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As filed with the Securities and Exchange Commission on December 6, 2000
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
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Applied Extrusion Technologies, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0295865
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
APPLIED EXTRUSION TECHNOLOGIES, INC.
AET 2001 SHARE INCENTIVE 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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John R. Dudek, Esq.
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
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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
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 1,000,000 shares $2.66 $2,660,000 $703.00
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(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, $2.88 and $2.44, respectively, of the Common Stock on the Nasdaq
National Market on December 4, 2000.
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<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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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 for the fiscal year ended
September 30, 1999. (Commission File No. 000-19188).
(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 1999. (Commission File No. 000-19188).
(c) The Company's Quarterly Report on Form 10-Q/A for the quarterly period
ended December 31, 1999. (Commission File No. 000-19188).
(d) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2000. (Commission File No. 000-19188).
(e) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2000. (Commission File No. 000-19188).
(f) The description of the Company's 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. (Commission File No. 000-19188).
(g) Registration of Junior Preferred Stock Purchase Rights on Form 8-A12G
filed March 3, 1998. (Commission File No. 000-19188).
(h) All reports and other documents subsequently filed by the Company
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 respective dates
of the filing of such reports and documents.
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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.
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 a 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.
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The Company's Restated Certificate of Incorporation provides that the
Company's Directors shall not be liable to the Company 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 Company
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 Company.
The Company maintains a directors' and officers' liability insurance
policy, which insures the directors and officers of the Company against certain
liabilities that might be incurred in connection with the performance of their
duties.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
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<CAPTION>
EXHIBIT
NUMBER TITLE OF EXHIBIT
<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
Company'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. AET 2001 Share Incentive Plan.
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").
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Item 9. UNDERTAKINGS.
(a) The undersigned Company 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 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 Company 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Company
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 6th day
of December, 2000.
APPLIED EXTRUSION TECHNOLOGIES, INC.
By: /S/ Anthony J. Allott
--------------------------------
Name: Anthony J. Allott
Title: Senior Vice President,
Treasurer and Chief
Financial Officer
Each person whose signature appears below constitutes and appoints John R.
Dudek 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.
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SIGNATURES TITLE DATE
<S> <C> <C>
/S/ Amin J. Khoury Chairman of the Board December 6, 2000
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Amin J. Khoury
/S/ Thomas E. Williams President and Chief December 6, 2000
------------------------------- Executive Officer and
Thomas E. Williams Director (Principal Executive Officer)
/S/ Anthony J. Allott Senior Vice President, Treasurer December 6, 2000
------------------------------ and Chief Financial Officer
Anthony J. Allott (Principal Financial Accounting
Officer)
/S/ Paul W. Marshall Director December 6, 2000
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Paul W. Marshall
</TABLE>
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<S> <C> <C>
/S/ Mark M. Harmeling Director December 6, 2000
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Mark M. Harmeling
/S/ Nader A. Golestaneh Director December 6, 2000
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Nader A. Golestaneh
/S/ Jospeh J. O'Donnell Director December 6, 2000
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Joseph J. O'Donnell
/S/ Richard G. Hamermesh Director December 6, 2000
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Richard G. Hamermesh
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER TITLE OF EXHIBIT
<S> <C>
4.3 Form of certificate representing shares of Common Stock, $0.01 par
value per share. Incorporated by reference to The Company'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. AET 2001 Share Incentive Plan.
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").
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