Company's Registration Statement on Form 8-A
filed with the Commission (which is, in turn, incorporated by reference to the
description of the Common Stock contained in the Company's Registration
Statement on Form S-18 (File No. 96925-NY)). All documents subsequently filed
by the Company with the Commission pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made hereby will be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained in any document
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Prospectus 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 Prospectus. All
information appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including notes thereto) appearing in the
documents incorporated herein by reference, except to the extent set forth in
the immediately preceding statement.
The Company will provide without charge to each person who receives a
Prospectus, upon written or oral request of such person, a copy of the
information that is incorporated by reference herein (not including exhibits to
the information that is incorporated by reference herein). Requests for such
information should be directed to: American Technical Ceramics Corp., 17 Stepar
Place, Huntington Station, NY 11746; Attention: Secretary. The Company's
telephone number is: (516) 547-5700.
- 2 -
<PAGE>
THE COMPANY
The following summary is qualified in its entirety by reference to the
more detailed information and the financial statements and the related notes
appearing elsewhere in the Prospectus or incorporated herein by reference. Each
prospective investor is urged to read this Prospectus in its entirety.
Investment in the securities offered hereby involves certain risks. See "Risk
Factors."
American Technical Ceramics Corp. (the "Company") designs, develops,
manufactures and markets RF/Microwave/Millimeter-Wave ceramic and porcelain
capacitors and thin film products. The Registrant believes that it is a leading
manufacturer of multilayer capacitors ("MLCs") for ultra-high frequency ("UHF")
and microwave applications.
The Company's MLCs are generally designed for critical performance
applications, and are characterized by a high degree of reliability, low power
dissipation and ruggedness. The Company's products are used in commercial and
military applications, including satellite communications, Personal
Communications Systems (PCS) and other wireless communications systems, medical
imaging (i.e., magnetic resonance imaging), radio frequency power sources for
semiconductor manufacturing, numerous aerospace systems, including radar and
electronic warfare, and certain high-speed digital processing equipment.
The Company has historically pursued the high-performance MLC market
which has commanded high unit selling prices. The MLCs required for these
applications constitute a small part of the circuit cost and, because
performance requirements are stringent and the cost of component failure high,
customers have been willing to pay the higher prices associated with higher
performance products. In recent years, the Company has accelerated the
mechanization of its manufacturing processes to produce certain of its existing
MLCs at lower cost for the medium-priced communications market to supplement
the range of applications met by its product offerings.
The Company has diversified its product line in recent years through
the development of product based on thin film technologies. These additional
products enable the Company to offer custom metalization and patterned
substrates for a broad range of hybrid circuit requirements. Typical
applications include, among others, microwave attenuators, filters, resistors,
amplifiers and capacitors.
RISK FACTORS
In evaluating an investment in the Common Stock being offered hereby,
investors should consider carefully, among other things, the following risk
factors, as well as the other information contained in this Prospectus.
Sales to OEMs and the U.S. Military
The Company's products are used in the production of a variety of
highly complex electronic products manufactured by original equipment
manufacturers ("OEMs") for the military and for commercial use. Accordingly,
demand for the Company's products is highly dependent upon demand for the
products in which they are used. A reduction in demand for the electronic
products in which the Company's products are used could have a material adverse
effect on the Company's business.
In addition, the Company sells a significant amount of hi-rel products
for end use by the U.S. military. Such sales require the Company to be
qualified with the Defense Logistics Agency of the U.S. Department of Defense.
There can be no assurance that the Company will be able to maintain such
qualification and failure to do so would have a material adverse effect on the
Company's sales to the U.S. military. Sales to the U.S. military are also
subject to various risks, including, without limitation, unpredictable
reductions in the funds available to purchase products and contract termination
for the convenience of the government.
Absence of Long-Term Contracts with Customers
The Company generally does not have long-term or exclusive contracts
with its customers or suppliers. Sales to customers are generally made pursuant
to purchase orders. While the Company is not materially dependent upon sales to
any single customer, the loss of, or a significant change in, the relationship
between the Company and its key customers could have a material adverse effect
on the Company's business.
- 3 -
<PAGE>
Risks Associated with Technological Change
The technology upon which the Company's products are based is subject
to continuous development of materials and processes. The Company's business is
in large part contingent upon the continuous refinement of its technological
and engineering expertise and the development of new or enhanced products and
technologies to meet the rapidly developing demands of new applications and
increased competition. There can be no assurance that the Company will continue
to be successful in its efforts to develop new or refine existing products or
that it will otherwise be able to timely identify and respond to technological
improvements made by its competitors. Significant technological breakthroughs
by others could have a material adverse effect on the Company's business.
Availability of Certain Raw Materials
Although the Company generally uses readily obtainable raw materials
and supplies in the manufacture of its products, palladium, a precious metal
used in the production of the Company's capacitors, is currently available from
a limited number of metal dealers who obtain palladium from Russia or the
Republic of South Africa. The availability and cost of palladium has
historically been, and may continue to be, subject to changes in government
policies, tariffs, import restrictions and other factor's beyond the Company's
control. An interruption or reduction of exports of palladium by Russia or the
Republic of South Africa could have a material adverse effect on the Company's
business.
Risks Associated with International Sales
Sales to customers located outside of the United States constituted
32%, 33% and 36% of the Company's net sales during the fiscal years ended June
30, 1997, 1996 and 1995, respectively. The Company anticipates that
international sales will continue to constitute a substantial portion of is
total sales. These sales expose the Company to certain risks, including,
without limitation, barriers to trade, fluctuations in foreign currency
exchange rates (which may make the Company's products less price competitive),
political and economic instability, changes in monetary policy, tariff
regulations and other U.S. and foreign laws and regulations that may apply to
the export of the Company's products, as well as the generally greater
difficulties of doing business abroad.
Fluctuations in Quarterly Results
The Company offers a broad array of products to its customers. Gross
margins can vary significantly from product to product and across product
lines. Accordingly, a change in the mix of products sold by the Company during
a particular period could lead to distinctly different financial results for
that period as compared to other periods. In addition, certain raw materials
used by the Company may fluctuate in price, and to the extent that the Company
is unable to pass on increases in the costs of such materials to its customers,
such increases could have a material adverse effect on the gross profit margins
on products incorporating such raw materials. The Company's revenues and gross
margins may also vary from quarter to quarter as a result of a variety of
factors, including, without limitation, the timing of customer orders and
competitive pricing pressures.
Changes in Processes and Production Capacities
The Company from time to time makes modifications to its manufacturing
processes as a result of technological improvements it has developed or the
requirements of new products or refinements to existing products. The Company
may also increase its production capacity from time to time in order to meet
actual or projected increases in demand for its products. These changes and
increases may result in lower production yields while the modified or new
production lines are adjusted for optimum efficiency. These circumstances could
lead to further fluctuations in quarterly results.
Competition
Competition in the MLC industry is intense and, in general, is based
primarily on price. In the hi-rel and UHF/Microwave market segments, where
price has historically been less important, competition has been based
primarily on high performance product specifications, achieving consistent
product reliability, fast deliveries and high levels of customer service. The
Company competes with a number of larger MLC manufacturers who have broader
product lines and greater financial, marketing and technical resources than the
Company. Potential growth of some commercial market applications may in the
future increase the competitive importance of price. There can be no assurance
that the Company will be able to improve the productivity and efficiency of its
manufacturing processes in order to respond to pricing pressures and the
failure to do so could have a material adverse effect on the Company's
business.
- 4 -
<PAGE>
Uncertainties Regarding Intellectual Property
Although the Company has manufacturing and design patents and pending
patent applications, and although the Company will continue to seek the
supplemental protection afforded by patents, the Company generally considers
protection of its products, processes and materials to be more dependent upon
proprietary knowledge and on rapid assimilation of innovations than on patent
protection. The Company's porcelain and ceramic formulations are considered
trade secrets which are protected by internal non-disclosure safeguards and
employee confidentiality agreements. There can be no assurance that the steps
taken by the Company to protect its proprietary rights will be adequate to
deter misappropriation, or that an independent third party will not develop
functionally equivalent technology.
While the Company believes its present products and technology do not
infringe the patents or intellectual property rights of others and is not aware
of any threatened patent or intellectual property infringement claims against
it, there can be no assurance that such claims will not be asserted against the
Company in the future. Any such claims in the future could result in the
Company being required to enter into royalty arrangements, cease manufacturing
the infringing products or utilizing infringing technologies, pay damages or
defend litigation, any of which could have a material adverse effect on the
Company's business.
Impact of Environmental Regulation
The Company is subject to the requirements of federal, state and local
environmental and occupational health and safety laws and regulations. The
Company has made and will continue to make capital and other expenditures to
comply with environmental requirements. There can be no assurance that the
Company will always be in complete compliance with all such requirements.
The Company does produce limited quantities of hazardous wastes in the
production of its capacitors. Accordingly, if a release of hazardous substances
occurs on or from the Company's properties or from any of its disposal
locations, or if contamination is discovered at any of the Company's
properties, the Company may be held liable, and the amount of such liability
and remediation costs could have a material adverse effect on the Company's
business.
Dependence on Key Personnel
The success of the Company is largely dependent on the continued
efforts and abilities of Victor Insetta, the Company's President and Chief
Executive Officer. The Company has an employment agreement with Mr. Insetta and
maintains key-person life insurance in the amount of $4,000,000. The loss of
the services of Mr. Insetta could have a material adverse effect on the
Company.
Control by Principal Stockholder
As of the date hereof, Victor Insetta, the Company's President and
Chief Executive Officer, owns 2,300,061 shares of Common Stock which represents
approximately 58.9% of the Company's outstanding Common Stock. As a result of
such ownership and control, Mr. Insetta has the ability to control the election
of directors of the Company and the outcome of all issues submitted to a vote
of the stockholders of the Company.
Lack of Dividends
The Company has not paid any dividends on the Common Stock and does
not intend to pay any dividends to its stockholders in the foreseeable future.
The Company currently intends to reinvest earnings in the development and
expansion of its business.
USE OF PROCEEDS
The Company is unable to predict the time, if ever, when the Options
will be granted and exercised and, therefore, is unable to estimate the net
proceeds from the exercise of the Options. Moreover, the Plan permits certain
methods of exercising Options which would not result in the Company receiving
any cash proceeds. It is expected that the net proceeds from the sale of the
Shares to the Selling Security Holders upon exercise of the Options, if any,
will be used by the Company for general corporate purposes. The Company will
not receive any proceeds from the subsequent sale of the Shares by the Selling
Security Holders.
- 5 -
<PAGE>
SELLING SECURITY HOLDERS
As the names and amounts of securities to be sold by Selling Security
Holders become known, the following information will be included in a
prospectus supplement: the name and position(s) over the last three years with
the Company of each Selling Security Holder; the number of shares of Common
Stock owned by each Selling Security Holder; the number of shares of Common
Stock available to be acquired by each Selling Security Holder pursuant to the
Plan and being registered for resale by the Selling Security Holders; and the
number of shares of Common Stock and the percentage, if 1% or more, of the
total number of shares of Common Stock outstanding to be beneficially owned by
each Selling Security Holder following this offering.
DESCRIPTION OF CAPITAL STOCK
The following summary description of the Company's capital stock is
qualified in its entirety by reference to the Company's Certificate of
Incorporation, as amended.
The Company is authorized to issue 20,000,000 shares of Common Stock,
par value $.01 per share. At April 20, 1998, there were 3,900,410 shares of
Common Stock outstanding held by approximately 356 stockholders of record.
The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Holders of Common Stock are entitled to receive ratably such dividends,
if any, as may be declared by the Board of Directors out of funds legally
available therefor. In the event of liquidation, dissolution or winding up of
the Company, holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights. All the outstanding
shares of Common Stock are, and the Common Stock to be issued in this offering
will be, validly issued, fully paid and nonassessable.
Delaware Law and Certain Charter and By-Law Provisions
The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. Section 203 prohibits a publicly-held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless (i) before such
person became an interested stockholder, the board of directors of the
corporation approved the transaction in which the interested stockholder became
an interested stockholder or approved the business combination; (ii) upon
consummation of the transaction that resulted in the interested stockholder's
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced (excluding stock held by directors who are also officers
of the corporation and by employee stock plans that do not provide employees
with the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer); or (iii) following the
transaction in which such person becomes an interested stockholder, the
business consummation is approved by the board of directors of the corporation
and authorized at a meeting of stockholders by the affirmative vote of the
holders of 66 2/3% of the outstanding voting stock of the corporation not owned
by the interested stockholder. A "business combination" includes mergers, asset
sales and other transactions resulting in a financial benefit to the interested
stockholder. Subject to certain exceptions, an "interested stockholder" is a
person who, together with affiliates and associates, owns, or within three
years did own, 15% or more of the corporation's voting stock.
The Company's Certificate of Incorporation contains certain provisions
permitted under the General Corporation Law of Delaware relating to the
liability of directors. The provisions eliminate a director's liability for
monetary damages for a breach of fiduciary duty, except in certain
circumstances involving wrongful acts, such as the breach of a director's duty
of loyalty or acts or omissions which involve intentional misconduct or a
knowing violation of law. Further, the Company's Certificate of Incorporation
contains provisions to indemnify the Company's directors and officers to the
fullest extent permitted by the General Corporation Law of Delaware. The
Company believes that these provisions will assist the Company in attracting
and retaining qualified individuals to serve as directors.
TRANSFER AGENT
The Company has appointed American Stock Transfer Co., New York, New
York as transfer agent for the Common Stock.
- 6 -
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered by this Prospectus may be sold from time to time by
the Selling Security Holders or by transferees thereof. No underwriting
arrangements have been entered into by the Selling Security Holders. The
distribution of the Shares by the Selling Security Holders may be effected in
one or more transactions that may take place on the American Stock Exchange, or
otherwise, including ordinary broker's transactions, privately negotiated
transactions, or through sales to one or more dealers for resale of such shares
as principals, at prevailing market prices at the time of sale, prices related
to prevailing market prices, or negotiated prices. Underwriter's discounts and
usual and customary or specifically negotiated brokerage fees or commissions
may be paid by a Selling Security Holder in connection with sales of the
Shares.
In order to comply with certain state securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Shares may not be sold
unless such Shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied
with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shares may not simultaneously engage in
certain activities with respect to such Shares prior to the commencement of
such distribution. In addition to, and without limiting, the foregoing, each of
the Selling Security Holders and any other person participating in a
distribution will be subject to the applicable provisions of the Exchange Act
and the rules and regulations thereunder, including Regulation M, which
provisions may limit the timing of purchases and sales of any of the Shares by
the Selling Security Holders or any such other person. All of the foregoing may
affect the marketability of the Shares. The Company will bear all expenses of
the offering, except that the Selling Security Holders will pay any applicable
brokerage fees or commissions and transfer taxes.
LEGAL MATTERS
The validity of the Shares has been passed upon for the Company by
Squadron, Ellenoff, Plesent & Sheinfeld, LLP, 551 Fifth Avenue, New York, New
York 10176.
EXPERTS
The consolidated financial statements of American Technical Ceramics
Corp. and subsidiaries as of June 30, 1997 and 1996, and for each of the years
in the three-year period ended June 30, 1997, have been incorporated by
reference in this Prospectus and elsewhere in the Registration Statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP
covering the June 30, 1997 consolidated financial statements contains an
explanatory paragraph relating to the adoption in 1995 of Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities."
- 7 -
<PAGE>
===============================================================================
No dealer, salesman, or any other person has been authorized to give any
information or to make any representation not contained in or incorporated by
reference into this Prospectus in connection with the offering made hereby,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction. Neither
the delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the dates as of which such
information is furnished.
---------------
TABLE OF CONTENTS
Page
Available Information.......................................................2
Incorporation of Certain Documents by Reference.............................2
The Company.................................................................3
Risk Factors................................................................3
Use of Proceeds.............................................................5
Selling Security Holders....................................................6
Description of Capital Stock................................................6
Plan of Distribution........................................................7
Legal Matters...............................................................7
Experts.....................................................................7
===============================================================================
===============================================================================
-----------------
AMERICAN
TECHNICAL
CERAMICS CORP.
-----------------
-----------------
COMMON STOCK
-----------------
-----------------
PROSPECTUS
-----------------
APRIL 24, 1998
===============================================================================
<PAGE>
------------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference and made a part of this Registration
Statement are the following documents filed by the Company with the
Commission: (1) the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997; (2) the Company's Quarterly Report on Form 10-Q for each
of the quarters ended September 30, 1997 and December 31, 1997; and (3) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission (which is, in
turn, incorporated by reference to the description of the Common Stock
contained in the Company's Registration Statement on Form S-18 (File No.
96925-NY)). All documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15 (d) of the Exchange Act
after the date of this Registration Statement and prior to the termination of
the offering made hereby will be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock issuable upon the exercise of
options granted pursuant to the Plan will be passed upon by Squadron,
Ellenoff, Plesent & Sheinfeld, LLP, 551 Fifth Avenue, New York, New York
10176.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware General Corporation Law, Section 102(b)(7) enables a
corporation in its original certificate of incorporation or an amendment
thereto validly approved by stockholders to eliminate or limit personal
liability of members of its Board of Directors for violations of a director's
fiduciary duty of care , subject to certain exceptions. The Company's
Certificate of Incorporation includes the following language:
"No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect to which such director shall be liable under
Section 174 of Title 8 of the Delaware Code or any amendment thereto or
successor provision thereto or shall be liable by reason that, in addition to
any and all other requirements for such liability, he (i) shall have breached
his duty of loyalty to the Corporation or its stockholders, (ii) shall have
acted, or failed to act, in a manner that is not in good faith, (iii) shall
have acted, or failed to act, in a manner involving intentional misconduct or
a knowing violation of law or (iv) shall have derived an improper personal
benefit."
Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect
to any matter in which the director or officer acted in good faith and in a
manner he reasonably believed to be not opposed to the best interests of the
Company, and, with respect to any criminal action, had reasonable cause to
believe his conduct was lawful. The By-Laws of the Company include the
following provision:
"Every person (and the heirs, executors and administrators of such
person) who is or was a director, officer, employee or agent of the Corporation
or of any other company, including another corporation, partnership, joint
venture, trust or other enterprise in which such person serves or served as
such at the request of the Corporation, shall be indemnified by the Corporation
against all judgments, payments in settlement (whether or not approved by
court), fines, penalties and other reasonable costs and expenses (including
fees and disbursements of counsel) imposed upon or incurred by such person in
connection with or resulting from any action, suit, proceeding, investigation
or claim, civil, criminal, administrative, legislative or other (including any
criminal action, suit or proceeding in which such person enters a plea of
guilty or nolo contendere or its equivalent), or any appeal relating thereto,
which is brought or threatened either by or in the right of the Corporation or
such other person, governmental authority or instrumentality (herein called a
"third-party action") and in which such person is made a party or is otherwise
involved by reason of his being or having been such director, officer, employee
or agent or by reason of any action or omission, or alleged action or omission,
by such person in his capacity as such director, officer, employee
II-1
<PAGE>
or agent if either (a) such person is wholly successful, on the merits or
otherwise, in defending such derivative or third-party action or (b) in the
judgment of a court of competent jurisdiction or, in the absence of such
determination, in the judgment of a majority of a quorum of the Board of
Directors of the Corporation (which quorum shall not include any director who
is a party to or is otherwise involved in such action) or, in their absence of
such a disinterested quorum, in the opinion of independent legal counsel (i) in
the case of a derivative action, such person acted without negligence or
misconduct in the performance of his duty to the Corporation or such other
company or (ii) in the case of a third-party action, such person acted in good
faith in what he reasonably believed to be the best interests of the
Corporation or such other company and, in addition, in any criminal action, had
no reasonable cause to believe that his action was unlawful, provided that, in
the case of a derivative action, such indemnification shall not be made in
respect of any payment to the Corporation or such other company or any
stockholder thereof in satisfaction of judgment or in settlement unless either
(x) a court of competent jurisdiction has approved such settlement, if any, and
the reimbursement of such payment or (y) if the court in which such action has
been instituted lacks jurisdiction to grant such approval or such action is
settled before the institution of judicial proceedings, in the opinion of
independent legal counsel the applicable standard of conduct specified
hereinbefore has been met, such action was without substantial merit, such
settlement was in the best interests of the Corporation or such other company
and the reimbursement of such payment is permissible under applicable law. In
case such person is successful, on the merits or otherwise, in defending part
of such action or, in the judgment of such a court or such quorum of the Board
of Directors or in the opinion of such counsel, has met the applicable standard
of conduct specified in the preceding sentence with respect to part of such
action, he shall be indemnified by the Corporation against judgments,
settlements, payments, fines, penalties and other costs and expenses
attributable to such part of such action."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Amended Certificate of Incorporation.(1)
4.2 By-Laws.(2)
4.3 American Technical Ceramics Corp. 1997 Stock Option Plan.(*)
5.1 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP.(*)
23.1 Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP (included
in Exhibit 5).(*)
23.2 Consent of KPMG Peat Marwick LLP.(*)
24.1 Power of Attorney (included on the signature page hereof).(*)
- --------------
(1) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1995.
(2) Incorporated by reference to Exhibit 3(b)(i) to the Company's
Registration Statement on Form S-18 (No. 2-96925-NY).
(*) Filed herewith.
- --------------
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;
(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;
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<PAGE>
(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)(l)(i) and (a)(l)(ii) do not apply
if 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 Exchange Act
that are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities 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; and
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15 (d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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<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, hereunto
duly authorized, in the City of Huntington Station, New York, on April 23,
1998.
AMERICAN TECHNICAL CERAMICS CORP.
By: /s/ Victor Insetta
--------------------------------
Victor Insetta
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Victor Insetta and Kathleen M. Kelly or
any one of them, his true and lawful attorney in fact and agent, 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 pre- or 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 or necessary to be done in and about the premises, 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 their or his or her
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/ Victor Insetta Chief Executive Officer, President April 23, 1998
- --------------------------- and Director (Principal Executive
Victor Insetta Officer)
/s/ Stuart P. Litt Principal Financial Officer April 23, 1998
- --------------------------- Director
Stuart P. Litt
/s/ Chester E. Spence Director April 23, 1998
- ---------------------------
Chester E. Spence
/s/ Rubin Blumkin Director April 23, 1998
- ---------------------------
Rubin Blumkin
/s/ O.Julian Garrard, III Director April 23, 1998
- ---------------------------
O. Julian Garrard, III
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<PAGE>
Exhibit Index
4.1 Amended Certificate of Incorporation.(1)
4.2 By-Laws.(2)
4.3 American Technical Ceramics Corp. 1997 Stock Option Plan.(*)
5.1 Opinion of Squadron, Ellenoff, Plesent & Sheinfeld, LLP.(*)
23.1 Consent of Squadron, Ellenoff, Plesent & Sheinfeld, LLP
(included in Exhibit 5).(*)
23.2 Consent of KPMG Peat Marwick LLP.(*)
24.1 Power of Attorney (included on the signature page hereof).(*)
- --------------------
(1) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1995.
(2) Incorporated by reference to Exhibit 3(b)(i) to the Company's
Registration Statement on Form S-18 (No. 2-96925-NY).
(*) Filed herewith.
- --------------------
II-5
<PAGE>
EXHIBIT 5
Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York New York 1017 6
April 23, 1998
American Technical Ceramics Corp.
17 Stepar Place
Huntington Station, NY 11746
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion, as counsel for American Technical Ceramics
Corp., a Delaware corporation (the "Company"), in connection with the
registration statement on Form S-8 (the "Registration Statement" ), filed with
the Securities and Exchange Commission under the Securities Act of 1933 (the
"Act"). The Registration Statement relates to, among other things, an offering
by the Company of an aggregate of up to 400,000 shares of common stock, par
value $.01 per share, of the Company (the "Common Stock") pursuant to the
American Technical Ceramics Corp. 1997 Stock Option Plan.
We have examined such records and documents and made such examinations of
law as we have deemed relevant in connection with this opinion. It is our
opinion that when there has been compliance with the Act and the applicable
state securities laws, the shares of Common Stock to be sold by the Company,
when issued, delivered, and paid for in the manner described in the
Registration Statement, will be legally issued, and the shares of Common
Stock, when so issued, delivered and paid for, will also be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Registration Statement. In so doing, we do not admit
that we are in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
SQUADRON, ELLENOFF, PLESENT &
SHEINFELD, LLP
<PAGE>
EXHIBIT 23.2
The Board of Directors
American Technical Ceramics Corp.:
We consent to the use of our report, dated August 20, 1997, incorporated
herein by reference and to the reference to our firm under the heading
"Experts" in the Prospectus. Our report includes an explanatory paragraph
related to the adoption in 1995 of Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities."
KPMG PEAT MARWICK LLP
Jericho, New York
April 22, 1998
