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As filed with the Securities and Exchange Commission on September 20, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PECO II, INC.
(Exact Name of Registrant as Specified in its Charter)
Ohio 34-1605456
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1376 State Route 598
Galion, Ohio 44833
(Address of Principal Executive Offices, including Zip Code)
____________________
PECO II, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
____________________
Matthew P. Smith Copy to:
President and Chief Executive Officer John J. Jenkins
PECO II, Inc. Calfee, Halter & Griswold LLP
1376 State Route 598 1400 McDonald Investment Center
Galion, Ohio 44833 800 Superior Avenue
(419) 468-7600 Cleveland, Ohio 44114
(216) 622-8200
(Name, Address and Telephone Number, Including Area Code of Agent for Service)
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered(1) Share Price Fee(3)
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<S> <C> <C> <C> <C>
Common Shares,
without par value 1,000,000 $30.97(2) $30,968,750 $8,176
===========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, the number of shares
being registered shall include an indeterminate number of additional common
shares issued or which become issuable as a result of a stock split, stock
dividend or similar transaction in accordance with the relevant provisions
of the PECO II, Inc. 2000 Employee Stock Purchase Plan.
(2) Calculated pursuant to Rule 457(c) and (h) under the Securities Act of
1933, based upon the average of the high and low prices of the Common
Shares reported on the Nasdaq National Market for September 14, 2000.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum aggregate offering price per share multiplied by
.000264.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by PECO II, Inc. (the "Registrant") with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference to this Registration Statement:
(1) The Registrant's latest Prospectus filed pursuant to Rule 424(b) under
the Securities Act, dated August 17, 2000; and
(2) The Registrant's Registration Statement on Form 8-A, filed with the
Commission on August 8, 2000, describing the Registrant's Common
Shares, without par value (the "Common Shares"), including any
amendments or reports filed for the purpose of updating the
description of the Common Shares that is incorporated by reference
therein.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in documents incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded, for purposes of this Registration Statement, to the
extent that a statement contained in this Registration Statement, or in any
other subsequently filed document that also is, or is deemed to be, incorporated
by reference in this Registration Statement, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 1701.13 of the Ohio Revised Code of the State of Ohio sets forth
the conditions and limitations governing the indemnification of officers,
directors and other persons. Section 1701.13 provides that a corporation shall
have the power to indemnify any person who was or is
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a party or is threatened to be made a party to any threatened, pending or
contemplated action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation in a
similar capacity with another corporation or other entity, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred in connection therewith if he acted in good faith and in a manner that
he reasonably believed to be in the best interests of the corporation and, with
respect to a criminal proceeding, had no reasonable cause to believe that his or
her conduct was unlawful. With respect to a suit by or in the right of the
corporation, indemnity may be provided to the foregoing persons under Section
1701.13 on a basis similar to that set forth above, except that no indemnity may
be provided in respect of any claim, issue or matter as to which such person has
been adjudged to be liable to the corporation unless and to the extent that the
Court of Common Pleas or the court in which such action, suit or proceeding was
brought determines that despite the adjudication of liability but in view of all
the circumstances of the case such person is entitled to indemnity for such
expenses as the court deems proper. Moreover, Section 1701.13 provides for
mandatory indemnification of a director, officer, employee or agent of the
corporation to the extent that such person has been successful in defense of any
such action, suit or proceeding and provides that a corporation shall pay the
expenses of an officer or director in defending an action, suit or proceeding
upon receipt of an undertaking to repay such amounts if it is ultimately
determined that such person is not entitled to be indemnified. Section 1701.13
establishes provisions for determining whether a given person is entitled to
indemnification, and also provides that the indemnification provided by or
granted under Section 1701.13 is not exclusive of any rights to indemnity or
advancement of expenses to which such person may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
Under certain circumstances provided in Article IX of the Registrant's
Amended and Restated Articles of Incorporation, and subject to Section 1701.13
of the Ohio Revised Code (which sets forth the conditions and limitations
governing the indemnification of officers, directors and other persons), the
Registrant will indemnify any Director or officer or any former Director or
officer of the Registrant against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him by reason of the fact that he is or was such Director or officer
in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative.
The Registrant has entered into indemnity agreements (the "Indemnity
Agreements") with the current Directors and executive officers of the Registrant
and expects to enter into similar agreements with any Director or executive
officer elected or appointed in the future at the time of their election or
appointment. Pursuant to the Indemnity Agreements, the Registrant will
indemnify a Director or executive officer of the Registrant (the "Indemnitee")
if the Indemnitee is a party to or otherwise involved in any legal proceeding by
reason of the fact that the Indemnitee is or was a Director or executive officer
of the Registrant, or is or was serving at the request of the Registrant in
certain capacities with another entity, against all expenses, judgments,
settlements, fines and penalties, actually and reasonably incurred by the
Indemnitee in connection with the defense or settlement of such proceeding.
Indemnity is only available if the Indemnitee acted in good faith and in a
manner which he reasonably believed to be in, or not
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opposed to, the best interests of the Registrant. The same coverage is provided
whether or not the suit or proceeding is a derivative action. Derivative actions
may be defined as actions brought by one or more shareholders of a corporation
to enforce a corporate right or to prevent or remedy a wrong to the corporation
in cases where the corporation, because it is controlled by the wrongdoers or
for other reasons, fails or refuses to take appropriate action for its own
protection. The Indemnity Agreements mandate advancement of expenses to the
Indemnitee if the Indemnitee provides the Registrant with a written promise to
repay the advanced amounts in the event that it is determined that the conduct
of the Indemnitee has not met the applicable standard of conduct. In addition,
the Indemnity Agreements provide various procedures and presumptions in favor of
the Indemnitee's right to receive indemnification under the Indemnity Agreement.
Under the Registrant's Director and Officer Liability Insurance Policy,
each Director and certain officers of the Registrant are insured against certain
liabilities, including liabilities arising under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index at Page E-1 of this Registration Statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this 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 end 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
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in this effective
Registration Statement;
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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 Sections 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on this 20th day of
September, 2000.
PECO II, INC.
By: /s/ Matthew P. Smith
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Matthew P. Smith
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 20, 2000.
Signature Title
/s/ Matthew P. Smith President, Chief Executive Officer and a Director
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Matthew P. Smith (Principal Executive Officer)
/s/ John C. Maag Chief Financial Officer
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John C. Maag (Principal Financial Officer)
/s/ Sandra A. Frankhouse Secretary and Treasurer
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Sandra A. Frankhouse (Principal Accounting Officer)
/s/ James L. Green Chairman of the Board
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James L. Green
/s/ Michael N. Forrest Director
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Michael N. Forrest
/s/ Lucille Garber Ford Director
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Lucille Garber Ford
/s/ E. Richard Hottenroth Director
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E. Richard Hottenroth
/s/ Trygve A. Ivesdal Director
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Trygve A. Ivesdal
/s/ Eugene V. Smith Director
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Eugene V. Smith
/s/ Charles D. Taylor Director
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Charles D. Taylor
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EXHIBIT INDEX
Exhibit No. Description of Document
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3.1(i)* Amended and Restated Articles of the Registrant.
3.1(ii)* Amended and Restated Code of Regulations of the
Registrant.
5.1 Opinion of Calfee, Halter & Griswold LLP as to the
validity of the Common Shares being registered.
23.1 Consent of Calfee, Halter & Griswold LLP (included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
99.1 PECO II, Inc. 2000 Employee Stock Purchase Plan.
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* Incorporated herein by reference to the appropriate exhibit to the
Registrant's Registration Statement on Form S-1 (Registration No. 333-
37566) filed on May 22, 2000, as amended by Amendment No. 1 filed on July
3, 2000, as amended by Amendment No. 2 filed on July 24, 2000, as amended
by Amendment No. 3 filed on August 10, 2000, as amended by Amendment No. 4
filed on August 14, 2000, as amended by Amendment No. 5 filed on August 16,
2000 and as amended by Amendment No. 6 filed on August 17, 2000.
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