<PAGE>
_________________________
As filed with the Securities and Exchange Commission on July 27, 2000
Registration No. ___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________
American Power Conversion Corporation
(Exact name of Registrant as specified in its charter)
________________________________________
<TABLE>
<S> <C> <C>
132 Fairgrounds Road
West Kingston, Rhode Island 02892
Massachusetts (401) 789-5735 04-2722013
(State or other jurisdiction (Address, including zip code, and telephone number, (I.R.S. Employer
of incorporation or organization) including area code, of Registrant's principal executive offices) Identification Number)
</TABLE>
________________________________________
Jeffrey J. Giguere, Esq.
132 Fairgrounds Road
West Kingston, Rhode Island 02892
(401) 789-5735
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________________________________
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
William B. Simmons, Esq.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities to be Registered Offering Price Per Share(1) Aggregate Offering Price(1) Registration
Registered Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share (2) 84,955 $46.75 $3,971,646.25 $1,049.00
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
/(2)/ Pursuant to Rule 457(c) under the Securities Act of 1933, the
registration fee has been calculated based upon the average of the high
and low prices per share of the common stock of American Power
Conversion Corporation on the Nasdaq National Market on July 21, 2000.
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being 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
dividend or interest reinvestment plans, 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 statement 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.[_]
American Power Conversion Corporation hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date
until American Power Conversion Corporation shall file a further amendment which
specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the registration statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may determine.
================================================================================
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell securities, and it is not soliciting offers to buy these securities in
any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 27, 2000
AMERICAN POWER CONVERSION CORPORATION
84,955 Shares
Common Stock
The selling stockholders are offering for sale up to 84,955 shares of our
common stock.
Our common stock is traded on the Nasdaq National Market under the symbol
"APCC" and the Pacific Stock Exchange under the symbol "ACC." The last reported
sale price of our common stock on the Nasdaq National Market on July 24, 2000
was $46.5625 per share.
Investing in the common stock involves risks.
See "Risk Factors" beginning on page 2.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is July __, 2000.
<PAGE>
You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the common stock.
________________________
TABLE OF CONTENTS
Page
Risk Factors.............................................................. 2
Use of Proceeds........................................................... 6
Selling Stockholders...................................................... 6
Plan of Distribution...................................................... 8
Legal Matters............................................................. 9
Experts................................................................... 9
Where You Can Find More Information....................................... 9
________________________
Our executive offices are located at 132 Fairgrounds Road, West Kingston,
Rhode Island 02892, and our telephone number is (401) 789-5735.
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<PAGE>
RISK FACTORS
You should carefully consider the risks described below before making an
investment decision.
If any of the following risks occur, our business, financial condition or
results of operations could be materially harmed. In that case the trading
price of our common stock could decline, and you may lose all or part of your
investment.
This prospectus also contains forward looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this
prospectus.
Our quarterly results are likely to be volatile.
Our quarterly operating results may fluctuate as a result of a number of
factors, including:
. the growth rates in the uninterruptible power supply industry products
and related industries;
. timing of orders from, and shipments to, customers;
. the timing of new product introductions and the market acceptance of
those products;
. increased competition;
. changes in manufacturing costs;
. changes in the mix of product sales;
. inventory risks due to shifts in market demand;
. component constraints and shortages;
. risks of nonpayment of accounts receivable;
. expansion of manufacturing capacity;
. factors associated with international operations; and
. changes in world economic conditions.
To remain competitive and expand our growth, we need to manage our growth
expansion effectively.
We have experienced, and are currently experiencing, a period of rapid
growth which has placed, and could continue to place, a significant strain on
our resources. In order to support the growth of our business, we plan to
continue expanding our level of global operations during 2000. If our
management is unable to manage growth effectively, our operating results could
be adversely affected.
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We currently compete with several firms providing uninterruptible power supply
products and services and expect competition to increase in the future, which
could affect our revenue and profitability.
We believe that we are one of less than ten global companies providing a
full range of uninterruptible power supply products and services worldwide. The
uninterruptible power supply industry, however, is highly competitive on both a
worldwide basis and a regional geographic basis. We compete, and will continue
to compete, with several U.S. and foreign firms with respect to uninterruptible
power supply products, both on a worldwide basis and in various geographical
regions, and within individual uninterruptible power supply product and
application niches. We expect competition to increase in the future from
existing competitors and a number of companies which may enter the our existing
or future markets. Increased competition could adversely affect our revenue and
profitability through price reductions and loss of market share. The principal
competitive factors in the uninterruptible power supply industry are:
. product performance and quality;
. marketing and access to distribution channels;
. customer services; and
. product design and price.
Some of our current and potential competitors have substantially greater
financial, technical, sales and marketing resources than we have. We may not be
able to continue to compete successfully with our existing competitors or with
new competitors.
Failure to alter our products to meet the demands of technological innovation
could seriously harm our business.
The market for our products is characterized by rapidly changing
technology, evolving industry standards and frequent new product introductions.
Current competitors or new market entrants may develop new products with
features that could adversely affect the competitive position of our products.
We may not be successful in selecting, developing, manufacturing and marketing
new products or enhancing our existing products or in responding effectively to
technological changes, new standards or product announcements by competitors.
The timely availability of new products and enhancements, and their acceptance
by customers are important to our future success. Delays in such availability
or a lack of market acceptance could have an adverse effect on our business.
Defects in our products could seriously harm our business.
Our products may have defects despite testing internally or by current or
potential customers. These defects could result in loss or delay in market
acceptance, which could have a material adverse effect upon the our business,
operating results, or financial condition.
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<PAGE>
Loss of any of our key personnel could seriously harm our business.
Our success depends to a significant degree upon the continuing
contributions of key management, sales, marketing, research and development and
manufacturing personnel, many of whom we would have difficulty replacing. We
believe that our future success will depend in large part upon our ability to
attract and retain highly-skilled hardware and software engineers, and
management, sales and marketing personnel. Competition for such personnel is
intense, and we may not be successful in attracting and retaining such
personnel. Failure to attract and retain key personnel could have a material
adverse effect on our business, operating results, or financial condition.
Because we depend on foreign revenues, we are exposed to currency fluctuations,
import barriers and other risks related to conducting foreign operations.
We manufacture and market our products worldwide through several foreign
subsidiaries, distributors, and resellers. Our worldwide operations are subject
to the risks normally associated with foreign operations including, but not
limited to:
. the disruption of markets;
. changes in export or import laws;
. restrictions on currency exchanges;
. potentially negative tax consequences; and
. the modification or introduction of other governmental policies with
potentially adverse effects.
International sales (sales to customers outside the United States, both direct
and indirect) accounted for approximately 47.3%, 43.2%, and 43.3% of our net
sales in 1999, 1998 and 1997, respectively. We anticipate that international
sales will continue to account for a significant portion of revenue. We invoice
our customers in various currencies. To date, we do not use any rate protection
agreements or derivative agreements to hedge any foreign exchange exposure.
Accordingly, we may be exposed to exchange losses based upon currency exchange
rate fluctuations, which losses could have a materially adverse effect on our
operating results.
Our reliance on sole source suppliers may result in product delays or price
increases.
We currently obtain some components of our products from single sources.
In the future, our suppliers may not be able to meet our demand for components
in a timely and cost-effective manner. We generally purchase these single or
limited source components using purchase orders and have no guaranteed supply
arrangements with the suppliers. In addition, the availability of many of these
components is dependent in part on our ability to provide the suppliers with
accurate forecasts of our future requirements. However, our operating results
and customer relationships could be adversely affected by either an increase in
prices for, or an interruption or reduction in supply of, any key components.
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<PAGE>
We have a limited ability to protect our intellectual property rights and others
could infringe on or misappropriate our propriety rights and information.
Our success will depend, to a large extent, on our ability to protect our
proprietary technology. We rely on a combination of contractual rights, trade
secrets, patents, and copyrights to protect our proprietary rights. Although we
own certain patents, and we have applied, and in the future we may apply, for
patents, our intellectual property protection may not be sufficient to prevent
competitors from developing similar technology. Moreover, in the absence of
patent protection, our business may be adversely affected by competitors which
independently develop functionally equivalent technology.
Our products may infringe on the intellectual property rights of others.
We attempt to ensure that our products and processes do not infringe upon
third party patents and other proprietary rights, but third parties may allege
such infringement in the future. If third parties allege or determine
infringement, we may not prevail in such a challenge. Furthermore, if
infringement is determined, we may not be able to obtain the necessary licenses
on acceptable terms, if at all.
If we are unable to identify and successfully integrate acquisitions, our
ability to expand and our financial results could suffer.
We have limited experience in integrating acquired companies or
technologies into our operations. We may from time to time pursue the
acquisition of other companies, assets, products or technologies. We may not be
able to integrate successfully products, technologies, distribution channels,
key personnel and businesses of acquired companies into our business or product
offerings. In addition, the integration of acquired companies may adversely
affect our business, operating results, or financial condition. Further, these
acquired companies, assets, products or technologies may not contribute
significantly to our sales or earnings, and the sales and earnings from acquired
businesses may be adversely affected by the integration process or other
factors. If we are not successful in the integration of such acquired
businesses, our financial results could be adversely impacted. In addition, we
may not be able to identify and consummate suitable acquisition transactions in
the future.
Our stock price could be volatile, which could cause you to lose part or all of
your investment.
The market price of our common stock has been, and may continue to be,
extremely volatile. The trading price of our common stock could be subject to
wide fluctuations in response to:
. quarter-to-quarter variations in operating results;
. changes in earnings estimates by analysts;
. announcements of technological innovations or new products developed
by us or our competitors; and
. challenges associated with integration of businesses and other events
or factors.
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<PAGE>
In addition, the stock market has from time to time experienced extreme price
and volume fluctuations which have particularly affected the market price for
many high technology companies and which often have been unrelated to the
operating performance of these companies. These broad market fluctuations may
adversely affect the market price of our common stock.
Our tax rate depends on earnings derived from certain foreign manufacturing
operations.
Our tax rate is heavily dependent upon the proportion of earnings that we
derive from our Ireland and Philippines manufacturing operations and our ability
to reinvest those earnings permanently outside the United States. If the
earnings of these operations as a percentage of our total earnings were to
decline significantly from anticipated levels, or should our ability to reinvest
these earnings be reduced, our effective tax rate would exceed the currently
estimated rate for 2000. In addition, should our intercompany transfer pricing
with respect to our Ireland or Philippines manufacturing operations require
significant adjustment due to audits or regulatory changes, our overall
effective tax rate could increase.
We have been and are involved in material litigation, which could materially
harm our business.
We have been, are, and/or may in the future become, involved in material
litigation involving our business, products or operations. The litigation
process is uncertain and includes the risk of an unexpected, unfavorable result.
We may be materially adversely impacted by any such litigation.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of our common stock
by the selling stockholders. See "Selling Stockholders" and "Plan of
Distribution".
SELLING STOCKHOLDERS
Unless otherwise noted below in the table, each person has sole voting and
investment power over the shares shown as beneficially owned except to the
extent authority is shared by spouses under applicable law. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. The following are deemed to be beneficially owned and
outstanding for purposes of calculating the number of shares and the percentage
beneficially owned by that person or entity:
. shares of our common stock issuable by American Power Conversion
Corporation to that person upon the exercise of options or warrants
which may be exercised within 60 days after July 15, 2000.
However, these shares are not deemed to be beneficially owned and outstanding
for purposes of computing the percentage beneficially owned by any other person
or entity.
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<PAGE>
For purposes of calculating the percentage beneficially owned, the number
of shares deemed outstanding after the offering includes:
. 194,750,478 shares of common stock outstanding as of July 15, 2000;
and
. the number of presently exercisable options and presently exercisable
warrants held by that person.
The table below was prepared based upon information furnished to us by the
selling stockholders and lists the following:
. the number of shares of our common stock beneficially owned by the
selling stockholders as of July 15, 2000 and before this offering;
. the maximum number of shares of our common stock that the selling
stockholders may offer and sell pursuant to this prospectus, which
includes their transferees, pledgees, distributees or donees or their
successors;
. the number of shares owned by the selling stockholders after
completion of the offering (assuming that the selling stockholders
sell all of the shares offered pursuant to this prospectus); and
. the percentage (if one percent or more) of the class owned by the
selling stockholder after completion of the offering.
<TABLE>
<CAPTION>
Shares Beneficially
Owned After Offering (
Shares Shares ----------------------
Beneficially Offered
Owned Prior To Pursuant To
Selling Stockholder Offering This Prospectus Number Percent
------------------------- -------------- --------------- ------ -------
<S> <C> <C> <C> <C>
Randall R. Amon 45,167 45,167 0 *
Daniel Bryan 31,292 31,292 0 *
Kevin W. Campion 2,124 2,124 0 *
William C. Litsinger, III 4,248 4,248 0 *
Jack L. Ottenheimer 2,124 2,124 0 *
</TABLE>
____________________________
*Represents less than 1% of the outstanding shares.
(1) Assumes that the selling stockholders will sell all of the shares
registered hereunder. The stockholders may sell all or part of their
shares pursuant to this prospectus.
____________________________
Each selling stockholder acquired his or her shares of our common stock
in connection with our acquisition of ABL Electronics Corporation for an
aggregate consideration of $8.0 million pursuant to a stock purchase agreement
dated as of April 28, 2000 by and among ABL Acquisition Corporation, a wholly-
owned subsidiary of American Power Conversion Corporation, and each of the
selling stockholders. To acquire all of the outstanding stock of ABL Electronics
Corporation, we paid an aggregate of $4.0 million in cash to the selling
stockholders and agreed to issue to the selling stockholders an aggregate of
113,273 shares of our
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<PAGE>
common stock valued at $35.313 per share in a private placement transaction, of
which we have issued 84,955 shares, and have held back, without issuance, 28,318
shares of our common stock to cover any reimbursable claims arising under the
stock purchase agreement.
The selling stockholders have represented to us that they acquired the
shares as principal for their own accounts for investment and not with a view
to, or for sale in connection with, any distribution of the shares in
contravention of the Securities Act of 1933 or any other applicable securities
legislation. In recognition of the fact, however, that the selling stockholders
may want to be able to sell the shares when they consider it appropriate, in
connection with the stock purchase agreement, we agreed to file the registration
statement with the Commission to effect the registration under the Securities
Act of the resale of the 84,955 shares held by the selling stockholders and to
use our reasonable best efforts to keep the registration statement effective
until April 28, 2001.
Other than entering into employment with us, based on representations by
the selling stockholders, to the best of our knowledge, no other selling
stockholders had a material relationship with us or any of our affiliates within
the three-year period ending on the date of this prospectus.
PLAN OF DISTRIBUTION
All, some or none of the shares of our common stock covered by this
prospectus may be sold by the selling stockholders from time to time for their
own account or by pledgees, donees, transferees, designees, or other successors
in interest. We will pay the expenses incurred in connection with the
registration of the shares of our common stock sold hereunder, except that the
selling stockholders will pay or assume brokerage commissions and similar
charges, the legal fees and expenses of counsel for the selling stockholders and
any stock transfer taxes or other expenses incurred in connection with the sale
of the shares of our common stock. We will not receive any of the proceeds from
the resale of the shares of common stock by the selling stockholders.
The distribution of the shares of our common stock by the selling
stockholders is not subject to any underwriting agreement. The shares of our
common stock offered by the selling stockholders may be sold from time to time
in transactions on the Nasdaq National Market, the Pacific Stock Exchange, in
negotiated transactions, through the writing of options on the shares of our
common stock, or a combination of such methods of sale, 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. Any broker-dealers
that participate with selling stockholders in the distribution of shares of our
common stock may be deemed to be underwriters and any commissions received by
them and any profit on the resale of shares of our common stock placed by them
might be deemed to be underwriting discounts and commissions within the meaning
of the Securities Act, in connection with such sales.
Any shares covered by the prospectus that qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather than pursuant to
this prospectus.
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<PAGE>
Since the selling stockholders are not restricted as to the price or prices
at which they may sell their shares of our common stock, sales of such shares of
our common stock at less than the market prices may depress the market price of
the our common stock.
EquiServe L.P., 150 Royall Street, Canton, MA 02021, is the transfer agent
for the shares of our common stock.
LEGAL MATTERS
The validity of the shares of our common stock offered hereby will be
passed upon for us by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements and schedule of American Power
Conversion Corporation as of December 31, 1999 and 1998, and for each of the
years in the three-year period ended December 31, 1999, have been incorporated
by reference herein in reliance upon the reports of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon
authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
American Power Conversion Corporation files annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any document we file with the SEC at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-
0330 for further information on operation of the public reference room. Our SEC
filings are also available to the public from the SEC's website at
"http://www.sec.gov." Our website is located at "http://www.apcc.com."
Information contained on our website is not part of this prospectus.
The SEC allows American Power Conversion Corporation to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. American Power Conversion Corporation
incorporates by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act (File No. 001-12432) prior to the termination of this offering:
1. Annual Report on Form 10-K for the year ended December 31, 1999;
2. American Power Conversion Corporation's Proxy Statement, filed on April 6,
2000, for the 2000 Annual Meeting of Shareholders;
3. Quarterly Report on Form 10-Q for the quarter ended April 2, 2000; and
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<PAGE>
4. The "Description of Registrant's Securities to be Registered" contained in
American Power Conversion Corporation's Registration Statement on Form 8-A
filed on August 29, 1988.
You may request a copy of these filings, at no cost, by writing or
telephoning our Chief Financial Officer at the following address: American Power
Conversion Corporation, 132 Fairgrounds Road, West Kingston, Rhode Island 02892,
(401) 789-5735.
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an estimate (other than with respect to the
Registration Fee) of the expenses expected to be incurred in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions:
Registration Fee -- Securities and Exchange Commission........ $ 7,500
Accounting Fees and Expenses.................................. $10,000
Legal Fees and Expenses....................................... $ 5,000
Transfer Agent Fees and Expenses.............................. $11,000
Miscellaneous................................................. $ 3,500
-------
TOTAL.................................................... $37,000
=======
We will bear all expenses shown above.
Item 15. Indemnification of Directors and Officers.
Section 67 of the Massachusetts Business Corporation Law ("Section 67")
provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. American Power
Conversion Corporation's By-laws provide that each director and officer shall be
indemnified by American Power Conversion Corporation against liabilities and
expenses in connection with any legal proceeding to which such officer or
director may become a party by reason of being or having been an officer or
director, provided that such officer or director acted in good faith in the
reasonable belief that his or her action was in the best interests of American
Power Conversion Corporation. Reference is made to American Power Conversion's
By-laws filed as Exhibit 3.02 to its Annual Report on Form 10-K for the fiscal
year ended December 31, 1991 (File No. 001-12432).
American Power Conversion Corporation maintains directors and officers
liability insurance for the benefit of its directors and its officers.
Item 16. Exhibits.
The following exhibits, required by Item 601 of Regulation S-K, are filed
as a part of this Registration Statement. Exhibit numbers, where applicable, in
the left column correspond to those of Item 601 of Regulation S-K.
II-1
<PAGE>
Exhibit No. Item and Reference
----------- ------------------
4 -- Stock Purchase Agreement dated as of April 28, 2000, by and
among ABL Acquisition Corporation, Randall R. Amon, Daniel
Bryan, William C. Litsinger III, Jack L. Ottenheimer and
Kevin W. Campion.
5 -- Legal Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 -- Consent of KPMG LLP
23.2 -- Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5)
24 -- Power of Attorney (included on signature pages)
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represents
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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
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<PAGE>
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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 provisions described in Item 15 above, 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.
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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-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 West Kingston, Rhode Island on July 27, 2000.
AMERICAN POWER CONVERSION
CORPORATION
By: /s/ Rodger B. Dowdell, Jr.
--------------------------
Rodger B. Dowdell, Jr.
President and Chief Executive
Officer
Power of Attorney
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Rodger B. Dowdell and Donald M. Muir, and each
of them singly, with full power to act as 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 (until revoked in writing)
to sign any and all amendments (including post-effective amendments and
amendments thereto) to this Registration Statement on Form S-3 of American Power
Conversion Corporation, 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 agents, and each of them
singly, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he might or could
do in person thereby ratifying and confirming all that said attorney-in-fact and
agents and each of them singly, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
/s/ Rodger B. Dowdell, Jr. President, Chief Executive July 27, 2000
--------------------------
Rodger B. Dowdell, Jr. Officer and Chairman of the
Board of Directors (Principal
Executive Officer)
II-4
<PAGE>
Name Capacity Date
---- -------- ----
/s/ Donald M. Muir Chief Financial Officer July 27, 2000
------------------------
Donald M. Muir (Principal Financial and
Accounting Officer)
/s/ Emanuel E. Landsman Vice President, Clerk and July 27, 2000
------------------------
Emanuel E. Landsman Director
/s/ Neil E. Rasmussen Vice President and Director July 27, 2000
------------------------
Neil E. Rasmussen
/s/ Ervin F. Lyon Director July 27, 2000
------------------------
Ervin F. Lyon
/s/ James D. Gerson Director July 27, 2000
------------------------
James D. Gerson
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Item and Reference
----------- ------------------
4 -- Stock Purchase Agreement dated as of April 28, 2000, by and
among ABL Acquisition Corporation, Randall R. Amon, Daniel
Bryan, William C. Litsinger III, Jack L. Ottenheimer and
Kevin W. Campion.
5 -- Legal Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 -- Consent of KPMG LLP
23.2 -- Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5)
24 -- Power of Attorney (included on signature pages)
</TABLE>
