<PAGE>
As filed with the Securities and Exchange Commission on May 10, 1999
Registration No. 33-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
APPLIED EXTRUSION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0295865
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
APPLIED EXTRUSION TECHNOLOGIES, INC.
1994 STOCK OPTION PLAN
(Full title of the plan)
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3 CENTENNIAL DRIVE
PEABODY, MA 01960
(Address of principal executive offices, including zip code)
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Gerald M. Haines II, Esq.
Secretary and General Counsel
Applied Extrusion Technologies, Inc.
3 Centennial Drive
Peabody, Massachusetts 01960
(978) 538-1500
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per 500,000 shares $7.91 $3,955,000 $1,099.49
share (2)
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
sale prices of the Common Stock on the Nasdaq National Market on May 5,
1999.
(2) The number of securities being carried forward from the Registrant's
Registration Statements on Form S-8 (File Nos. 33-80804 and 33-61985)
is 1,850,000 and the amounts of the filing fees previously paid with
respect to these securities were $2,385.73 and $2,289.00, respectively.
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Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus included
herein contains a combined Prospectus that also relates to a total of 1,850,000
shares of Common Stock of the Registrant previously registered under
Registration Statements on Form S-8 (File Nos. 33-80804 and 33-61985, filed on
June 29, 1994 and August 21, 1998, respectively).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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 Form S-8.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Applied Extrusion Technologies, Inc.,
a Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference except to the
extent any statement or information therein is modified, superseded or replaced
by a statement or information contained in this document or in any other
subsequently filed document incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K/A for the fiscal year
ended September 30, 1998 (Commission File No. 000-19188).
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 1998. (Commission File No.
000-19188).
(c) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999 (Commission File No. 000-19188).
(d) The description of the Common Stock, $.01 par value per share
(the "Common Stock"), contained in Item 1 of the Company's
Registration Statement on Form 8-A, filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on April 24, 1991.
(Registration Statement No. 33-40145).
(e) Registration of Junior Preferred Stock Purchase Rights on Form
8-A12G filed March 3, 1998. (Commission File No. 000-19188).
(f) All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
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<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed 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 as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Section 145 further provides that a corporation similarly may
indemnify any such person serving in any such capacity who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, against expenses (including attorney's fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
he acted in good faith and in manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances, such person is fairly and reasonably entitled to indemnity for
such expenses which the Delaware Court of Chancery or such other court deems
proper.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision will not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation law (relating to unlawful
payment of dividends and unlawful stock purchase and redemption) or (iv) for any
transaction from which the director derived an improper personal benefit.
The Registrant's Restated Certificate of Incorporation provides that
the Company's Directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of the fiduciary duty as a
director, except to the extent that exculpation from liabilities is not
permitted under the Delaware General Corporation Law as in effect at the time
such liability is determined. The Restated Certificate of Incorporation further
provides that the Registrant shall indemnify its directors and officers to the
full extent permitted by the law of the State of Delaware in connection with any
threatened, pending or contemplated legal proceeding to which they may be a
party or with which they may become involved by reason of being, agreeing to
become or having been an officer or director of the Registrant.
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<PAGE>
The Registrant maintains a directors' and officers' liability
insurance policy.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER TITLE OF EXHIBIT
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<S> <C>
4.3 Form of certificate representing shares of Common Stock, $0.01 par value per share
(incorporated by reference to the Exhibits to Registrant's Registration Statement on Form
S-1 as amended (No. 33-40145), filed with the Commission on April 24, 1991.)
4.4 Applied Extrusion Technologies, Inc. 1994 Stock Option Plan, as amended (incorporated
by reference to the Exhibits to the Registrant's Registration Statement on Form S-8 (No.
33-61985), filed with the Commission on August 21, 1998).
5.1 Opinion of Ropes & Gray.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney (included in Part II of this Registration Statement under the caption
"Signatures").
</TABLE>
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 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 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 20 percent change in the
maximum aggregate offering price set
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<PAGE>
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (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) will not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
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, each such post-effective amendment will be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof, and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement will be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Peabody, Commonwealth of Massachusetts on the 5th day
of May, 1999.
APPLIED EXTRUSION TECHNOLOGIES, INC.
By: /S/ ANTHONY J. ALLOTT
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Name: Anthony J. Allott
Title: Vice President, Chief Financial
Officer and Treasurer
Each person whose signature appears below constitutes and appoints
Gerald M. Haines II and Anthony J. Allott, and each of them singly, his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8 to be filed by Applied Extrusion
Technologies, Inc., and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
/S/ AMIN J. KHOURY Chairman of the Board May 5, 1999
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Amin J. Khoury
/S/ THOMAS E. WILLIAMS President and Chief May 5, 1999
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Thomas E. Williams Executive Officer and
Director
/S/ ANTHONY J. ALLOTT Vice President, Chief Financial
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Anthony J. Allott Officer and Treasurer May 5, 1999
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/S/ PAUL W. MARSHALL Director May 5, 1999
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Paul W. Marshall
/S/ MARK M. HARMELING Director May 5, 1999
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Mark M. Harmeling
/S/ NADER A. GOLESTANEH Director May 5, 1999
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Nader A. Golestaneh
/S/ JOSEPH J. O'DONNELL Director May 5, 1999
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Joseph J. O'Donnell
/S/ RICHARD G. HAMERMESH Director May 5, 1999
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Richard G. Hamermesh
</TABLE>
-8-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER TITLE OF EXHIBIT
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<S> <C>
4.3 Form of certificate representing shares of Common Stock, $0.01
par value per share. Incorporated by reference to Registrant's
Registration Statement on Form S-1, as amended (Commission
File No. 33-40145). Filed with the Commission on April 24,
1991.
4.4 Applied Extrusion Technologies, Inc. 1994 Stock Option Plan,
as amended to date. Incorporated by reference to the Exhibits
to the Registrant's Registration Statement on Form S-8 (No.
33-61985) filed with the Commission on August 21, 1998.
5.1 Opinion of Ropes & Gray.
23.1 Consent of Deloitte &Touche LLP.
23.2 Consent of Ropes & Gray (contained in the opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signatures").
</TABLE>
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<PAGE>
<PAGE>
Exhibit 5.1
[LETTERHEAD]
May 10, 1999
Applied Extrusion Technologies, Inc.
3 Centennial Drive
Peabody, Massachusetts 01960
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of an additional 500,000 shares of common stock,
$.01 par value (the "Shares"), of Applied Extrusion Technologies, Inc. (the
"Company") to be issued under the Company's 1994 Stock Option Plan, as amended
(the "Stock Option Plan").
We have acted as counsel for the Company in connection with the Stock
Option Plan and are familiar with the actions taken by the Company in connection
therewith. For purposes of this opinion, we have examined copies of the
Registration Statement, the Stock Option Plan and such other documents as we
have deemed appropriate.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and that the Shares, when issued and sold in accordance
with the terms of the Stock Option Plan, will have been validly issued and will
be fully paid and non-assessable.
We hereby consent to the filing of this opinion as part of the
Registration Statement.
Very truly yours,
/s/ ROPES & GRAY
----------------
Ropes & Gray
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Applied Extrusion Technologies, Inc. on Form S-8 of our report dated November
25, 1998 (December 16, 1998 as to Note 5), which expresses an unqualified
opinion and includes an explanatory paragraph relating to the adoption in 1998
of Statement of Position No. 98-5, "Reporting for the Costs of Start-Up
Activities," appearing in the Annual Report on Form 10-K/A of Applied Extrusion
Technologies, Inc. for the year ended September 30, 1998.
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Boston, Massachusetts
May 10, 1999
