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As filed with the Securities and Exchange Commission on April 21, 2000.
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________
PACIFIC AEROSPACE & ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
________________
WASHINGTON 91-1744587
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
430 Olds Station Road, Third Floor
Wenatchee, WA 98801
(509) 667-9600 (telephone)
(509) 667-9696 (facsimile)
(Address, including zip code, and telephone and facsimile numbers,
including area code, of registrant's principal executive offices)
________________
Donald A. Wright
430 Olds Station Road, Third Floor
Wenatchee, WA 98801
(509) 667-9600 (telephone)
(509) 667-9696 (facsimile)
(Name, address, including zip code, and
telephone and facsimile numbers, including area code, of agent for service)
Copy to:
L. John Stevenson, Jr.
Stoel Rives LLP
One Union Square, 36th Floor
600 University Street
Seattle, WA 98101-3197
(206) 624-0900 (telephone)
(206) 386-7500 (facsimile)
Approximate date of commencement of proposed sale to the public:
From time to time after the effectiveness of this registration statement.
If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with a dividend or
interest reinvestment plan, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [_]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
=====================================================================================================================
Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price per aggregate offering Registration
registered Registered share/(1)/ price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock 1,598,000 shares $1.65625 $2,646,687.50 $698.73
=====================================================================================================================
</TABLE>
/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on an estimated value of $1.65625 per share. This
value equals the average of the high and low prices of the Common Stock on the
Nasdaq National Market System on April 17, 2000.
- --------------------------------------------------------------------------------
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until either (1) the registrant
files an amendment specifically stating that this Registration Statement shall
become effective under Section 8(a) of the Securities Act of 1933, as amended;
or (2) until the date that the Securities and Exchange Commission declares this
Registration Statement to be effective.
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<PAGE>
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and it is not soliciting an offer to buy these
securities, in any state where the offer or sale is not permitted.
Resale Prospectus
Subject to Completion, dated April 21, 2000
[LOGO OF PACIFIC AEROSPACE & ELECTRONICS, INC.]
PACIFIC AEROSPACE & ELECTRONICS, INC.
1,598,000 Shares of Common Stock
<TABLE>
<S> <C>
Pacific Aerospace & Electronics, Inc. Pacific Aerospace develops, manufactures and markets high-performance
430 OLDS STATION ROAD, THIRD FLOOR electronics and metal components and assemblies for the aerospace,
WENATCHEE, WASHINGTON 98801 defense, electronics and transportation industries in the United
(509) 667-9600 States and Europe.
SELLING SHAREHOLDERS: These shares of common stock are being offered and sold from time to
SEE PAGES 15 AND 16 FOR THE NAMES OF THE SELLING time by certain of our current shareholders. We will not receive any
SHAREHOLDERS. of the proceeds from sale of these shares.
CLOSING SALE PRICE OF COMMON STOCK: The Selling Shareholders may offer the shares to the public for prices
$1.78125 PER SHARE ON APRIL 19, 2000 computed as follows:
. Fixed prices,
. Prevailing market prices,
TRADING MARKET AND SYMBOL: NASDAQ NATIONAL MARKET . Formula prices relating to prevailing market prices, or
SYSTEM -- PCTH. . Negotiated prices.
</TABLE>
Potential investors should consider the Risk Factors starting on page 3
before purchasing the shares.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the shares, or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
_________________, 2000
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TABLE OF CONTENTS
Section Page
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Risk Factors...................................................... 3
Information Incorporated by Reference............................. 12
Available Information............................................. 13
Selling Shareholders.............................................. 14
Plan of Distribution.............................................. 16
Experts........................................................... 17
Legal Matters..................................................... 17
----------------------
Prospective investors may rely only on information contained in this prospectus.
Neither Pacific Aerospace & Electronics, Inc. (also referred to in this
prospectus as "we," "Pacific Aerospace" or the "Company") nor the Selling
Shareholders have authorized any person to provide prospective investors with
any information other than that contained in this prospectus. This prospectus is
not an offering in any jurisdiction where such offering is not permitted. The
information contained in this prospectus is correct only as of the date of the
prospectus, regardless of the time of the delivery of this prospectus or any
sale of the shares.
----------------------
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RISK FACTORS
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An investment in shares of our common stock involves certain risks. You should
carefully consider all of the information set forth in this prospectus. In
particular, you should evaluate the following risk factors before making an
investment in the shares of our common stock. If any of the following
circumstances actually occur, our business, financial condition and results of
operations could be materially and adversely affected. If that occurs, the
trading price of our common stock could decline, and you could lose all or part
of your investment.
Some of these risk factors contain "forward-looking statements." These
forward-looking statements are not guarantees of our future performance. They
are subject to risks and uncertainties related to business operations, some of
which are beyond our control. Any of these risks or uncertainties may cause
actual results or future circumstances to differ materially from the
forward-looking statements set forth in this section.
- --------------------------------------------------------------------------------
We need to manage our rapid growth to be successful.
We have experienced rapid growth from both operations and acquisitions. This
growth has placed and will continue to place significant demands on our
managerial, administrative, financial and operational resources. For example,
both our total number of employees and the number of our operating sites nearly
doubled as a result of acquiring our European Aerospace Group, which was formed
when we acquired Aeromet International PLC in July 1998. Our operating divisions
have had different accounting systems, which we have integrated or are in the
process of integrating. As we grow and our business operations become more
complex, we will need to be increasingly diligent in our business decisions to
comply with regulatory and accounting requirements. To manage our growth
effectively, we must continue to improve our operational, accounting, financial
and other management processes and systems. We must also continue to attract and
retain highly skilled management and technical personnel.
We have reported net losses for recent periods, and we may continue to incur net
losses.
We reported a net loss of $12,869,000 for our fiscal year ended May 31, 1999,
and we reported a net loss of $5,195,000 for the nine months ended February 29,
2000. We can offer no assurance that profitable operations will be achieved in
the near future or that any profitable operations will be sustained. Our ability
to achieve a profitable level of operations in the future will depend on many
factors, including our ability to reduce the level of our debt, to assimilate
our recent and potential future acquisitions and to finance production, our
ability to develop new products, the degree of market acceptance of existing and
new products, and the level of competition in those markets in which we operate.
We have significant debt that could have disadvantages for us.
We incurred substantial debt and payment obligations to finance the Aeromet
acquisition and ongoing operations. This debt could have important consequences,
such as:
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. making us unable to obtain additional financing in the future,
. diverting a significant portion of our cash flow to principal and
interest payments and away from operations, acquisitions and capital
expenditures,
. increasing our interest expense, and decreasing our net income,
. putting us at a competitive disadvantage in relation to competitors
with less debt, or
. limiting our flexibility in adjusting to downturns in our business or
market conditions.
If we do not perform well in the future, we might not be able to pay our debt.
Our future financial and operating performance will determine our ability to pay
our debt. Many factors affect our performance. Because some of these factors are
beyond our control, we might not have sufficient cash flow to make our debt
payments when scheduled, or at all. If we do not maintain sufficient cash flow
to make our debt payments, we could be forced to:
. reduce or delay capital expenditures,
. dispose of material assets or operations, potentially at a loss,
. restructure or refinance our debt at potentially higher rates of
interest, or
. seek additional equity capital, which would probably dilute the value
of the shares held by our existing shareholders.
We may not be able to do any of these things, or we may not be able to do them
on satisfactory terms. In addition, if we could not repay our secured debt,
secured lenders could proceed against any collateral securing that debt.
Our debt limits our flexibility.
We must comply with a number of significant covenants imposed by the agreements
that govern our debt. Those covenants restrict a number of our activities,
including our ability to:
. dispose of or create liens on assets,
. incur additional indebtedness,
. prepay or amend certain debt,
. pay dividends or repurchase stock,
. enter into sale and leaseback transactions,
. make investments, loans or advances,
. engage in acquisitions, mergers or consolidations,
. make capital expenditures,
. change the business we conduct, or
. engage in certain transactions with related parties.
If we breach any of these covenants, the lenders may be able to declare all
amounts we owe to be immediately due and payable. As a result, our lenders might
terminate their commitments
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to extend further credit to us. In addition, if there is a change of control of
our company, we may be required to repay our debt. Any of these events could
harm our business and financial performance.
We may need to raise additional cash.
We believe that our existing cash and credit facilities will be sufficient to
meet our obligations as they become due during fiscal 2000. However, we may need
to obtain additional cash after fiscal 2000. Our actual cash needs, however,
will depend on many unpredictable factors, including:
. cash generated from or used by operations,
. interest due on our variable rate debt,
. early repayment of debt, redemption of preferred stock, or other
unexpected cash expenditures,
. capital expenditures required to remain
competitive, and
. cash required for acquired companies, future acquisitions, and
financing transaction costs.
As a result of these factors, we cannot predict accurately the amount or timing
of our future cash needs. If we cannot obtain additional cash if and when
needed, we may be unable to fund all our obligations as they become due or at
all. Should we need to dispose of assets to generate cash, we can offer no
assurance that the carrying values will be realizable upon liquidation outside
of the ordinary course of business. Our ability to obtain additional cash if and
when needed could have a material adverse effect on our financial position and
result of operations.
We need to manage the risks posed by our acquisitions and our acquisition
strategy.
Pacific Aerospace has pursued an aggressive growth strategy. We expect to
continue to evaluate and pursue potential strategic acquisitions. The success of
this strategy depends on our ability to manage the risks associated with
acquisitions. These risks include:
. our ability to assess the value, strengths and weaknesses of
acquisition candidates accurately,
. our effectiveness in implementing necessary changes at newly acquired
subsidiaries,
. possible diversion of management attention from our operations, and
. possible increased borrowings, disruption of product
development cycles and dilution of earnings per share.
We incurred substantial losses because of our acquisition of Electronic
Specialty Corporation and our investment in Orca Technologies, Inc. The size of
our European Aerospace Group has caused and will continue to cause it to have a
significant impact on our future financial results. If we do not manage these or
other acquisition risks, our acquisition strategy may not succeed.
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Maintaining our European Aerospace Group subjects us to additional risks because
we have foreign operations.
These risks include:
. our ability to manage operations in the United Kingdom effectively from
our Wenatchee, Washington headquarters,
. unfavorable changes in foreign government policies, regulations,
tariffs, taxes and other trade barriers,
. exchange controls and limitations on dividends or other payments, and
. devaluations and fluctuations in currency exchange rates.
Our foreign operations also subject us to foreign currency risks.
Because of our European Aerospace Group, we may decide to engage in hedging
transactions to protect against losses if the exchange rate between the U.S.
dollar and the British pound sterling changes. However, hedging transactions may
not completely offset such losses. Our European Aerospace Group has a few
contracts that are in European currencies other than British pounds sterling, or
in U.S. dollars. We believe that the conversion of European currencies to the
Euro will not have a material adverse effect on the European Aerospace Group's
business or financial condition.
We depend on some significant customers who may be able to influence our
business.
Our top ten customers in terms of revenues during fiscal 1999 together accounted
for approximately 47% of our revenues for that year, and no other customer
accounted for more than 2% of our revenues. Only the top four customers
individually accounted for 5% or more of our revenues, with The Boeing Company
at approximately 13%, PACCAR, Inc. at approximately 8%, Rolls-Royce plc at
approximately 7%, and British Aerospace plc at approximately 5%. Because of the
relatively small number of customers for most of our products, our largest
customers can influence product pricing and other terms of trade. If we were to
lose any of our largest customers, or if they reduced or canceled orders, our
business and financial performance could be harmed.
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We operate in industries that are subject to cyclical downturns.
We operate in historically cyclical industries. The aerospace, defense and
transportation industries are sensitive to general economic conditions, and past
recessions have adversely affected these industries. In past years, a number of
factors have adversely affected the aerospace industry, including increased fuel
and labor costs, and intense price competition. Recently, the commercial
aircraft industry has experienced a downturn in the rate of its growth due to
changing economic conditions and as a result of the ongoing financial crisis in
Asia, which has caused reduction in production rates for some commercial airline
programs. Additional cancellations or delays in aircraft orders from Asian
customers of Boeing or Airbus could reduce demand for our products and could
have a material adverse effect on our business and financial performance. These
cyclical factors and general economic conditions may lead to a downturn in
demand for our core products.
The loss of any of our key management or technical personnel could negatively
affect our ability to manage our business.
We believe that our ability to successfully implement our business strategy and
to operate profitably depends significantly on the continued employment of our
senior management team, led by our president, Donald A. Wright, and our
significant technical personnel. We have key man life insurance policies on the
life of Mr. Wright totaling $8 million. Our business and financial results could
be materially adversely affected if Mr. Wright, other members of the senior
management team, or significant technical personnel become unable or unwilling
to continue in their present employment. In addition, our growth and future
success will depend in large part on our ability to retain and attract
additional board members, senior managers and highly skilled technical
personnel. Competition for such individuals is intense, and we may not be
successful in attracting and retaining them, which could interfere with our
ability to manage our business.
We may not be able to convert all of our backlog into revenue.
We sell the majority of our products through individual purchase orders. Many of
our customers would have the right to terminate orders by paying the cost of
work in process plus a related profit factor. Historically, we have experienced
no significant order cancellations. As of May 31, 1999, we had purchase orders
and contractual arrangements evidencing anticipated future deliveries, which we
treat as backlog, through fiscal year 2001 of approximately $100 million. We
expect to deliver approximately $80 million of this backlog in fiscal year 2000.
We may not be able to complete all of that backlog and book it as net sales, if
we experience cancellations of pending contracts or terminations or reductions
of contracts in progress.
We need to adapt to technological change and develop new products.
The market for our products is characterized by evolving technology and industry
standards, changes in customer needs, adaptation of products to customer needs,
and new product
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introductions. Our competitors from time to time may announce new products,
enhancements, or technologies that have the potential to replace or render our
existing products obsolete. Our success will depend on our ability to:
. enhance our current products and develop new products to meet changing
customer needs, and achieve market acceptance of those products, and
. anticipate or respond to evolving industry standards and other
technological changes on a timely and cost-effective basis.
We have substantial competition in many of the markets that we serve.
Many of our competitors have greater financial resources, broader experience,
better name recognition and more substantial marketing operations than we do,
and they represent substantial long-term competition for us. Components and
products similar to those we make can be made by competitors using a number of
different manufacturing processes. We believe that our manufacturing processes,
proprietary technologies, and experience provide significant advantages to our
customers. However, competitors can use alternative forms of manufacturing to
produce many of the components and products that we make. In addition, we expect
our competitors to continue making new developments, and our competitors could
develop products that customers view as more effective or more economical than
our product lines. We may not be able to compete successfully against current
and future competitors, which could seriously harm our business.
If we cannot obtain raw materials when needed and at a reasonable cost, we could
have difficulty producing cost-effective products and delivering them on time.
Our European Aerospace Group obtains approximately 70% of its titanium from one
supplier and is subject to a lead time of approximately 65 weeks in ordering and
obtaining titanium. While the European Aerospace Group generally has managed the
ordering process to obtain titanium when needed, a labor strike at the supplier
negatively affected the group's ability to obtain timely deliveries of titanium
during fiscal 1999. Although the shortage of titanium did not have a material
adverse effect on our European Aerospace Group's business or on our overall
financial condition, we lost some business due to customers' dual sourcing
contracts, and some customer orders that were expected to be delivered in fiscal
1999 were delayed into fiscal 2000. The effect of the strike emphasizes the fact
that a failure to obtain titanium or other raw materials when we need them, or
significant cost increases imposed by suppliers of raw materials such as
titanium or aluminum, could damage our business and financial performance. We
generally have readily available sources of all raw materials and supplies we
need to manufacture our products and, where possible, we maintain alternate
sources of supply. However, we do not have fixed price contracts or arrangements
for all of the raw materials and other supplies we purchase. We have experienced
in the past shortages of, or price increases for, certain raw materials and
supplies that we use, and shortages or price increases may occur in the future.
Future shortages or price fluctuations could have a material adverse effect on
our ability to manufacture and sell our products in a timely and cost-effective
manner.
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We need to protect our intellectual property and proprietary rights, and
protection may be costly and not always available.
Significant aspects of our business depend on proprietary processes, know-how
and other technology that are not subject to patent protection. We rely on a
combination of trade secret, copyright and trademark laws, confidentiality
procedures, and other intellectual property protection to protect our
proprietary technology. However, our competitors may still develop or utilize
technology that is the same as or similar to our proprietary technology.
We have 33 U.S. patents, seven U.S. patent applications pending, two PCT
International patent applications pending, one Canadian patent application
pending, and one European patent enforceable in the U.K., most of which pertain
to our U.S. Electronics Group. In addition, our European Aerospace Group has one
patent application pending in several jurisdictions. We can provide no assurance
that any of the patent applications will result in issued patents, that existing
patents or any future patents will give us any competitive advantages for our
products or technology, or that, if challenged, these patents will be held valid
and enforceable. Most of our issued patents expire at various times over the
next 15 years, with 18 patents expiring over the next five years. Although we
believe that the manufacturing processes of much of our patented technology are
sufficiently complex that competing products made with the same technology are
unlikely, our competitors may be able to design competing products using the
same or similar technology after these patents have expired.
Despite the precautions we have taken, unauthorized parties may attempt to copy
aspects of our products or obtain and use information that we regard as
proprietary. Existing intellectual property laws give only limited protection
with respect to such actions, and policing violations of these laws is
difficult. The laws of certain countries in which our products are or may be
distributed do not protect products and intellectual property rights to the same
extent as do the laws of the United States. We could be required to enter into
costly litigation to enforce our intellectual property rights or to defend
infringement claims by others. Infringement claims could require us to license
the intellectual property rights of third parties, but licenses may not be
available on reasonable terms, or at all.
We could be subject to product liability claims and lawsuits for harm caused by
our products.
We maintain product liability insurance with a maximum coverage of $2 million.
However, this insurance may not be sufficient to cover any claims that may
arise. A successful product liability claim in excess of our insurance coverage
could have a material adverse effect on our business and financial performance.
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We must comply with environmental laws, and any failure to do so could subject
us to claims or regulatory action.
Our facilities are subject to regulations concerning solid waste disposal,
hazardous materials generation, storage, use and disposal, air emissions, waste
water discharge, employee health and other environmental matters. Proper waste
disposal and environmental regulation are major considerations for us because a
number of the metals, chemicals and other materials used in and resulting from
our manufacturing processes are classified as hazardous substances and hazardous
wastes. If we do not meet permitting and other requirements of applicable
environmental laws, we could be liable for damages and for the costs of remedial
actions. We could also be subject to fines or other penalties, including
revocation of permits needed to conduct our business. Any permit revocation
could require us to cease or limit production at one or more of our facilities,
which could damage our business and financial performance. We have an ongoing
program of monitoring and addressing environmental matters, and from time to
time in the ordinary course of business we are required to address minor issues
of noncompliance at our operating sites. From time to time, we identify certain
operations or processes that lack required permits or otherwise are not in full
compliance with applicable environmental laws. Although we believe these items
have not been material to date, our policy is to take steps promptly to remedy
any noncompliance.
Environmental laws could become more stringent over time, imposing greater
compliance costs and increasing risks and penalties associated with any
violations. As a generator of hazardous materials, we are subject to financial
exposure with regard to our properties even if we fully comply with these laws.
In addition, certain of our facilities are located in industrial areas and have
lengthy operating histories. As a consequence, it is possible that historical or
neighboring activities have affected properties we currently own, and that, as a
result, additional environmental issues may arise in the future, the precise
nature of which we cannot now predict. Any present or future noncompliance with
environmental laws or future discovery of contamination could have a material
adverse effect on our results of operations or financial condition.
We are subject to costs and risks from our U.S. government contracts and federal
laws.
Certain of our products are manufactured and sold under United States government
contracts or subcontracts. As with all companies that provide products or
services to the United States government, we are directly and indirectly subject
to various federal rules, regulations and orders applicable to government
contractors. Some of these regulations relate specifically to the
seller-purchaser relationship with the government, such as the bidding and
pricing rules. Under regulations of this type, we must observe certain pricing
restrictions, produce and maintain detailed accounting data, and meet various
other requirements. We are also subject to many regulations affecting the
conduct of our business generally. For example, in the United States we must
adhere to federal acquisition requirements and standards established by the
Occupational Safety and Health Act relating to labor practices and occupational
safety standards. We are currently updating and implementing written policies
and training programs relating to employee health and safety matters at several
of our facilities. Violation of
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applicable government rules and regulations could result in civil liability, in
cancellation or suspension of existing contracts, or in ineligibility for future
contracts or subcontracts funded in whole or in part with federal funds. In
addition, some of our customers are in the defense industry, and loss of
governmental certification by these customers could cause them to reduce or
curtail their purchases from us, which could harm our business.
Our outstanding Series B Convertible Preferred Stock could adversely affect the
interests of common shareholders.
Our outstanding Series B Convertible Preferred Stock is convertible into common
stock at conversion prices that vary with the market price of our common stock.
For that reason, and because each holder of Preferred Stock has the right to
choose both the times at which the holder will convert and the amount that the
holder will convert at any particular time, we cannot predict the conversion
prices at which the Preferred Stock will be converted or the number of shares of
common stock into which the Preferred Stock will be converted. In general, if
the market price of our common stock rises, fewer shares will be issuable upon
conversion, and if the market price of our common stock falls, more shares will
be issuable upon conversion. However, if all of the 51,125 shares of Preferred
Stock outstanding on April 17, 2000 were converted at $1.66, which was the
conversion price on that date, it would be converted into an additional
3,086,792 shares of common stock. The shares of Common Stock issued upon
conversion of the Preferred Stock can be resold by the holders into the public
market pursuant to SEC Rule 144, subject to certain limitations, and, if
requested by the holders, we are obligated to register those shares to the
extent necessary to permit the holders to resell into the public market.
The conversion of Preferred Stock has resulted in dilution to the equity
interests of other holders of our common stock and is expected to result in
further dilution. This could result in a decrease in the relative voting power
of the common stock outstanding prior to the conversion of the Preferred Stock.
Furthermore, to the extent that the holders of the Preferred Stock convert and
then sell their shares of common stock, the market price of the common stock
could decrease because of the additional shares being sold into the market. A
reduced price could allow the holders of the Preferred Stock to convert their
shares into larger amounts of common stock, the sale of which could further
depress the market price of the common stock and encourage short sales by the
holders of the Preferred Stock or others. This could place further downward
pressure on the market price of our common stock. In addition, the greater
number of outstanding shares, the possibility of dilution and decreased market
price, and the overhang resulting from the existence of the Preferred Stock
could inhibit our opportunities to obtain additional public or private financing
when and if needed or on terms acceptable to us. If the Company were sold, under
certain circumstances, the holders of Preferred Stock would be entitled to
payment of a designated amount from the sale proceeds before any payment could
be made to holders of common stock.
The ability of the holders of Preferred Stock to convert at any time could make
it possible, depending on the applicable conversion price, for a group of the
holders to convert and retain a sufficient number of shares of common stock to
effect a change of control of the Company. If
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that occurred, in addition to the changes that would ordinarily be associated
with a change in control, certain changes of control, such as beneficial
ownership by a group of more than 35% of the voting power of outstanding stock,
could have the effect of requiring us to offer to repurchase the notes held by
each holder of the Company's 11 1/4% senior subordinated notes at a cash price
equal to 101% of the principal amount, plus accrued interest and possible
liquidated damages. We do not currently have sufficient cash to repurchase the
notes, and a failure to offer to repurchase the notes in the event of such a
change of control would constitute a default under the indenture.
Future issuances or resales of a significant number of shares of our common
stock could negatively affect the market price of our stock.
Sales of a significant number of shares of common stock in the public market or
the prospect of such sales could adversely affect the market price of our common
stock. This offering covers the resale by the Selling Shareholders of 1,598,000
shares of common stock. As of April 17, 2000, we have also reserved 2,295,000
common shares for issuance under our publicly traded warrants, 2,923,948 common
shares for issuance under options outstanding under our stock incentive plan,
86,637 common shares for issuance under options outstanding under our
independent director stock plan, and 638,609 common shares for issuance under
other warrants and options. We also have an employee stock purchase plan
permitting employees to purchase shares of common stock using payroll
deductions, subject to certain limits. Shares issued upon exercise of our
outstanding warrants or options or pursuant to the employee stock purchase plan
would be available for resale in the public markets, subject in some cases to
volume and other limitations.
Any future issuance of a significant number of common shares, or any future
resales by the holders of a significant number of common shares, or the prospect
of such issuances or resales, could negatively affect the market price of our
common stock.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" certain of our publicly-filed
documents into this prospectus, which means that information included in those
documents is considered part of this prospectus. Information that we file with
the SEC after the date of this prospectus will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until the Selling Shareholders
have sold all the shares.
The following documents filed with the SEC are incorporated by
reference in this prospectus:
1. Our annual report on Form 10-K for the year ended May 31, 1999;
2. Our quarterly report on Form 10-Q for the quarter ended August 31,
1999;
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3. Our quarterly report on Form 10-Q for the quarter ended November 30,
1999;
4. Our quarterly report on Form 10-Q for the quarter ended February 29,
2000;
5. Our definitive proxy statement dated September 3, 1999;
6. Our definitive proxy statement dated February 4, 2000; and
7. The description of our common stock set forth in our registration
statement on Form 8-B as filed with the SEC on February 6, 1997.
You may request free copies of these filings by writing or telephoning us at the
following address: Pacific Aerospace & Electronics, Inc., 430 Olds Station Road,
Third Floor, Wenatchee, Washington 98801, Attention: Mr. Tom Barrows, Investor
Relations, (509) 667-9600.
The information relating to Pacific Aerospace contained in this prospectus is
not comprehensive, and you should read it together with the information
contained in the incorporated documents.
AVAILABLE INFORMATION
This prospectus is part of a registration statement that we filed with the SEC.
Certain information in the registration statement has been omitted from this
prospectus in accordance with SEC rules.
We file annual, quarterly and special reports and other information with the
SEC. You may read and copy the registration statement and any other document
that we file at the SEC's public reference rooms located at Room 1024, Judiciary
Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; 7 World Trade Center,
Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov.
Statements contained in this prospectus as to the contents of any contract or
other document referred to are not necessarily complete, and in each instance
you should refer to the copy of the contract or other document filed as an
exhibit to the registration statement.
13
<PAGE>
SELLING SHAREHOLDERS
The Selling Shareholders are offering up to 1,598,000 shares of common stock
(the "Shares") pursuant to this prospectus. The Shares were sold by the Company
to the Selling Shareholders in a private placement that closed on March 21,
2000. The private placement was made pursuant to the exemption from registration
contained in Rule 506 of Regulation D under the Securities Act.
This prospectus and the related registration statement which has been filed by
the Company with the SEC will allow the Selling Shareholders to resell the
Shares to third parties according to the plan of distribution described in this
prospectus. See "Plan of Distribution." In the stock purchase agreements between
the Company and the Selling Shareholders, the Company agreed to use its best
efforts to file this registration statement with the SEC in order to permit such
resale.
No Selling Shareholder has held any position or office or has had any other
material relationship with the Company or any of its affiliates within the past
three years, except that Pensionkasse der Siemens-Gesellschaften in der Schweiz,
the Pension Fund of the Siemens Companies in Switzerland ("Siemens"), has been a
significant shareholder of the Company since November, 1998. The Company has
been advised that as of April 17, 2000, Siemens held 1,550,000 shares of common
stock, including the 150,000 shares covered by this prospectus, which
constituted 5.32% of the outstanding common stock on that date. The Company
believes that Siemens intends to sell pursuant to Rule 144 its shares of common
stock not covered by this prospectus.
The following table sets forth certain information as of April 17, 2000, to the
best of the Company's knowledge, regarding the ownership of common stock by the
Selling Shareholders and as adjusted to give effect to the sale of the Shares
offered by this prospectus.
14
<PAGE>
<TABLE>
<CAPTION>
Ownership After Offering if
All Shares Offered by
this Prospectus are Sold
------------------------
Shares Owned Shares Being
Selling Shareholder Prior to Offering Offered Shares Percent/(1)/
- ------------------- ----------------- ------- ------ -------
<S> <C> <C> <C> <C>
Bank Julius Baer & Co. Ltd. 0 350,000 0 --
GPM Globo Portfolio Management AG 0 195,000 0 --
Capital International Fund Ltd. 0 240,000 0 --
Personalvorsorgestiftung FREY + 0 25,000 0 --
GOETSCHI AG
Rallye 0 5,000 0 --
Lise Wildhaber 0 3,000 0 --
Alfred Huettich 0 3,000 0 --
Yvonne Loepfe 0 5,000 0 --
Susanna Fried 0 2,000 0 --
Thomas Brack 0 5,000 0 --
Kurt Brack 0 10,000 0 --
Radora Stiftung 0 85,000 0 --
Galdano Stiftung 0 1,000 0 --
Galaro Stiftung 0 3,500 0 --
Par Stiftung 0 2,500 0 --
Balonika Stiftung 0 3,000 0 --
Polsa Management Ltd., B.V.I 0 35,000 0 --
Salomon Guggenheim 0 50,000 0 --
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Ownership After Offering if
All Shares Offered by
this Prospectus are Sold
------------------------
Shares Owned Shares Being
Selling Shareholder Prior to Offering Offered Shares Percent/(1)/
- ------------------- ----------------- ------- ------ -------
<S> <C> <C> <C> <C>
Pensionkasse der Siemens-
Gesellschaften in der Schweiz 1,550,000/(2)/ 150,000 1,400,000/(2)/ 4.81%
F.I.T. Delta Growth Fund 0 50,000 0 --
Hans Rahn 0 60,000 0 --
F.I.T. FRONTIER FUND 0 40,000 0 --
Liechtensteinische Landesbank AG 0 50,000 0 --
Coutts Bank (Switzerland) Ltd., Zurich 0 35,000 0 --
Rabo Robeco Bank (Switzerland) Ltd. 0 140,000 0 --
CAT Finance AG Zurich 0 50,000 0 --
-----------------
Total 1,598,000
</TABLE>
- -----------------------
(1) Based on the 29,130,686 shares of common stock outstanding on April 17,
2000.
(2) Siemens filed a Form 144 with the SEC on approximately February 24, 2000,
and based on that filing, the Company believes that Siemens intends to sell
pursuant to Rule 144 the shares shown above as owned prior to this offering,
other than its 150,000 shares covered by this prospectus. Accordingly, the
shares owned by Siemens after this offering may be significantly less than the
number shown above.
PLAN OF DISTRIBUTION
The Shares may be sold to third parties in transactions (a) on Nasdaq, (b) in
privately negotiated transactions, (c) by writing options on the Shares, or (d)
by a combination of such methods, at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices relating to such prevailing
market prices, or at negotiated prices. In addition, any of the Shares that
qualify for sale pursuant to Rule 144 under the Securities Act may be sold in
transactions complying with that Rule, rather than pursuant to this prospectus.
However, there is no assurance that the Selling Shareholders will sell any or
all of the Shares.
16
<PAGE>
The Selling Shareholders may sell the Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders or the buyers of the
Shares for whom such broker-dealers may act as agents or to whom they may sell
as principals, or both (which compensation as to a particular broker-dealer may
be in excess of customary commissions). Any broker-dealer may act as a
broker-dealer on behalf of the Selling Shareholders in connection with the
offering of certain of the Shares by the Selling Shareholders. The Selling
Shareholders and any broker-dealers who act in connection with the sale of the
Shares under this prospectus may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principals may be deemed to be
underwriting discounts and commissions under the Securities Act.
The Company will not receive any proceeds from sales of the Shares by the
Selling Shareholders. The Company has agreed to pay certain expenses (other than
any underwriting costs or selling commission and fees), in connection with the
registration of the Shares. The Company has agreed to indemnify the Selling
Shareholders, and the Selling Shareholders have agreed to indemnify the Company,
against certain liabilities under the Securities Act.
EXPERTS
The consolidated financial statements of Pacific Aerospace & Electronics, Inc.
incorporated by reference in this prospectus and identified below were audited
by the following independent public accountants, as indicated in their reports:
. KPMG LLP for the fiscal years ended May 31, 1998 and 1999; and
. Moss Adams LLP for the fiscal year ended May 31, 1997.
These financial statements are incorporated by reference in this prospectus and
included in the registration statement in reliance upon the authority of the
above firms in accounting and auditing.
LEGAL MATTERS
The validity of the issuance of the Shares offered by this prospectus has been
passed upon for the Company by Stoel Rives LLP of Seattle, Washington.
17
<PAGE>
No person is authorized to give any information or to make any representation
regarding this offering other than those contained in this prospectus. Any
further information or representation has not been authorized by Pacific
Aerospace. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy the shares:
. in any jurisdiction in which such offer to sell or solicitation is not
unauthorized;
. in any jurisdiction in which the person making such offer or
solicitation is not qualified to do so; or
. to any person to whom it is unlawful to make such offer or solicitation.
The delivery of this prospectus and any sale under this prospectus shall not
create any implication that the affairs of Pacific Aerospace are unchanged, or
that the information contained in this prospectus is correct, at any time after
the date of this prospectus.
- --------------------------------------------------------------------------------
PACIFIC AEROSPACE &
ELECTRONICS, INC.
1,598,000 SHARES
OF
COMMON STOCK
------------------------
PROSPECTUS
--------------------------------
____________, 2000
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Distribution.
------------------------------
The following table sets forth the expenses incurred in connection with the sale
and distribution of the securities being registered, other than underwriting
discounts and commissions. All of the amounts shown are estimated except the SEC
registration fee and the Nasdaq listing fee.
SEC registration fee................................... $ 699
Nasdaq National Market listing fee..................... 17,500
Legal fees and expenses................................ 10,000
Accounting fees and expenses........................... 7,000
Miscellaneous.......................................... 301
-------
Total.................................................. $35,500
Item 15. Indemnification of Officers and Directors.
-----------------------------------------
Article 8 of the Company's Articles of Incorporation authorizes the Company to
indemnify its directors to the fullest extent permitted by the Washington
Business Corporation Act through the adoption of bylaws, approval of agreements,
or by any other manner approved by the Board of Directors.
In accordance with such authorization, Section 10 of the Company's Bylaws (the
"Bylaws") requires indemnification, to the fullest extent permitted by
applicable law, of any person who is or has served as a director or officer of
the Company, as well as any person who, while serving as a director or officer
of the Company, served at the request of the Company as a director, officer,
employee or agent of another entity, against expenses reasonably incurred
because such person was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether formal or
informal, civil, criminal, administrative or investigative.
Notwithstanding these indemnification obligations, Section 10 of the Bylaws
states that no indemnification will be provided (a) to the extent that such
indemnification would be prohibited by the Washington Business Corporation Act
or other applicable law as then in effect, or (b) except with respect to
proceedings seeking to enforce rights to indemnification, to any director or
officer seeking indemnification in connection with a proceeding initiated by
such person unless such proceeding was authorized by the Board of Directors.
Section 10 of the Bylaws also provides that expenses incurred in defending any
proceeding in advance of its final disposition shall be advanced by the Company
to the director or officer upon receipt of an undertaking by or on behalf of
such person to repay such amount if it is ultimately determined that such person
is not entitled to be indemnified by the Company, except where the Board of
Directors adopts a resolution expressly disapproving such
II-1
<PAGE>
advancement. Section 10 of the Bylaws also authorizes the Board to indemnify and
advance expenses to employees and agents of the Company on the same terms and
with the same scope and effect as the provisions thereof with respect to the
indemnification and advancement of expenses to directors and officers.
Item 16. Exhibits.
--------
Exhibit
Number Description
4.l Articles of Incorporation of Pacific Aerospace & Electronics,
Inc./(1)/
4.2 Amendment to Articles of Incorporation containing Designation of
Rights and Preferences of Series B Convertible Preferred
Stock./(2)/
4.3 Bylaws of Pacific Aerospace & Electronics, Inc./(1)/
4.4 Form of specimen certificate for Common Stock./(1)/
4.5 Form of Stock Purchase Agreement between Pacific Aerospace &
Electronics, Inc. and the purchasers in the Company's March 2000
private placement./(3)/
5.1 Opinion of Stoel Rives LLP./(4)/
23.1 Consent of KPMG LLP./(4)/
23.2 Consent of Moss Adams LLP./(4)/
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Power of Attorney for officers and directors./(4)/
- --------------------------------------------------------------------------------
/(1)/ Incorporated by reference to the Company's Current Report on Form 8-K
filed on December 12, 1996.
/(2)/ Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ending May 31, 1998.
/(3)/ Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ending February 29, 2000.
/(4)/ Filed with this Registration Statement.
Item 17. 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 this
registration statement (or the most recent post-
effective amendment thereof) that, individually or in
the aggregate, represent a fundamental change in the
information set forth in this registration statement;
and
II-2
<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)(1)(i) and (a)(1)(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 with or furnished to the Commission
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 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 that 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
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 of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under "Plan of Distribution" and Item 15, 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 Securities Act of 1933
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 of 1933 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, as amended, PACIFIC
AEROSPACE & ELECTRONICS, INC. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in Wenatchee, Washington, on
April 21, 2000.
PACIFIC AEROSPACE & ELECTRONICS, INC.
By: /s/ Donald A. Wright
---------------------------------------
Donald A. Wright, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities indicated on April 21, 2000.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ Donald A. Wright President, Chief Executive Officer and Director
- ------------------------------------------
Donald A. Wright (Principal Executive Officer)
/s/ Nick A. Gerde* Chief Financial Officer, Vice President Finance
- -------------------------------------------
Nick A. Gerde and Treasurer (Principal Financial and Accounting Officer)
/s/ Allen W. Dahl, M.D.* Director
- ----------------------------------------
Allen W. Dahl, M.D.
/s/ Werner Hafelfinger* Director
- ------------------------------------------
Werner Hafelfinger
/s/ Dale L. Rasmussen* Director
- ------------------------------------------
Dale L. Rasmussen
/s/ William A. Wheeler* Director
- -----------------------------------------
William A. Wheeler
/s/ Robert M. Stemmler * Director
- -----------------------------------------
Robert M. Stemmler
*By /s/ Donald A. Wright
- -----------------------------------------
Donald A. Wright
(Attorney in Fact)
</TABLE>
II-4
<PAGE>
Exhibit Index
-------------
Exhibit
Number Description
4.l Articles of Incorporation of Pacific Aerospace & Electronics,
Inc./(1)/
4.2 Amendment to Articles of Incorporation containing Designation of
Rights and Preferences of Series B Convertible Preferred
Stock./(2)/
4.3 Bylaws of Pacific Aerospace & Electronics, Inc./(1)/
4.4 Form of specimen certificate for Common Stock./(1)/
4.5 Form of Stock Purchase Agreement between Pacific Aerospace &
Electronics, Inc. and the purchasers in the Company's March 2000
private placement./(3)/
5.1 Opinion of Stoel Rives LLP./(4)/
23.1 Consent of KPMG LLP./(4)/
23.2 Consent of Moss Adams LLP./(4)/
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Power of Attorney for officers and directors./(4)/
- --------------------------------------------------------------------------------
/(1)/ Incorporated by reference to the Company's Current Report on Form 8-K
filed on December 12, 1996.
/(2)/ Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ending May 31, 1998.
/(3)/ Incorporated by reference to the Company's Quarterly Report on Form 10-Q
for the quarterly period ending February 29, 2000.
/(4)/ Filed with this Registration Statement.
II-5
<PAGE>
Exhibit 5.1
April 21, 2000
The Board of Directors
Pacific Aerospace & Electronics, Inc.
Dear Sirs:
We have acted as counsel for Pacific Aerospace & Electronics, Inc. (the
"Company") in connection with the filing of a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration for resale of up to 1,598,000
shares of the Company's common stock (the "Shares"), which were issued in a
private placement that closed on March 21, 2000.
We have reviewed the corporate actions of the Company in connection with
this matter, and we have examined such documents as we deemed necessary for the
purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Washington; and
2. The Shares have been duly authorized and are validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ STOEL RIVES LLP
STOEL RIVES LLP
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
Board of Directors
Pacific Aerospace & Electronics, Inc.:
We consent to the reference to our firm under the heading "Experts" and to the
incorporation by reference into the Form S-3 filed by Pacific Aerospace &
Electronics, Inc. of our report dated July 16, 1999, except as to note 24 which
is as of August 19, 1999, relating to the consolidated balance sheets of Pacific
Aerospace & Electronics, Inc. as of May 31, 1998 and 1999 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the two-year period ended May 31, 1999, which report
appears in the May 31, 1999 annual report on Form 10-K of Pacific Aerospace &
Electronics, Inc.
/s/ KPMG LLP
Seattle, Washington
April 21, 2000
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Pacific Aerospace & Electronics, Inc., registering
1,598,000 shares of common stock, of our report dated July 2, 1997, appearing in
the Annual Report on Form 10-K of Pacific Aerospace & Electronics, Inc. for the
year ended May 31, 1999. We also consent to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Moss Adams LLP
Seattle, Washington
April 21, 2000
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY FOR FORM S-3 REGISTRATION STATEMENT
-----------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints DONALD A. WRIGHT, with full power to act, 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 this Registration Statement on Form S-3, and any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-3, 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 might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Power of Attorney has been signed by the following persons in the capacities
indicated on April 21, 2000:
Signature Title
--------- -----
/s/ Donald A. Wright President, Chief Executive Officer and
- ----------------------------------
Donald A. Wright Director (Principal Executive Officer)
/s/ Nick A. Gerde Chief Financial Officer, Vice
- ----------------------------------
Nick A. Gerde President Finance and Treasurer
(Principal Financial and Accounting
Officer)
/s/ Allen W. Dahl, M.D. Director
- ----------------------------------
Allen W. Dahl, M.D.
/s/ Werner Hafelfinger Director
- ----------------------------------
Werner Hafelfinger
/s/ Dale L. Rasmussen Director
- ----------------------------------
Dale L. Rasmussen
/s/ William A. Wheeler Director
- ----------------------------------
William A. Wheeler
/s/ Robert M. Stemmler Director
- ----------------------------------
Robert M. Stemmler
