<PAGE>
As filed with the Securities and Exchange Commission on September 8, 1998
Registration No. 333-______
------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASTROPOWER, INC.
(Exact name of registrant as specified in its charter)
____________
Delaware 51-0315869
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
Solar Park
Newark, Delaware 19716-2000
(Address, including zip code of
registrant's principal executive office)
Astropower, Inc.
1989 Stock Option Plan and 1998 Non-Employee Directors Stock Option Plan
(Full Title of the Plans)
Dr. Allen M. Barnett, President Copy To:
AstroPower, Inc. Peter Landau, Esq.
Solar Park Opton Handler Feiler & Landau, LLP
Newark, Delaware 19716-2000 52 Vanderbilt Avenue
New York, N.Y. 10017
(Address, Including zip (212) 599-1744
code of agent for service)
(302) 366-0400
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Amount to offering aggregate Amount of
Title of Securities be price per offering registration
to be Registered Registered share (1) price fee (1)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 per
value per share, for
issuance pursuant to
Incentive Stock Options
and Nonqualified Stock
Options 1,960,000 $7.4375 $14,577,500 $4,300.36
- -------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the bid and asked price for
the Common Stock as quoted on the Nasdaq National Market on September 4,
1998 a date within five business days of the date of filing of this
Registration Statement.
(2) Pursuant to Rule 416, there is also registered hereunder such indeterminate
number of additional shares as may become issuable upon the exercise of
Options as a result of the antidilution provisions contained in the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN PROSPECTUS
A reoffer prospectus prepared in accordance with the requirements of Part I of
Form S-3 is being filed with the Commission as part of this Registration
Statement on Form S-8 (this "Registration Statement"). The information called
for by Part I of this Registration Statement will be sent or given to holders of
Options in accordance with the provisions of Rule 428 (b) (1) promulgated under
the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the
Note to Part I of Form S-8, this information is not being filed with or included
in this Registration Statement.
ii
<PAGE>
PROSPECTUS
ASTROPOWER, INC.
1,800,000 SHARES OF COMMON STOCK
($.0l PAR VALUE)
UNDER THE 1989 STOCK OPTION PLAN FOR KEY EMPLOYEES AND
160,000 SHARES OF COMMON STOCK UNDER THE 1998 NON-EMPLOYEE
DIRECTORS STOCK OPTION PLAN
The shares of Common Stock, par value $.01 per share of AstroPower, Inc.
together with its subsidiaries, (collectively the "Company") which are the
subject of this Prospectus (the "Shares") and which may be sold from time to
time are Shares which (i) have been acquired by certain employees of the
Company, or which may be acquired by them from time to time from the Company,
pursuant to the Company's 1989 Stock Option Plan (the "1989 Plan") or (ii) may
be acquired from time to time from the Company by present or future non-employee
directors of the Company pursuant to the Company's 1998 Non-Employee Directors
Stock Option Plan (collectively the "Selling Stockholders"). See "Selling
Stockholders".
It is anticipated that the Shares may be offered for sale by one or more of the
Selling Stockholders, in their discretion, on a delayed or continuous basis from
time to time in transactions in the open market at prices prevailing at the time
of sale on the Nasdaq National Market under the symbol "APWR" or in private
transactions at negotiated prices or otherwise. Such transactions may be
effected directly by the Selling Stockholders, each acting as principal for his
own account. Alternatively, such transactions may be effected through brokers,
dealers or other agents designated from time to time by the Selling
Stockholders, and such brokers, dealers or other agents may receive compensation
in the form of customary brokerage commissions or concessions from the Selling
Stockholders or the purchasers of the Shares. The Selling Stockholders, brokers
who execute orders on their behalf and other persons who participate in the
offering of the Shares on their behalf may be deemed to be "underwriters" within
the meaning of Section 2 (11) of the Securities Act of 1933, as amended (the
"Securities Act") and therefore a portion of the proceeds of sales and
commissions or concessions may be deemed underwriting compensation for purposes
of the Securities Act. The Company will not receive any part of the proceeds
from sale of Shares by the Selling Stockholders. See "Plan of Distribution".
The Company will pay all costs and expenses incurred by it in connection with
the registration of the Shares under the Securities Act. The Selling
Stockholders will pay the costs associated with any sales of Shares, including
any concessions, commissions, fees and applicable transfer taxes.
See "Risk Factors" for a discussion of certain factors to be considered by
purchasers of the Shares.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 8, 1998.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
BUY THE SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATE AS
OF WHICH INFORMATION IS SET FORTH HEREIN.
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
Page
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<S> <C>
Available Information...................................................... 3
Incorporation of Certain Documents by Reference............................ 4
The Company................................................................ 5
Risk Factors............................................................... 6
Use of Proceeds............................................................ 17
Selling Stockholders....................................................... 17
Plan of Distribution....................................................... 18
Resale of Shares by Affiliates and Holders of Restricted Shares ........... 18
Legal Matters.............................................................. 19
Experts.................................................................... 19
Appendix A - Holders of Shares Acquired Under 1989 Plan.................... A-1
Appendix B - 1989 Plan Optionees........................................... B-1
Appendix C - 1998 Directors Plan Optionees................................. C-1
</TABLE>
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act" ), and
accordingly, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission are available for
inspection and copying at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices located at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, 7 World Trade Center New York,
New York, 10048 and at 5757 Wilshire Boulevard, Los Angeles, California 90024.
Copies of such material also may be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549 at prescribed rates.
This Prospectus constitutes a part of a registration statement on Form S-8 (the
"Registration Statement") filed by the Company with the Commission under the
Securities Act with respect to the securities offered hereby. This Prospectus
does not contain all the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. Reference is hereby made to the Registration Statement and
to the exhibits thereto for further information with respect to the Company and
the securities offered hereby. Copies of the Registration Statement and the
exhibits thereto are on file at the offices of the Commission and may be
obtained upon payment of the prescribed fee or may be examined without charge at
the Public Reference Section of the Commission described above. Statements
contained herein concerning the provisions of documents are necessarily
summaries of such documents, and each statement is qualified in its entirety by
reference to the copy of the applicable document filed with the Commission.
3
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997 (the "1997 Annual Report");
(b) The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998.
(c) The Company's Proxy Statement with respect to its 1998 Annual Meeting
of Shareholders, dated May 20, 1998 including the AstroPower, Inc. 1998
Non-Employee Directors' Stock Option Plan annexed thereto as Exhibit A;
(d) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A, dated January 23, 1998, including all
amendments and reports filed for the purpose of updating such description.
All documents filed pursuant to Section 13 (a), 13 (c), 14 or 15 (d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
completion of the offering shall be deemed to be incorporated by reference in
this Prospectus and to be part hereof from the date of filing of such documents.
Any statement contained in a document, all or a portion of which is incorporated
or deemed to be incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any beneficial
owner, to whom this Prospectus is delivered, upon written or oral request, a
copy of any or all of such documents which are incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the documents that this Prospectus incorporates).
Written or oral requests for copies should be directed to Thomas J. Stiner, Vice
President and Chief Financial Officer, AstroPower, Inc., Solar Park, Newark,
Delaware 19716-2000, (302) 366-0400.
4
<PAGE>
THE COMPANY
The Company develops, manufactures, markets, and sells photovoltaic ("PV") solar
cells, modules and panels for generating solar electric power. Solar cells are
semiconductor devices which convert light directly into electricity. Solar
electric power is used off the electric utility grid for many applications in
the communications and transportation industries and in remote villages and
homes. Solar electric power is also used in on-grid applications by existing
electric utility customers to provide a clean, renewable source of alternative
or supplementary electric power.
The Company has developed a new proprietary technology, Silicon-Film/TM/, which
it believes will provide significantly lower manufacturing costs for solar cells
than any other current process. Silicon-Film/TM/ is an advanced continuous sheet
process for forming the crystalline silicon wafers from which solar cells are
fabricated. Silicon-Film/TM/: (i) uses raw material which is lower in cost than
the solar or semiconductor grade silicon used in other solar cell processes:
(ii) operates at continuous high processing speeds, leading to lower capital and
manufacturing costs than conventional batch processes; and (iii) produces
crystalline silicon sheets which are larger than those obtained from
conventional processes, capturing economies of scale in manufacturing, materials
utilization and solar cell and module fabrication.
The Company currently produces most of its solar cells from silicon wafers
recycled from the semiconductor industry in its 5 megawatt ("MW") annual
capacity plant. In October 1997, the Company commenced equipment purchases for
the scale-up of its Silicon-Film/TM/ process in a new 9 MW annual capacity plant
(the "9 MW plant"). In January 1998, the Company signed a lease for a 60,300
square foot facility to house the 9 MW plant. This facility came on line and
began making the first commercial shipments in the second quarter of 1998. When
operating at full capacity, this facility is expected to produce approximately 9
MW of products per year.
In addition, assuming successful and timely ramp up of its 9 MW plant, the
Company intends to implement a further major increase in Silicon-Film/TM/
capacity in 1999. The Company's planned expansion would approximately triple
manufacturing capacity in 1998 and further increase capacity in 1999 by a factor
of two or more. In the first quarter of 1998, the Company completed an initial
public offering of its Common Stock, raising net proceeds of $16.7 million.
The Company sells its solar cells, modules and panels to distribution and
manufacturing customers which either resell such products to other marketing
intermediaries or which assemble such products into completed systems for sale
to end users. The Company uses a "tiered" customer strategy, which aims to grow
volume with existing customers while selectively adding new customers, thereby
obtaining access to high growth market segments while maintaining geographic
diversification.
The Company was incorporated in Delaware in 1989 as a successor to a business
that was organized in 1983. The Company's principal executive offices are
located at Solar Park, Newark, Delaware 19716-2000 and its telephone number is
(302) 366-0400.
5
<PAGE>
RISK FACTORS
An investment in the shares of Common Stock offered by this Prospectus involves
a high degree of risk. In addition to the other information in this Prospectus,
prospective investors should carefully consider the following risk factors
before making a decision to purchase the Common Stock offered hereby.
This Prospectus contains certain forward-looking statements and information
relating to the Company that are based on the beliefs of the Company's
management as well as assumptions made by and information currently available to
the Company's management. When used in this document, the words "anticipate",
"believe", "estimate", expect", "going forward", and similar expressions, as
they relate to the Company or Company management, are intended to identify
forward-looking statements. Such statements reflect the current views of the
Company with respect to future events and are subject to certain risks,
uncertainties and assumptions, including the risk factors described in this
Prospectus. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated, believed, estimated or
expected. The Company does not intend to update these forward-looking
statements.
Scale-Up of New Manufacturing Plant
The Company began manufacturing Silicon-Film/TM/ products and making the first
commercial shipments from its new 9 MW annual capacity plant in the second
quarter of 1998. The new plant utilizes the Company's proprietary Silicon-
Film/TM/ production equipment which has produced more than 130,000 solar cells
in pilot production for sale and for use in commercial and demonstration
programs. The Company believes, on the basis of its Silicon-Film/TM/ pilot
production, that it has demonstrated manufacturing yields, equipment capability,
product performance and product quality that will enable it to produce solar
cells at costs lower than competitors when manufactured in large quantities.
However, the successful ramping of the 9 MW plant to full capacity requires
substantial engineering and is subject to significant risks, including risks of
cost overruns and delays. There can be no assurance that the Company will
successfully operate its Silicon-Film/TM/ processes in high volume, make planned
process and equipment improvements, implement multiple production lines or be
able to hire and train the additional employees and management needed to operate
the 9 MW plant. To the extent that the Company's financial and operational plans
and capital budgets assume increases in productivity, equipment performance and
energy conversion efficiency of solar cells produced in its 9 MW plant over the
levels achieved in pilot production, any failure by the Company to achieve these
projected increases, or any failure or significant delay in ramping up the 9 MW
plant, could materially and adversely affect the Company's business, results of
operations and financial condition.
6
<PAGE>
High-Volume Operation of Silicon-Film/TM/ Production Equipment
The Company's current Silicon-Film/TM/ production machine began operation in
February 1997 and has made more than 100 pilot production runs aggregating more
than 500 hours. As the Company ramps up the 9 MW plant to full capacity, the
Company will begin continuous high-volume production of Silicon-Film/TM/
products using its current Silicon-Film/TM/ production machine. The Company
believes that the production results obtained from the current Silicon-Film/TM/
machine demonstrate the Company's ability to produce Silicon-Film/TM/ products
at full-scale production levels. However, there can be no assurance that the
current machine will perform as anticipated at continuous production levels. The
Company may not ultimately be able to operate the current machine at full-scale
production levels without experiencing significant delays, equipment breakdowns,
higher costs or lower product quality. In addition, to the extent that the
Company's business and financial projections assume increased levels of
productivity and economies of scale upon achieving full-scale production levels,
the failure to achieve such increases could materially and adversely affect the
Company's business, results of operations and financial condition.
Acceptance of Silicon-Film/TM/ Products in the Solar Electric Power Market
The Company believes it can produce its Silicon-Film/TM/ solar cells at a lower
cost per watt than any competing technology because of the continuous nature of
the Silicon-Film/TM/ manufacturing process, the use of inexpensive raw materials
and the elimination of costly manufacturing steps that must be used in other
competing technologies. The Company believes that the anticipated lower cost per
watt of solar cells produced by the Silicon-Film/TM/ process will provide it
with significant price advantages over current and potential alternative
technologies.
However, there is no assurance that the Company will be able to sell its
Silicon-Film/TM/ products at a lower price per watt than conventional solar
cells because the Company may not be able to produce Silicon-Film/TM/ products
at projected costs and/or because prices for competing solar cells may decline
more rapidly than anticipated. Although the Company plans to price its Silicon-
Film/TM/ solar cells competitively, the market acceptance of the Company's
Silicon-Film/TM/ products may also be affected by Silicon-Film's/TM/ lower
energy conversion efficiency and power produced per unit of area compared to
some other competing solar cell products. The Company's Silicon-Film/TM/
products may also fail to win market acceptance due to the development of new
products or technologies by competitors. Other factors that may affect the
acceptance of the Company's Silicon-Film/TM/ products include the size,
appearance and quality of Silicon-Film/TM/ solar cells and the market acceptance
of module products and systems assembled by manufacturers over which the Company
has no control. The failure of the Company's Silicon-Film/TM/ products to
achieve market acceptance and/or price advantage could materially and adversely
affect the Company's business, results of operations and financial condition.
7
<PAGE>
Future Expansion of Manufacturing Capacity
The Company commenced Silicon-Film/TM/ production in the 9 MW plant in the first
half of 1998 and expects to reach full capacity production in 1999. Assuming
successful and timely ramp of the 9 MW plant, the Company intends to implement
another major increase in Silicon-Film/TM/ capacity in 1999 (the "Future
Expansion"). The Company believes that this Future Expansion, based on its
experience with the 9 MW plant, will result in increases in productivity and
equipment performance, mostly through economies of scale associated with high
volume commercial production and advances in Silicon-Film/TM/ manufacturing
technology. Based on its pilot production and the expected results from its 9 MW
plant, the Company also believes that it will achieve further increases in the
energy conversion efficiency of the Silicon-Film/TM/ solar cells as it
implements and scales up the Future Expansion. However, there can be no
assurance that production in the 9 MW plant will reach maximum capacity or that
the Company will be able to utilize additional manufacturing capacity from the
Future Expansion. There can also be no assurance that increased levels of
productivity, throughput levels, periods of equipment operation or product
energy conversion efficiencies will be obtained or can be consistently
maintained as a result of any Future Expansion. If the Company is unable for any
reason to successfully complete, scale-up or efficiently utilize additional
manufacturing capacity as a result of any Future Expansion, the Company's
business, results of operations or financial condition would be materially and
adversely affected.
Management of Growth
The Company's planned rapid expansion of Silicon-Film/TM/ manufacturing capacity
in 1998 and 1999 entails a planned threefold expansion of the Company's
manufacturing capacity in 1998 and a further two-fold expansion of that
manufacturing capacity in 1999. This planned expansion, involving major
increases in facilities and employees and enhancements to its operating systems,
could place a significant strain on the Company's senior management team and
other resources. Based on these plans, the Company has significantly increased
the number of its manufacturing employees through June 1998 and will have to
continue to do so during the balance of 1998 and again in 1999. While to date,
the Company has been able to hire and train a sufficient number of employees on
a timely basis or to upgrade its operating systems without undue cost or delay,
including additions to the Company's operating and financial management team,
there is no assurance it can continue to do so. Any future inability of the
Company to effectively manage the budgeting, forecasting and other process
control issues presented by such a rapid expansion could have an adverse effect
on the Company's operations and financial results. In addition, the Company will
be required to implement an enlarged sales and marketing plan for Silicon-
Film/TM/ technology and expand its marketing and sales staff. There can be no
assurance that the Company will be able to successfully recruit and train
additional required personnel and manage its planned growth, and its failure to
do so could have a material adverse effect on the Company's business, results of
operations and financial condition.
8
<PAGE>
Uncertainty of Additional Financing
As mentioned above, assuming successful and timely ramp up of its 9 MW plant,
the Company intends to implement a major increase in Silicon-Film/TM/ capacity
during 1999. The Company expects that the net proceeds of its initial public
offering, together with existing sources of capital and projected cash generated
from operations, will be sufficient to fund its activities for the next 24
months, including the scale-up of the 9 MW plant and the equity capital
requirements for the Future Expansion. In the next 24 months, changes in
technology, a significant delay in full implementation of the 9 MW plant or the
Future Expansion, or a significant decrease in manufacturing efficiency or
operating margins may require further capital. The inability of the Company to
obtain the necessary capital or financing to fund the Future Expansion could
materially and adversely affect the Company's business, results of operations
and financial condition. Furthermore, there can be no assurance that the
Company will be profitable in the future or that the net proceeds of any
financing, together with any funds provided by operations and present capital,
will be sufficient to fund the Company's ongoing needs for product development,
manufacturing, marketing and working capital. Additional financing may not be
available when needed or may not be available on terms acceptable to the
Company. If additional funds are raised by issuing equity securities,
stockholders may incur dilution. If adequate funds are not available, the
Company may be required to delay, scale back or eliminate one or more of its
development programs or otherwise limit the development, manufacture or sale of
Silicon-Film/TM/ solar cells, which could materially and adversely affect the
Company's business, results of operations and financial condition.
Protection of Proprietary Technology
The Company's ability to compete effectively will depend in part on its ability
to maintain the proprietary nature of its technology and manufacturing
processes through a combination of patent and trade secret protection. The
Company is assigned ten issued United States patents in the field of
photovoltaics and related optoelectronics materials and devices which expire
beginning in April 2003 and ending in April 2016. In addition, the Company has
three United States patents pending. Patent applications in the United States
are maintained in secrecy until patents issue and publication of discoveries in
the scientific literature tends to lag behind actual discoveries. The Company
therefore cannot be certain that it was the first creator of inventions covered
by pending patent applications or the first to file patent applications on such
inventions, and there can be no assurance that the Company's pending patent
applications will result in issued patents. International counterparts of four
issued patents have been filed under the Patent Cooperation Treaty. Patent
applications filed in foreign countries are subject to laws, rules, and
procedures which differ from those of the United States, and thus there can be
no assurance that the Company's foreign patent applications will result in
issued patents or that such patents will provide meaningful patent protection.
In addition, no assurance can be given that patents issued to the Company will
not be intentionally infringed upon or designed around or that any of its issued
patents will provide meaningful patent protection. The inability of the Company
to maintain the proprietary nature of its products and core technologies could
have a material adverse effect on the Company's business, results of operations
and financial condition.
9
<PAGE>
Competition
The market for the Company's products are intensely competitive. There are many
competitors engaged in all areas of solar electric power generation in the
United States and abroad including, among others, major electrical, oil, and
chemical companies, specialized electronics firms, universities, research
institutions and foreign government-sponsored companies. Most of these entities
have substantially greater financial, research and development, manufacturing
and marketing resources than the Company. There is also a large number of
smaller companies involved in the development, manufacturing and marketing of
solar electric power products and systems.
Uncertainty of Solar Electric Power Market Growth
The market for solar electric power products has grown steadily in the past.
However, there can be no assurance that the solar electric power market, or the
particular market segments and/or geographic regions where the Company sells its
products, will continue to grow. The Company's strategy of significantly
increasing manufacturing capacity is based in part on the assumption of
continuing market growth. The Company believes that its assumption of
continuing market growth is reasonable based on the large overall market for
solar electric power products and services world-wide, historical growth trends
in the solar electric power industry and solar electric power market growth
forecasts that have been developed by independent third parties. However, in
the event that the market for solar electric power does not experience
continuing growth, or that the particular market segments and/or geographic
sales regions where the Company sells the majority of its products do not
continue to grow, this factor could have a material adverse effect on the
Company's business, results of operations and financial condition.
Dependence on Key Customers; Customer Concentration
The Company's strategy has been to market its products to a limited group of key
customers. The Company's five largest customers accounted for, in the
aggregate, approximately 60.0%, 60.4% and 67.8% of the Company's product sales
in fiscal years 1995, 1996 and 1997, respectively. The Company's product sales
accounted for 53.9%, 58.9% and 78.9% of the Company's total revenues in fiscal
years 1995, 1996 and 1997, respectively. The remainder of the Company's total
revenues for these periods was derived from government-related research and
development contracts. The loss or significant reduction of purchases by one or
more of these customers could have a material adverse effect on the Company's
business, results of operations and financial condition. The Company expects to
continue its strategy of selling solar electric power products to relatively few
customers and that such customers will account for a high percentage of its
revenue in the foreseeable future. The Company believes that it has
successfully managed the level of customer concentration in the past, and that
the level of customer concentration will decrease as the Company's manufacturing
capacity increases, but there can be no assurance that the Company's sales
strategy of focusing on a small group of customers will be successful in the
future or can be successfully changed in the future to another sales strategy.
10
<PAGE>
Reliance on Marketing Intermediaries
The Company's marketing strategy has been to sell its products to marketing
intermediaries chosen to provide access to certain important market segments and
regions around the world. The Company's customers are not end users of the
Company's products but are distributors, module manufacturers, or system
integrators who either resell the Company's products to other customers, or
package the Company's products into systems for resale to end users. These
marketing intermediaries are not under the direct control of the Company, and
the Company therefore has no control over the ability of its customers to market
and sell to end-use customers or over the financial performance of its customers
that may determine their ability to buy the Company's products in the future.
Any reduction in sales activities by the Company's customers or a termination of
their relationship with the Company could have a material adverse effect on the
Company's business, results of operations and financial condition.
Availability of System Financing For Remote Electric Power Applications
Solar electric power is used in many applications and has proven to be a cost
effective source of electric power where the electric power grid is unavailable.
Solar electric power has also proven to be cost-effective in competition with
diesel generators and/or other alternative forms of off-grid power generation.
The Company estimates that such remote electric power applications currently
comprise approximately 85% of the market for solar electric power. Because of
the high capital costs of solar electric power systems, users may not have
sufficient resources or credit to acquire such systems, particularly in
developing countries, and the Company believes that the availability of
financing, such as loans and lease arrangements, could have a significant effect
on the rate of growth of remote solar electric power growth, and that such
financing programs are becoming increasingly available through electric utility
companies, banks, local governments, and the World Bank. To the extent that the
Company believes that increased availability of system financing will play a
role in expanding the market for solar electric power products particularly in
developing countries and to the extent that the Company's plans for increased
sales of solar electric power products include increased sales within this
market segment, the lack of increased availability of system financing or the
elimination of existing system financing programs could have a material adverse
effect on the Company's business, results of operations and financial condition.
Availability of Subsidies and Consumer Incentives for Grid-Connected
Applications
The cost of solar electric power currently substantially exceeds the cost of
power furnished by the conventional electric utility grid. The governments of
many countries, notably the United States, Germany and Japan, have provided
subsidies in the form of cost reductions, tax write-offs, and other incentives
to end users, distributors, systems integrators, and manufacturers of solar
electric power products to promote the use of solar energy in grid connected
applications and reduce dependency on other forms of energy. Although the
Company believes that grid-
11
<PAGE>
connected applications currently account for a relatively minor fraction of the
total market for solar electric power systems, these applications are generally
predicted by third party market research firms to be among the most rapidly
growing solar electric power market segments in the future. Therefore, the
future market for solar products depends in some measure on the willingness of
governments to enter into and to continue programs for solar electric power
subsidies and consumer incentives. There can be no assurance that
government subsidization of solar energy will continue into the future. Any
reduction or elimination of govenment subsidies may have a material adverse
effect on the Company's business, results of operations and financial condition.
Supply and Cost of Silicon Wafers and Other Raw Materials
The Company purchases and recycles silicon wafers from the semiconductor
industry for use in manufacturing its single crystal solar cells. Approximately
95% of the Company's total product sales in fiscal year ended, December 31,
1997, was derived from solar cells and modules manufactured from single crystal
silicon wafers. However, the Silicon-Film/TM/ process is the focus of the
Company's plans for capacity expansion and the Silicon-Film/TM/ process does not
use recycled silicon wafers.
Although the Company has generally been successful in obtaining sufficient
quantities of quality wafers in the past, there can be no assurance that such
wafers will be available at cost effective prices in the future. The absence of
cost effective sources of supply and the inability of the Company to locate
alternative sources of low-cost high-quality wafers could have a material
adverse effect on the Company's business, results of operations and financial
condition.
The Company presently has multiple sources of supply for its required raw
materials, including silicon wafers and silicon, although for economic and
quality control reasons the Company utilizes single sources of supply for
certain materials. In situations where it relies on single sources of supply,
the Company believes that an adequate supply of materials is available to meet
its foreseeable needs and, to date, the Company generally has been able to
obtain supplies of such materials in a timely manner. There can be no assurance
that supplies of the Company's critical materials will be adequate in the future
or that the cost of such materials will remain low enough for the Company to
maintain a cost-competitive market position for its solar electric power
products.
Prior Losses; Accumulated Deficit; Uncertainty of Future Profitability
The Company generated net income of $651,826 for the fiscal year ended December
31, 1997 and $519,519 for the six months ended June 30, 1998. It incurred a net
loss in one of the last five fiscal years and as of June 30, 1998 had an
accumulated deficit of approximately $4.426 million. The net income (loss) for
the years ended December 31, 1993, 1994, 1995, and 1996 was $257,000, $17,000,
$98,000, and $(2.4 million), respectively. There can be no assurance that the
Company will continue to be profitable.
12
<PAGE>
International Sales
Approximately 86.0% and 73.0 %, of the Company's net product revenues for the
years ended December 31, 1996 and 1997, respectively, was attributable to
international sales. For the year ended December 31, 1996, customers located in
Germany, Spain and India each accounted for more than 10% of the Company's
product sales. For the year ended December 31, 1997, customers located in
Germany, Spain and the United States each accounted for more than 10% of the
Company's product sales. The Company expects that international sales will
continue to represent a significant portion of the Company's net revenues. To
date, in connection with its international sales, the Company has not
experienced any material adverse impact on its business, results of operations
or financial condition, however, there can be no assurance that this will be
true in the future. All past international sales were denominated in United
States dollars and the Company expects this practice to continue but there can
be no assurance that future sales will be protected from foreign currency
fluctuations. The Company believes that there are additional risks associated
with the political and economic stability of foreign countries inasmuch as this
impacts the ability of its foreign customers to pay for their purchases. The
Company is also subject to other risks associated with international sales,
including but not limited to tariff regulations, requirements for export
licenses, long accounts receivable cycles, potentially adverse tax consequences
and the burdens of complying with a wide variety of foreign laws, including
compliance with technical standards.
Strategic Alliances
The Company has developed, and will continue to develop, strategic alliances
with customers, companies and other organizations to provide support for its own
technical, manufacturing and marketing staffs and to facilitate the entry into
certain geographic market areas. Such strategic alliances could be cooperative
agreements for sharing of information, cooperative marketing agreements, or any
other business relationships such as equity investments or joint ventures. The
goal of such alliances is to provide resources and experience which complement
those the Company already has in place, including manufacturing and marketing
expertise, and entry into new geographic markets. To accelerate the
commercialization of its Silicon-Film/TM/ technology, the Company entered into
strategic alliances with Corning Incorporated and GPU International, Inc. There
can be no assurance that the Company will be able to enter into additional
alliances or that existing and/or future alliances will achieve their goals.
The terms of such alliances may require the Company and its partners to share
revenues and/or expenses from certain activities or for the Company to grant to
its partners licenses to manufacture, market and/or sell products based upon its
Silicon-Film/TM/ technology. The Company's current alliances provide for cost
sharing, technology sharing with respect to jointly developed technologies,
options to purchase equity in the Company, securitization of loans made to the
Company and pricing discounts. Such terms could be part of any future strategic
alliance and could materially impact the Company's business, results of
operations and financial condition.
13
<PAGE>
Technological Change and Competing Technologies
The Company believes it has developed a new technology for solar electric power
applications. The future success of the Company will depend, however, in large
part upon its ability to keep pace with advancing solar electric power
technology. In addition to the Company's Silicon-Film/TM/ technology, there is a
variety of competing technologies under active development by other companies,
including amorphous silicon, cadmium telluride and copper indium diselenide, as
well as advanced concepts for the manufacture of both bulk silicon and thin film
crystalline silicon. Any of these competing technologies could achieve
manufacturing costs less than the manufacturing costs achieved by the Silicon-
Film products being developed by the Company. There can also be no assurance
that the Company's development efforts will not be rendered obsolete by
technological advances of others or that other materials will not prove more
advantageous for the commercialization of solar electric power products. The
Company believes that to remain competitive in the future, it will need to
invest significant financial resources in research and development.
Government Contracts
The Company intends to continue to complement and enhance its own resources with
funding derived from contracts with agencies of the United States government.
The percentage of the Company's total revenue derived from government-related
contracts was approximately 41.1%, 21.1% and 13.3% of total revenue for fiscal
years 1996 and 1997 and for the six months ended June 30, 1998, respectively.
The Company's contracts involving the United States government are subject to
various risks such as the risk of termination at the convenience of the
government. No termination by the government of any of the Company's contracts
has occurred to date. Other risks include potential disclosure of the Company's
confidential information to third parties, audits and the exercise of "march-
in"' rights by the government. March-in rights refer to the right of the United
States government or government agency to exercise its non-exclusive, royalty-
free, irrevocable worldwide license to any technology developed under contracts
funded by the government if the contractor fails to continue to develop the
technology. There can be no assurance that the United States government will
continue its commitment to programs to which the Company's development projects
are applicable or that the Company can compete successfully to obtain funding
available pursuant to such programs. A reduction or discontinuance of such
commitment or of the Company's participation in such programs could have a
material adverse effect on the Company's business, operating results and
financial condition. Substantially all of the Company's revenues from
government contracts including overhead rates are subject to audit under various
federal statutes. The Company has received final approval of its overhead rates
through 1993. Audits of 1994 and 1995 rates began in December 1997. It is the
Company's opinion that adjustments to such revenue, if any, will not have a
material adverse effect on its business results of operation and financial
condition.
14
<PAGE>
Environmental Regulations
The Company uses, generates and discharges small quantities of toxic, volatile
or otherwise hazardous chemicals and wastes in its research and development and
manufacturing activities. Therefore, the Company is subject to a variety of
federal, state and local governmental regulations related to the storage, use
and disposal of these materials. The Company believes that it has all the
permits necessary to conduct its business. However, failure to comply with
present or future regulations could result in fines being imposed on the
Company, suspension of production or a cessation of operations. The Company
believes that it has properly handled its hazardous materials and wastes and has
not contributed to any contamination at its premises. The Company is not aware
of any environmental investigation, proceeding or action by federal or state
agencies involving these premises. However, under certain federal and state
statutes and regulations, a governmental agency may seek recovery and response
costs from both operators and owners of property where releases of hazardous
substances have occurred or are ongoing. Any failure by the Company to control
the use of, or to restrict adequately the discharge of, hazardous substances
could subject it to substantial financial liabilities and could have a material
adverse effect on the Company's business, results of operations and financial
condition.
Potential Fluctuations in Quarterly Results
The Company has experienced and may continue to experience significant annual
and quarterly fluctuations in its operating results. The Company's annual and
quarterly operating results may fluctuate as a result of a variety of factors
including the timing of orders from, and shipments to, major customers; the
timing of new product introductions by the Company or its competitors, delays in
the planned Silicon-Film/TM/ manufacturing expansion; variations in the mix of
products sold by the Company or its competitors, including possible decreases in
average selling prices of the Company's products in response to competitive
pressures; market acceptance of new and enhanced versions of the Company's
products; the availability and cost of key raw materials, requirements for cost
sharing on government contracts and fluctuations in general economic conditions.
In addition, the Company's annual and quarterly operating results may fluctuate
as a result of the issuance of stock options to Corning Incorporated pursuant to
an existing agreement with Corning at exercise prices below the then current
fair market value of the Company's Common Stock. There can be no assurance that
the Company will be able to achieve and sustain consistent profitability on an
annual or quarterly basis.
Dependence on Key Personnel
The Company is dependent on its corporate officers and other principal members
of its management and technical personnel. The Company's success in the future
will depend in part on attracting and retaining qualified management and
technical personnel. There can be no assurance that the Company will be
successful in hiring or retaining qualified personnel. Loss of key personnel or
inability to hire and retain qualified personnel could have a material adverse
effect on the Company's business, results of operations and financial condition.
15
<PAGE>
Control by Existing Stockholders
The Company's officers, and directors together with their affiliates
beneficially own approximately 41.3% of the outstanding Common Stock. As a
result, they may have the ability to elect the Company's directors and to
determine all corporate actions requiring stockholder approval. This
concentration of ownership may also have the effect of delaying or preventing a
change in control of the Company.
Anti-Takeover Effect of Delaware Law and Certain Charter and By-Law Provisions;
Possible Issuance of Preferred Stock
The Company is subject to the provisions of Section 203 of the General
Corporation Law. Section 203 prohibits certain publicly held Delaware
corporations from engaging in a "business combination" with an "interested
stockholder", for a period of three years after the date of the transaction in
which the person became an "interested stockholder", unless the business
combination is approved in a prescribed manner. A "business combination"
includes mergers, asset sales and stock transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an
"interested stockholder" is a person who, together with affiliates, owns, or
within three years prior to the date on which the determination of whether such
person is an interested stockholder is being made, did own 15% or more of the
Company's voting stock. Parallel provisions have been included in the Company's
Amended and Restated Certificate of Incorporation. These provisions may make it
more difficult for a third party to acquire, or may discourage acquisition bids
for the Company. The Company's Amended and Restated Certificate of
Incorporation and By-laws contain additional provisions that may also have the
effect of discouraging a third party from making an acquisition proposal for the
Company. The Amended and Restated Certificate of Incorporation and By-Laws of
the Company, among other things, (i) classify the Board of Directors into three
classes, with directors of each class serving for a staggered three-year period,
(ii) provide that directors may be removed only for cause and only upon the
affirmative vote of the holders of at least 80% of the outstanding shares of
Common Stock entitled to vote for such directors, (iii) permit the Board of
Directors but not the Company's stockholders, to fill vacancies and newly
created directorships on the Board; and (iv) provide that any action required or
permitted to be taken by the stockholders of the Company must be effected at an
annual or special meeting of stockholders and not by any consent in writing by
such stockholders. Special meetings of stockholders may be called only by the
Board of Directors. Such provisions would make the removal of incumbent
directors more difficult and time-consuming and may have the effect of
discouraging a tender offer or other takeover attempt not previously approved by
the Board of Directors. In addition, 5 million shares of the Company's
Preferred Stock may be issued in the future without further stockholder approval
and upon such terms and conditions, and having such rights, privileges and
preferences, as the Board of Directors may determine. The rights of the holders
of Common Stock will be subject to, and may be adversely affected by, the rights
of the holders of any Preferred Stock that may be issued in the future. The
issuance of Preferred Stock, while providing desirable flexibility in connection
with possible acquisitions and other corporate purposes, could have the effect
of making it more difficult for a third party to acquire, or discouraging a
third party from acquiring, a majority of the outstanding voting stock of the
Company. The Company has no present plans to issue any shares of Preferred
Stock.
16
<PAGE>
Shares Eligible for Future Sale
Sales of substantial amounts of Common Stock in the public market following the
Offering could have an adverse effect on the price of the Common Stock, and
future sales of Common Stock by existing stockholders could also have an adverse
effect on such price and on the Company's ability to raise capital. Beginning
August 13, 1998, 4,804,655 shares of Common Stock became eligible for sale in
the public market upon the expiration of lock-up agreements between the
Company's stockholders and the Underwriters in connection with the Company's
initial public offering of Common Stock in the first quarter of 1998, subject in
some cases to the volume and other restrictions of Rule 144 under the Securities
Act of 1933, as amended (the "Securities Act"). Additionally, 1,800,000 shares
of Common Stock are reserved for issuance under the Company's 1989 Stock Option
Plan; and 160,000 shares of Common Stock are reserved for issuance under the
1998 Non-Employee Directors Stock Option Plan.
The Company has registered the shares subject to outstanding options as well as
reserved for issuance under the Company's stock option plans, which shares are
eligible for sale in the public market. Certain holders of shares of Common
Stock will have the right, under certain conditions, to participate in future
Company registrations.
Absence of Dividends
The Company has never paid any dividends and it is currently anticipated that no
cash dividends will be paid to the holders of the Common Stock in the
foreseeable future.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of any Shares of Common
Stock which may be offered hereby. The Selling Stockholders will receive all of
the net proceeds from the sale of such Shares.
SELLING STOCKHOLDERS
Shares of the Company's Common Stock which are presently eligible for sale
pursuant to this Prospectus or which may become eligible for sale pursuant to
this Prospectus whether or the holders thereof have any present intent to do so
are Shares which (i) have been acquired by certain employees and consultants of
the Company, or which may be acquired by them from time to time from the
Company, pursuant to the Company's 1989 Stock Option Plan or (ii) may be
acquired from time to time from the Company by present or future non-employee
directors of the Company pursuant to the Company's 1998 Non-Employee Directors
Stock Option Plan (the "Selling Stockholders"). The names of such persons, the
amount of Shares or options they own and the amount of options currently vested
and exerciseable and other relevant information are set forth on Appendices A, B
and C hereto.
17
<PAGE>
PLAN OF DISTRIBUTION
The Common Stock is listed for trading on the Nasdaq National Market ("NASDAQ").
Shares may be offered for sale by one or more of the Selling Stockholders, in
their discretion, on a delayed or continuous basis from time to time in
transactions in the open market at prices prevailing at the time of sale on
NASDAQ, or in private transactions at negotiated prices or otherwise. Such
transactions may be effected directly by the Selling Stockholders, each acting
as principal for his own account. Alternatively, such transactions may be
effected through brokers, dealers or other agents designated from time to time
by the Selling Stockholders, and such brokers, dealers or other agents may
receive compensation in the form of customary brokerage commissions or
concessions from the Selling Stockholders or the purchasers of the Shares. It
is anticipated that such transactions will be effected without payment of any
underwriting commissions or discounts, other than brokers' commissions or fees
customarily paid in connection with such transactions, which commissions and
fees will be borne by the Selling Stockholders.
The Company has agreed to bear the costs estimated at $10,000, of registering
the Shares offered hereby under the Securities Act, but will not receive any of
the proceeds from the sale of the Shares.
There is no assurance that the Selling Stockholders will sell all or any of the
Shares which may be offered hereby.
RESALE OF SHARES BY AFFILIATES
AND HOLDERS OF RESTRICTED SECURITIES
Any shares of the Company purchased upon the exercise of Options may be resold
freely, except that any Optionee deemed to be an "affiliate" of the Company, and
any Optionee holding "restricted securities" within the meaning of those terms
under the Securities Act and the rules and regulations promulgated thereunder,
may only sell the shares of Common Stock acquired upon the exercise of options
subject to the amount of securities to be sold pursuant to the Prospectus being
limited to the amount specified in Rule 144(e) of the Securities Act which
allows them to: sell, within any three-month period, up to the number Shares
that does not exceed the greater of (i) one percent of the then outstanding
shares of Common Stock of the Company and (ii) the average weekly trading volume
during the four calendar weeks preceding the date of receipt of the order to
execute the transaction by the broker or the date of execution of the
transaction directly with a market maker.
An employee who is not an executive officer or Director of the Company generally
will not be deemed to be an "affiliate" of the Company. In addition, the
acquisition of shares of Common Stock by officers or Directors of the Company
through the exercise of Options will generally not be considered a "purchase",
but the sale thereof will generally be considered a "sale" for purposes of
Section 16(b) of the Securities Act.
18
<PAGE>
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby is being passed upon
for the Company by Opton Handler Feiler and Landau, LLP, New York, New York.
Members of the firm of Opton Handler Feiler & Landau, LLP own an aggregate of
129,900 shares of Common Stock of the Company.
EXPERTS
The financial statements and schedule of the AstroPower, Inc. as of December 31,
1997 and 1996, and for each of the years in the three-year period ended December
31, 1997 have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
19
<PAGE>
APPENDIX A
Holders of shares of AstroPower, Inc.'s Common Stock acquired upon Exercise of
Options Granted under the 1989 Stock Option Plan at June 30, 1998 were as
follows:
<TABLE>
<CAPTION>
NAME NO. OF SHARES
- ------------------------ -------------
<S> <C>
Adkins, Jesse 38
Appleby, Michael 563
Armstrong, Carl 376
Beck, James 2138
Bledsoe, Thomas 525
Brown, Jacob 1425
Burch, Patricia 113
Collins, Sandra 2500
Cotter, Jeffrey 1088
Culik, Michael 150
Dashiell, Michael 113
Faline, James 186
Gill, Theresa 225
Goodwin, Thomas 431
Gottfried, Mark 113
Hannon, Margaret 563
Hughes-Lampros, Thomas 120
Isaacs, John 319
Jackson, Edward 938
Keenan, John H. 282
Krussman, Wendy 394
Lasswell, Patrick G. 188
League, Clinton 357
Madewell, Frances 150
Manley, Terri L. 150
McGuinness, Michael 600
Mulligan, William 375
Philhower, Ethel 141
Rabinowitz, Philip I. 451
Riale, Grace 469
Rossell, Sarlene 38
Weaver, Scott R. 282
Wright, Beverly 19
Bart-Felin, Elizabeth 188
Borrero, Lydia 751
Boyd, Rose 19
</TABLE>
A-1
<PAGE>
APPENDIX A (CONTINUED)
<TABLE>
<CAPTION>
NAME NO. OF SHARES
- ---------------------- -------------
<S> <C>
Checchi, Joseph 638
Cole, Richard 1163
Ford, David 845
Harenberg, Cathie 8
Kendall, Christopher 450
Krauss, William 19
Lesko, Joseph 10
Nguyen, Hoa 18
Nguyen, Nga 38
Null, Delaware 713
Rand, James 2625
Reid, Walter 74
Ruff, Deborah 19
Schaller, Charles 3750
Shellenbarger, Zane 300
Sullivan, Thomas 19
Thomas, Catherine 19
Virdin, Dora 375
Keith, Cheryl E. 34,312
TOTAL 62,173
</TABLE>
Whether or not the above persons have a present intent to do so, all of the
above persons are eligible to resell the number of shares owned by them pursuant
to the reoffer Prospectus. All of the foregoing shares are "restricted
securities" and the amount of the shares to be sold pursuant to the reoffer
Prospectus is limited to the amount specified in Rule 144(e) of the Securities
Act. See "Resale of Shares by Affiliates and Holders of Restricted Securities."
A-2
<PAGE>
APPENDIX B
1989 PLAN OPTIONEES
Incentive Stock Options expiring not more than ten years from the date of grant
and generally vesting in four equal annual installments beginning on the first
anniversary of the date of grant have been granted to the following employees of
the Company as of June 30, 1998:
<TABLE>
<CAPTION>
SHARES
NAME SUBJECT TO OPTION EXERCISED EXERCISABLE
- -------------------------- ----------------- --------- -----------
<S> <C> <C> <C>
Abernathy, Robert 2,400 0 448
Able, Dianna 75 0 0
Addison, Gretchen 4,500 0 0
Anders, Nancy 150 0 55
Aschenbrenner, Peter* 97,375 0 42,468
Atkinson, Brian C. 1,000 0 0
Bai, Yibin 6,875 0 468
Baldwin, John 150 0 74
Bannister, Alan 2,875 0 748
Barnett, Allen* 125,000 0 25,000
Bart-Felin, Elizabeth 4,188 188 1,030
Bass, Sherri 75 0 18
Battaglia, Margaret 225 0 74
Beach, Doris 300 0 93
Bias, Raymond 1,575 0 0
Bloothoofd, William 8,975 0 3,037
Borrero, Lydia 1,501 751 562
Bower, Jeffrey 2,500 0 561
Boyce, Betty 75 0 0
Boyd, Rose 225 19 55
Bragg, Joanne 75 0 0
Bramble, John 2,213 0 215
Brown, Brenda Kay 100 0 0
Brown, William T. 100 0 0
Burks, Frances Geraldine 100 0 0
Cahall, Doris 150 0 36
Campbell, Joseph 150 0 36
Carrico, Patricia 6,000 0 2,062
Carter, Jimmy D. 100 0 0
Castillo, Patricia A. 100 0 0
Chambers, Karen Sue 200 0 0
</TABLE>
B-1
<PAGE>
APPENDIX B (CONTINUED)
<TABLE>
<CAPTION>
SHARES
NAME SUBJECT TO OPTION EXERCISED EXERCISABLE
- ----------------------- ----------------- --------- -----------
<S> <C> <C> <C>
Checchi, Joseph 7,151 638 1,809
Chekovsky, Sarah 225 0 93
Cherry, Sally 75 0 0
Cherry, Sally J. 100 0 0
Clark, Erwin D. 100 0 0
Clark, Lorelei L. 3,500 0 0
Clark, Roger 13,000 0 562
Cohee, David 225 0 74
Cole, Richard 6,475 1,163 3,374
Colgan, Christopher 5,388 0 918
Collins, Gene 5,126 0 2,156
Cornette, Donald 2,513 0 524
Cortez, Pablo 100 0 0
Coverdale, Charles H. 100 0 0
Cox, Jeffrey 3,625 0 599
Cox, Mary 75 0 0
Culik, Jerome 30,175 0 15,956
Cummings, John 5,126 0 1,632
Dabrowski, Joseph L. 100 0 0
Davies, John, Jr. 5,401 0 3,056
Davis, Michael 75 0 0
Davis, Robert L. 100 0 0
DeGraves, Douglas A. 1,500 0 0
DelleDonne, Emanuel 3,250 0 205
DiGiovanni, Alfred 6,250 0 0
DiNetta, Lou* 42,000 0 16,125
DiReda, Vincent 4,076 0 2,606
Dolan, John 2,800 0 112
Elcoate, Kari 33,750 0 6,937
Ellwood, Thomas 2,713 0 365
Epperly, Michael S. 100 0 0
Faber, Dale 225 0 74
Facciolo, Deborah A. 4,000 0 0
Fernald, Richard G. 100 0 0
Feyock, Brian 3,038 0 1,068
Flores, Isidro 75 0 0
Flores, Jesus Tlaseca 100 0 0
Ford, David 20,500 845 7,779
Fortner, Rickey 100 0 0
Frank, Arthur 1,100 0 0
Frederick, Linda 75 0 0
</TABLE>
B-2
<PAGE>
APPENDIX B (CONTINUED)
<TABLE>
<CAPTION>
SHARES
NAME SUBJECT TO OPTION EXERCISED EXERCISABLE
- ------------------------- ----------------- --------- -----------
<S> <C> <C> <C>
Freibel, Jennifer L. 500 0 0
Gardner, Sharon 75 0 0
Gartley IV, Edgar 9,725 0 3,787
Gayley, John G. 100 0 0
Gentry, Elizabeth 75 0 18
Goncharovsky, Irene 1,500 0 0
Goralski, Frank B. 225 0 74
Graham, Kelly M. 100 0 0
Gratteri, Leonard A. 1,500 0 0
Gregg, Donna 225 0 74
Hall, Robert* 36,000 0 9,750
Hao, Zhenfang 75 0 0
Harden, Eleanor 150 0 36
Harenberg, Cathie 225 8 66
Harris, Kelly 100 0 0
Hathaway, Mary 75 0 18
Hathaway, Scott 2,250 0 337
Heverin, Charlotte Ann 100 0 0
Hewitt, Jane 3,938 0 1,246
Hopkins, Melanie 75 0 18
Hubbard, Angela L. 100 0 0
Husfelt, Cindy 150 0 36
Ingram, Alan 5,363 0 2,492
Jackson, Donald 225 0 74
Johns, Diane 225 0 111
Johnson, May 750 0 0
Johnson, Stanley R. 100 0 0
Jonczyk, Ralf 1,000 0 0
Keenan, John P. 1,000 0 0
Kendall, Christopher L 15,775 450 3,825
Kennedy, Marjorie 75 0 0
Kerr, Patricia 75 0 0
Kobosko, Charles M. 1,000 0 0
Krauss, William 225 19 55
Kruger, Kurt 3,213 0 290
Krussman, Fritz 20,000 0 10,874
Lam, Hung Quoc 100 0 0
Lane, Kelly 225 0 74
Larson, William 75 0 18
</TABLE>
B-3
<PAGE>
APPENDIX B (CONTINUED)
<TABLE>
<CAPTION>
SHARES
NAME SUBJECT TO OPTION EXERCISED EXERCISABLE
- --------------------------- ----------------- --------- -----------
<S> <C> <C> <C>
Levering, Melissa 75 0 0
Leary, Darell 75 0 18
Lesko, Joseph 3,438 10 458
Lewis, Darrell A. 100 0 0
Matarese, Sandra 3,438 0 440
Mauk, Michael G 10,250 0 3,374
McAlpine, Edith 7,375 0 1,798
McDade, Robert E. 225 0 74
McDowell, Richard* 42,500 0 5,625
Moore, Billy 75 0 0
Moore, Florence Elizabeth 100 0 0
Morrow, Jacqueline 150 0 36
Muhn, Robert E. H. 19,750 0 6,187
Nagib, Salama 42,500 0 9,375
Naylor, Richard J. 100 0 0
Ndiaye, Babacar 75 0 18
Nguyen, Hoa 75 18 0
Nguyen, Linh 100 0 0
Nguyen, Nga 150 38 17
Nguyen, Phong 150 0 74
Nguyen, Tien 100 0 0
Nock, Eunice G. 100 0 0
Null, Delaware M. 6,026 713 2,249
Nunley, Wanda Lester 100 0 0
Oals, Michael 1,500 0 0
Parker, Michael E. 100 0 0
Peirson, April M. 100 0 0
Pierce, Shara 100 0 0
Poore, June 13,900 0 1,856
Purnell, Keith 100 0 0
Rand, James A 48,750 2,625 14,812
Rausch, Vicki 150 0 55
Ravilious, Carl 375 0 150
Reid, Walter 225 74 19
Richards, Deborah J. 200 0 0
Rittenour, Laor 75 0 0
Roland, George* 102,500 0 45,000
Ruff, Deborah 225 19 55
Ruff, Jimmy L. 100 0 0
</TABLE>
B-4
<PAGE>
APPENDIX B (CONTINUED)
<TABLE>
<CAPTION>
SHARES
NAME SUBJECT TO OPTION EXERCISED EXERCISABLE
- ----------------------- ----------------- --------- -----------
<S> <C> <C> <C>
Ruffins, Todd R. 713 0 713
Sargent, Linda Lynn 100 0 0
Saylor, Michael S. 1,000 0 0
Scarfo, Karen L. 1,000 0 0
Schaller, Charles* 3,750 3,750 0
Schorah, Jo Ann 1,563 0 140
Senseny, Anthony J. 100 0 0
Sexton, Jennifer 150 0 36
Seyler, Teresa 100 0 0
Shallow, James P. 3,000 0 0
Sharrow, Karen 75 0 0
Sheffler, Catherine 150 0 74
Shellenbarger, Zane 9,875 300 3,037
Shelley, Christopher 6,625 0 1,030
Sherman, Mark 75 0 0
Shilling, Carol 150 0 55
Shomper, Dawn 300 0 131
Shreve, Kevin P. 7,376 0 3,506
Shutov, Yelena 4,750 0 1,237
Sims, Paul 9,875 0 2,812
Slevin, Bobbie Jo G 100 0 0
Smith, Anita J. 100 0 0
Smith, Betty 75 0 0
Smith, David 75 0 0
Stephens, Carrie Etta 100 0 0
Stewart, Kelly 75 0 0
Stiner, Thomas* 112,187 0 54,375
Sullivan, Thomas 1,725 19 74
Sylvester, Artis 75 0 0
Tate, Anita V. 100 0 0
Thi, Xuan-Lan 150 0 74
Thomas, Alice J. 75 0 18
Thomas, Catherine 7,750 19 1,424
Tompkins, James E. 1,000 0 0
Trabant, Amanda 16,750 0 3,187
Trenary, Jamie M. 100 0 0
Vent, David Alan 3,000 0 0
Vincent, Bruce E. 1,000 0 0
Virdin, Dora 3,688 375 1,405
</TABLE>
B-5
<PAGE>
APPENDIX B (CONTINUED)
<TABLE>
<CAPTION>
SHARES
NAME SUBJECT TO OPTION EXERCISED EXERCISABLE
- ---------------------- ----------------- --------- -----------
<S> <C> <C> <C>
Wallace, Scott 2,875 0 0
Watkins, Donna 75 0 0
Wenger, Howard J. 25,000 0 0
Whiteman, William 75 0 18
Willis, Mitchell W. 100 0 0
Willis, Theresa Jane 100 0 0
Wisher, Evelyn Ann 100 0 0
Wong, Siu Hung 100 0 0
TOTALS 1,123,227.00 12,041.00 341,373.00
</TABLE>
Non-Qualified Stock Options as indicated have been granted to the following
employees and consultants of the Company as of June 30, 1998.
<TABLE>
<CAPTION>
SHARES
NAME SUBJECT TO OPTION EXERCISED EXERCISABLE
- ----------------- ----------------- --------- -----------
<S> <C> <C> <C>
Allen, Wickham 11,250.00 0.00 11,250.00
Barnett, Allen* 275,250.00 0.00 175,250.00
Lau, Judith 6,750.00 0.00 6,750.00
Nelson, Carl 750.00 0.00 750.00
Roland, George* 195,000.00 0.00 187,500.00
Russell, Joseph 2,250.00 0.00 2,250.00
Stiner, Thomas* 2,813.00 0.00 0.00
TOTALS 494,063.00 0.00 383,750.00
</TABLE>
Whether or not the above persons have a present intent to do so, all of the
above persons will be eligible to sell pursuant to the re-offer Prospectus the
number of shares acquired by them upon exercise of the options.
*These persons are executive officers or directors of the Company and are deemed
to be an "affiliate" of the Company and the amount of shares to be sold pursuant
to the re-offer Prospectus is limited to the amount specified in Rule 144(e) of
the Securities Act. See "Resale of Shares by Affiliates and Holders of
Restricted Securities."
B-6
<PAGE>
APPENDIX C
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN OPTIONEES
Each of the Company's non-employee directors named below was granted an option
on May 14, 1998 under the 1998 Non-Employee Directors' Stock Option Plan ("the
1998 Directors Plan") subject to shareholder approval of the 1998 Directors
Plan, to purchase 20,000 shares of Common Stock, 5,000 of which vest and are
exercisable as of that date, and 5,000 of which vest and are exercisable on each
of the first, second and third anniversary of such date, provided such director
is still a director on each such date. Each person who joins the Board of
Directors after May 14, 1998 will be granted an option, on the first day of his
offer term, to purchase 20,000 shares of Common Stock, 5,000 of which vest on
the date he or she becomes a Director, and 5,000 of which vest on each of the
first, second, and third anniversary of such date, provided he or she is still a
director on such date. If the number of shares available for grant under the
1998 Directors' Plan on a scheduled date of grant is insufficient to make all
the grants, then each eligible director will receive an option to purchase a pro
rata number of the available shares.
The option price per share for options granted on the date the 1998 Directors'
Plan was adopted was $10.25 (the fair market value of the Common Stock on the
date the Directors' Plan was adopted) and the option price per share for later
grants will be the fair market value of the shares of Common Stock on the date
of grant. The options granted under the 1998 Directors' Plan will be
exercisable for a term of ten years from the date of grant.
The 1998 Directors' Plan was approved by shareholders on June 18, 1998 and
160,000 shares of Common Stock were reserved for issuance thereunder.
OPTIONEES
- ---------
Dr. George S. Reichenbach
Charles R. Schaller
Clare E. Nordquist
Gilbert H. Steinberg
Whether or not the directors named above have a present intent to do so, all of
the above directors, as well as persons who become directors at a later date,
will be eligible to sell pursuant to the re-offer Prospectus the number of
shares acquired by them upon exercise of the options granted under the 1998
Directors Plan. All persons who are directors of the Company are deemed to be
an "affiliate" of the Company and the amount of shares to be sold pursuant to
the re-offer Prospectus is limited to the amount specified in Rule 144(e) of the
Securities Act. See "Resale of Shares by Affiliates and Holders of Restricted
Securities."
C-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference, as of their
respective dates, in this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997
(Commission File No. 000-23657);
(b) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1998
and June 30, 1998;
(c) Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders of
the Company held on June 18, 1998; including the AstroPower, Inc. 1998 Non-
Employee Directors' Stock Option Plan annexed thereto as Exhibit A; and
(d) Registration Statement on Form 8-A filed with the Commission on January 23,
1998.
In addition, all documents hereafter filed by AstroPower, Inc. pursuant to
Sections 13 (a), 13 (c), 14 or 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 such securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
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 (securities to be offered are registered under Section
12 of the Exchange Act).
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Common Stock offered hereby is being passed upon
for the Company by Opton Handler Feiler & Landau, LLP, New York, New York.
Members of the firm
of Opton Handler Feiler and Landau, LLP own an aggregate of 129,900 shares of
Common Stock of the Company.
Item 6. Indemnification of Directors and Officers
Article VIII of the Company's Amended and Restated Certificate of Incorporation
provides in part as follows:
"The corporation shall, to the fullest extent permitted by 145 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders of disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person."
Under Delaware law, directors, officers, employees, and other individuals may be
indemnified against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation - a "derivative action") if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of conduct is applicable in the case of a
derivative action, but indemnification extends only to expenses (including
attorney's fees) incurred in connection with defense or settlement of such an
action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the corporation.
The Company has adopted in its Amended and Restated Certificate of Incorporation
and Bylaws the provisions of Section 102(b)(7) of the Delaware General
Corporation Law which eliminate or limit the personal liability of a director of
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except that this provision shall not eliminate or limit the
liability of a director of any breach of the director's duty of loyalty to the
Company or its stockholders, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, under Section 174
of the Delaware General Corporation Law, or for any transaction from which the
director derived an improper personal benefit.
II-2
<PAGE>
Item 7. Exemption From Registration Claimed
Any restricted securities to be offered or resold pursuant to this Registration
Statement are exempt under Section 4 (2) of the Securities Act of 1933, as
amended, as a non-public offering of securities.
Item 8. Exhibits
Unless otherwise noted the following exhibits are filed herewith:
3.3 Form of Amended and Restated Certificate of Incorporation of the
Registrant*.
3.1 Form of Amended and Restated By-Laws of the Registrant*.
4.1 Specimen certificate representing the Common Stock of the Registrant*.
5.1 Opinion of Opton Handler Feiler & Landau, LLP with respect to the
legality of the securities being registered.
10.1 1989 Stock Option Plan, as amended*.
10. 1 (a) 1998 Non-Employee Directors Stock Option Plan**
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Opton Handler Feiler & Landau, LLP (contained in
Exhibit 5.1).
* Previously filed as an exhibit to Registrant's Registration Statement on Form
S-1, File No. 33342591 which became effective on February 12, 1998, and which
are incorporated herein by reference.
**Previously filed as Exhibit A to Registrant's Proxy Statement on Schedule 14A
for its' Annual Meeting of Stockholders held on June 18, 1998 and which is
incorporated herein by reference.
Item 9 Undertakings
(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) of the
Securities Act of 1933;
II-3
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement provided,
however, that paragraphs (1) (1) and (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 by the Registrant pursuant to
Section 13 or Section 15 (d) of the Exchange Act that are
incorporated by reference in this 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 being 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.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the registrant's
By-Laws, Certificate of Incorporation, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnifications against public
policy as expressed in the 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 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 Act and will be governed
by the final adjudication of such issue.
II-4
<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 City of Newark, Delaware, on September 8, 1998.
AstroPower, Inc.
By: /s/ Allen M. Barnett
--------------------
Allen M. Barnett
President, Chief Executive Officer and Director
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>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Allen M. Barnett President, Chief September 8, 1998
- -------------------------- Executive
Allen M. Barnett Officer and Director
/s/ George S. Reichenbach Director September 8, 1998
- --------------------------
George S. Reichenbach
/s/ Thomas J. Stiner Vice President, Chief September 8, 1998
- -------------------------- Financial Officer and
Thomas J. Stiner Principal Accounting
Officer
/s/ George W. Roland President and Chief September 8, 1998
- -------------------------- Executive Officer of the
George W. Roland Solar Power Business and
Director
/s/ Gilbert Steinberg Director September 8, 1998
- --------------------------
Gilbert Steinberg
/s/ Clare E. Nordquist Director September 8, 1998
- --------------------------
Clare E. Nordquist
/s/ Charles R. Schaller Director September 8, 1998
- --------------------------
Charles R. Schaller
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
3.3 Form of Amended and Restated Certificate of Incorporation of the
Registrant**.
3.4 Form of Amended and Restated By-Laws of the Registrant**.
4.1 Specimen certificate representing the Common Stock of the
Registrant**.
5.1 Opinion of Opton Handler Feiler & Landau, LLP with respect to
the legality of the securities being registered*.
10.1 1989 Stock Option Plan, as amended**.
10.1 (a) 1998 Non-Employee Directors Stock Option Plan***.
23.1 Consent of KPMG Peat Marwick LLP*.
23.2 Consent of Opton Handler Feiler & Landau, LLP (contained in
Exhibit 5.1).
*Filed herewith.
**Previously filed as an exhibit to Registrants Registration Statement on Form
S-1, File No. 33342591 which became effective on February 12, 1998, and which
are incorporated herein by reference.
***Previously filed as Exhibit A to Registrants Proxy Statement on Schedule 14A
for its' Annual Meeting of Stockholders held on June 18, 1998 and which is
incorporated herein by reference.
<PAGE>
EXHIBIT 5.1
September 8, 1998
AstroPower, Inc.
Solar Park
Newark, Delaware 19716-2000
Ladies and Gentlemen:
We have acted as counsel to AstroPower, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933 (the "Act") of an aggregate of 1,960,000 shares (the "Shares") of the
Company's common stock, $.01 par value (the "Common Stock"), of which (i) 62,173
Shares are issued and outstanding, (ii) 1,737,827 Shares are to be offered upon
the terms and subject to the conditions set forth in the AstroPower, Inc. 1989
Stock Option Plan, and (iii) 160,000 Shares are to be offered upon the terms and
subject to the conditions set forth in the AstroPower, Inc. 1998 Non-Employee
Directors Stock Option Plan (collectively the "Plans").
In connection therewith, we have examined or considered originals or
copies, certified or otherwise identified to our satisfaction, of the Amended
and Restated Certificate of Incorporation of the Company, the Amended and
Restated By-laws of the Company, the Plans, records of relevant corporate
proceedings with respect to the offering of the Shares and such other documents,
instruments and corporate records as we have deemed necessary or appropriate for
the expression of the opinions contained herein. We have also reviewed the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed with the Securities and Exchange Commission with respect to the Shares.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based on the foregoing and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that the Shares have been duly
and validly authorized for the issuance and, that the Shares issued and
outstanding are and that the Shares to be issued, when issued in accordance with
the terms of the applicable Plan will be, duly and validly issued, fully paid
and nonassessable.
The foregoing opinion is limited to the federal law of the United
States of America and the General Corporation Law of the State of Delaware, and
we are expressing no opinion as to the effect of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Item 5.
Interests of Named Experts and Counsel" in the Registration Statement and under
the heading "Legal Matters" in the Prospectus.
Sincerely,
Opton Handler Feiler & Landau, LLP
By: /s/ Peter Landau
----------------------
Peter Landau
<PAGE>
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
The Board of Directors and Stockholders
AstroPower, Inc.:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Form S-8.
/s/ KPMG Peat Marwick LLP
- -------------------------------
Wilmington, Delaware
September 8, 1998
<PAGE>
Exhibit 23.2 Consent of Counsel (contained in their opinion (Exhibit 5.1)
