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As filed with the Securities and Exchange Commission on October 24, 2000
Registration Statement No. 333-
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UNITED STATES
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 specified in its charter)
____________________
Delaware 51-0315869
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Solar Park, Newark, Delaware 19716-2000
(Address of Principal Executive Offices) (Zip Code)
AstroPower, Inc. 1999 Stock Option Plan;
Amended and Restated Employment Agreement of Allen M. Barnett;
Non-Qualified Stock Option Agreement of Allen M. Barnett;
Non-Qualified Stock Option Agreement of George S. Reichenbach;
Non-Qualified Stock Option Agreement of George W. Roland;
Non-Qualified Stock Option Agreement of Clare E. Nordquist;
Non-Qualified Stock Option Agreement of Charles R. Schaller;
Non-Qualified Stock Option Agreement of Gilbert Steinberg
(Full title of the Plans)
Dr. Allen M. Barnett, President
AstroPower, Inc.
Solar Park, Newark, Delaware 19716-2000
(Name and address of agent for service)
(302) 366-0400
(Telephone number, including area code, of agent for service)
Copy to:
Peter Landau, Esq.
Foreht Last Landau Miller & Katz, LLP
415 Madison Avenue, New York, New York 10017
(212) 935-8880
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CALCULATION OF REGISTRATION FEE
<TABLE>
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Title of Securities to be Amount to be Registered Proposed Maximum Offering Proposed Maximum Aggregate Amount
Registered Price Per Share Offering Price of Registration
(1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share, for 1,552,000 Shares $ 21.51 $ 33,382,571 $ 8813.00
issuance pursuant to
Incentive Stock Options
and Non-Qualified Stock
Options
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</TABLE>
(1) Estimated solely for purposes of calculating the registration
fee on the basis of the product resulting from multiplying the sum
of the number of shares of Common Stock registered as part of this
Registration Statement as to which options have been granted under
the 1999 Stock Option Plan (818,428) by $15.72 per share, the
weighted average exercise price of such shares of Common Stock;
the Amended and Restated Employment Agreement of Allen M. Barnett
(302,000) by $13.75 per share, the weighted average exercise price
of such shares of Common Stock; the Non-Qualified Stock Option
Agreement of Allen M. Barnett (90,000) and the Non-Qualified Stock
Option Agreements of George S. Reichenbach, George W. Roland, Clare
E. Nordquist, Charles R. Schaller and Gilbert Steinberg (60,000),
by $12.13 per share, the weighted average exercise price of such
shares of Common Stock, and adding to such sum the product
resulting from multiplying the number of additional shares of
Common Stock registered as a part of this Registration Statement as
to which options may be granted under the 1999 Stock Option Plan
(281,572) by $51.656, the average of the high and low prices of the
shares of Common Stock on the Nasdaq National Market on October 23,
2000, as reported by the National Association of Securities Dealers
Automated Quotation System.
ii
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PART I
INFORMATION REQUIRED IN THE 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 required
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.
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PROSPECTUS
ASTROPOWER, INC.
1,100,000 SHARES OF COMMON STOCK UNDER THE
1999 STOCK OPTION PLAN;
302,000 SHARES OF COMMON STOCK UNDER THE AMENDED AND RESTATED
EMPLOYMENT AGREEMENT OF ALLEN M. BARNETT;
90,000 SHARES OF COMMON STOCK UNDER THE NON-QUALIFIED STOCK OPTION
AGREEMENT OF ALLEN M. BARNETT; AND
60,000 SHARES OF COMMON STOCK UNDER THE NON-QUALIFIED STOCK OPTION
AGREEMENTS OF GEORGE S. REICHENBACH, GEORGE W. ROLAND, CLARE E.
NORDQUIST, CHARLES R. SCHALLER AND GILBERT STEINBERG
The selling stockholders listed in Appendix A and Appendix B of this prospectus
are selling these shares for their own accounts. These sales may be made either
at fixed prices which may be changed, at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at negotiated prices.
Our common stock is traded on the Nasdaq National Market under the symbol APWR.
_____________________
Investing in our common stock involves a high degree of risk. See "Risk Factors"
beginning on page 6.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is October 24, 2000.
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You should rely only on information contained in this prospectus. We have not
authorized anyone to provide you with information different from that contained
in this prospectus. The selling stockholders are offering to sell, and seeking
offers to buy, shares of common stock only in jurisdictions where offers and
sales are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of our common stock.
2
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TABLE OF CONTENTS
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Page
<S> <C>
Where You Can Find More Information About Us........................ 4
Incorporation of Certain Documents by Reference..................... 5
Our Company......................................................... 6
Risk Factors........................................................ 7
Forward-Looking Statements.......................................... 19
Use of Proceeds..................................................... 20
Selling Stockholders................................................ 20
Plan of Distribution................................................ 20
Legal Matters....................................................... 21
Experts............................................................. 21
Appendix A - Selling Stockholders (Affiliates)
Appendix B - Selling Stockholders (Non-Affiliates)
</TABLE>
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WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We have filed with the Securities and Exchange Commission in Washington, D.C. a
registration statement on Form S-8 under the Securities Act with respect to the
shares of common stock offered in this prospectus. This prospectus does not
contain all the information set forth in the registration statement and the
exhibits and schedules thereto. For further information about us and our common
stock, we refer you to the registration statement and to the exhibits and
schedules filed with it. Statements contained in this prospectus as to the
contents of any contract or other document referred to are not necessarily
complete; we refer you to those copies of contracts or other documents that have
been filed as exhibits to the registration statement, and statements relating to
such documents are qualified in all respects by such reference. Anyone may
inspect a copy of the registration statement without charge at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
copies of all or any portion of the registration statement by writing to the
SEC's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549, and
paying prescribed fees. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0300. In addition, the SEC
maintains a Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding companies such as ours
that file electronically with the SEC.
We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and therefore we file reports, proxy statements and other
information with the SEC. You can inspect and copy the reports, proxy statements
and other information that we file at the public reference facilities maintained
by the SEC at the Public Reference Room, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the SEC's regional offices located at 7 World Trade Center,
Suite 1300, New York, New York, 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. You can also obtain copies of such material from the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. The SEC also makes electronic filings publicly available on
its Web site within 24 hours of acceptance. Our common stock is quoted on the
Nasdaq National Market under the trading symbol "APWR." Reports, proxy and
information statements and other information about us may be inspected at the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which we have filed with the Commission are incorporated
by reference into this prospectus:
(a) Our annual report on Form 10-K for the fiscal year ended December 31, 1999;
(b) Our quarterly reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000.
(c) Our proxy statement with respect to our 2000 Annual Meeting of
Stockholders, dated May 12, 2000;
(d) The description of our Common Stock contained in our 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 that we have filed with the Commission 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 into this prospectus and to be part of this prospectus
from the date of filing of these documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this prospectus, shall be deemed modified, superseded or
replaced for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any subsequently filed document, which also
is or is deemed incorporated by reference in this prospectus, modifies,
supersedes or replaces that statement. Any statement so modified, superseded or
replaced shall not be deemed, except as so modified, superseded or replaced, to
constitute a part of this prospectus.
We will provide without charge to each person to whom this prospectus is
delivered, upon that person's written or oral request, a copy of any or all
information incorporated by reference in this prospectus (other than exhibits to
these documents unless such exhibits are specifically incorporated by reference
into the information that this prospectus incorporates). Requests for copies
should be directed to Thomas J. Stiner, Senior Vice President and Chief
Financial Officer, AstroPower, Inc., Solar Park, Newark, Delaware 19716-2000,
(302) 366-0400.
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OUR COMPANY
We develop, manufacture, market and sell a range of solar electric power
products, including solar cells, modules and panels and systems, for the global
marketplace. Solar cells are semiconductor devices which convert sunlight into
electricity and form the building block for all solar electric power products.
Historically, our products have been used to generate electricity for users not
connected to the utility grid. Such applications include electrification of
rural homes and villages, and power supply for equipment in the communications
and transportation industries. More recently, our products are also being used
by customers already connected to the utility grid as a clean, renewable source
of alternative or supplemental electricity. We expanded our joint venture
agreement with GPU International, Inc. to generate and sell wholesale solar
electric power.
The electricity industries in the United States, Europe and Japan are currently
experiencing significant structural change. Industry deregulation is promoting
customer choice of electric power provider and introducing retail competition.
Additionally, while Europe and Japan have traditionally supported clean,
renewable energy policies, state governments in the United States are now
introducing legislation and implementing various economic incentives to
stimulate the use of renewable sources of electricity, including solar power. We
believe increased retail competition and the introduction of various economic
incentives in domestic and international markets will continue to stimulate
providers to differentiate their power offerings and to include solar electric
power among their power options.
According to PV Energy Systems, an independent solar energy research firm, the
solar electric power industry shipped an estimated 202 megawatts of power
capacity in 1999. Since 1994, industry shipments have increased at a compound
annual growth rate of 33%, which has been driven by continued worldwide demand
in the off-grid segment and accelerated growth for on-grid applications. During
this period, the fastest-growing solar electric power market segment has been
for on-grid applications, where consumers already connected to the utility grid
are choosing solar electric power as an alternative to conventional on-grid
sources. We believe that the continued global restructuring of the electric
power industry will continue to drive growth in the on-grid solar electric power
market.
While solar electric power is often the most cost-effective source of electric
power in selected applications off the utility grid, the broad utilization of
solar electric power on the utility grid has been limited by production costs.
We have optimized several stages in the solar cell manufacturing process to
progressively reduce production costs while increasing mechanical and electrical
yields:
. Silicon wafer sourcing. Our proprietary manufacturing process utilizes
recycled semiconductor wafers that allow us to reduce silicon wafer cost.
. Equipment and process engineering. Our proprietary equipment and processes
allow us to increase our manufacturing productivity and ultimately to generate a
higher level of power output per production asset than our competitors. For
example, our Silicon-Film(TM) technology allows us to produce large area silicon
sheets in minutes.
. Product design. Our large solar cell design features allow us to generate
more power per solar cell.
Our focus on silicon wafer sourcing, equipment and process engineering and
product design has allowed us to reduce our production cost per watt and thus to
improve our product gross margins.
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Our goal is to become the leading global solar electric power technology
company. To achieve this, we intend to:
Maintain our manufacturing and technology advantage. We intend to continue to
enhance our manufacturing processes and technologies and to introduce innovative
solar electric power products in order to optimize our production cost per watt.
Rapidly expand manufacturing capacity. We intend to expand our nameplate
manufacturing capacity to approximately 35 megawatts by the end of the year 2000
and to approximately 65 megawatts by the end of the year 2001. We intend to
capitalize on our manufacturing expertise and replicable expansion methodology
to increase our manufacturing capacity.
Capitalize on deregulation in the on-grid market. We believe that the
deregulation of the energy industry is creating a favorable environment to
market residential rooftop solar systems to domestic on-grid customers. We
intend to target states that are implementing favorable legislation, introducing
economic incentives and promoting consumer choice. We established an office in
Concord, California to focus on on-grid systems sales.
Expand relationships with module assemblers. In international markets, local
module assemblers are often best positioned to deliver customized solutions and
to compete for local business. We intend to expand our relationships with
selected module assemblers and to offer additional products and services,
including factory design, equipment selection, process training and quality
assurance. We believe this strategy will allow us to broaden our international
reach and to penetrate new markets. We have a venture with Atersa, S.A., a
leading Spanish module assembler and systems integrator, to provide these
services.
Pursue strategic relationships. We intend to continue to pursue strategic
relationships to introduce new technologies and products, enter new geographic
markets, attract new customers and pursue additional revenue opportunities.
These relationships may take various forms, including cooperative marketing
agreements, joint ventures and strategic alliances. Through our GPU Solar joint
venture, we are developing capabilities to generate solar electric power in the
United States.
We were incorporated in Delaware in 1989 as a successor to a business that was
organized in 1983. Our executive offices are located at Solar Park, Newark,
Delaware 19716-2000, and our telephone number at that address is (302) 366-0400.
Our website is located at http://www.astropower.com. Information contained on
our website is not part of this prospectus.
RISK FACTORS
You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing our common stock.
Investing in our common stock involves a high degree of risk. Any of the
following risks could materially harm our business, results of operations and
financial condition and could result in a complete loss of your investment.
Our failure to manage our manufacturing operations to meet changing capacity
requirements will significantly limit our sales and revenue.
7
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We currently manufacture all of our products at our Solar Park and Pencader
facilities in Newark, Delaware. Our Solar Park and Pencader facilities each have
solar cell fabrication lines. Our module assembly operation is located at
Pencader, and Silicon-Film(TM) wafers are manufactured at Pencader. We are
currently experiencing manufacturing capacity constraints and are in the process
of expanding our manufacturing capacity at these locations.
We plan to increase our nameplate production capacity to approximately 35
megawatts by the end of the year 2000 and to approximately 65 megawatts by the
end of the year 2001 by upgrading our equipment, adding selected pieces of new
equipment and improving productivity.
The successful completion of these expansion projects is subject to
significant risks, including the following:
. cost overruns and delays
. timely delivery of equipment
. hiring and training additional employees
. equipment breakdowns
. lower product quality
The failure to achieve increased levels of productivity could materially and
adversely affect our business, results of operations and financial condition.
We are dependent on the acceptance of our Silicon-Film(TM) products in the solar
electric power market and our failure to achieve acceptance would adversely
effect our business.
We believe we can produce our Silicon-Film(TM) solar cells at a lower cost
per watt than other currently available competing solar cell 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. We believe that the
anticipated lower cost per watt of solar cells produced by the Silicon-Film(TM)
process will provide us with cost advantages over current technologies. Our
ability to sell Silicon-Film(TM) products at a lower price per watt than
conventional solar cells and the market acceptance of our
Silicon-Film(TM)products may be affected by:
. our inability to produce Silicon-Film(TM) at projected costs
. a more rapid decline in prices for competing solar cells than is
currently anticipated
. the lower energy conversion efficiency and power of Silicon-Film(TM)
compared to some competing products
. the size, appearance and quality of Silicon-Film(TM) solar cells
. the acceptance of module products and systems assembled by manufacturers
over which we have no control
8
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The failure of our Silicon-Film(TM) products to achieve market acceptance,
price advantage or both could materially and adversely affect our business,
results of operations and financial condition.
We need to effectively manage our growth and our failure to do so will cause our
business to suffer.
During 1998 and 1999, we grew rapidly, expanding our manufacturing capacity
by a factor of two and a half and nearly doubling our workforce. This growth has
placed and continues to place a strain upon our senior management team and other
resources. We have grown from 163 employees as of December 31, 1997 to 402
employees as of September 30, 2000. We currently plan to further expand our
manufacturing facility in phases. We plan to expand our sales and marketing
organizations in addition to increasing the number of manufacturing employees
and adding to our operating and financial management team. Our ability to
compete effectively and manage future growth, if any, will require us to
continue to implement and improve operational, financial and management
information systems on a timely basis and to attract, hire, train efficiently
and effectively and retain additional technical, managerial, financial, sales
and marketing and support personnel. Any failure to implement and improve our
operational, financial and management systems or to attract, hire, train or
retain employees could have a material adverse effect on our business, results
of operations and financial condition.
Our success depends on protection of our intellectual property and our failure
to do so could adversely effect our competitive advantage, our brand recognition
and our business.
The success and competitiveness of our products depend in part upon our
ability to protect our current and future technology and manufacturing processes
through a combination of patent, trademark, trade secret and unfair competition
laws.
Patent applications in the United States are maintained in secrecy until
patents issue, and the publication of discoveries in the scientific literature
tends to lag behind actual discoveries. Therefore, we cannot be certain that we
were the first creator of inventions covered by pending patent applications or
the first to file patent applications on such inventions. Patent applications
filed in foreign countries are subject to laws, rules and procedures which
differ from those of the United States. We cannot ensure the following:
. patents will issue from pending or future applications
. our existing patents or any new patents will be sufficient in scope or
strength to provide meaningful protection or any commercial advantage to us
. foreign intellectual property laws will protect our intellectual property
. others will not independently develop similar products, duplicate our
products or design around any patents issued to us
We enter into confidentiality and non-disclosure of intellectual property
agreements with our employees, consultants and certain vendors and generally
control access to and distribution of our proprietary information.
Notwithstanding these precautions, it may be possible for a third party to copy
or otherwise obtain and use our proprietary information without authorization or
to develop similar information independently.
9
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Policing unauthorized use of intellectual property is difficult. The laws of
other countries may afford little or no effective protection of our technology.
We cannot assure you that the steps taken by us will prevent misappropriation of
our technology or that agreements entered into for that purpose will be
enforceable. In addition, litigation may be necessary in the future to enforce
our intellectual property rights, to protect our trade secrets and to determine
the validity and scope of the proprietary rights of others. Litigation may
result in substantial costs and diversion of resources, either of which could
have a material and adverse effect on our business, results of operations and
financial condition.
Our industry is highly competitive which may effect our ability to grow our
customer base and generate sales.
The markets for our products are intensely competitive and characterized by
changing technology. We currently experience competition from numerous companies
in each of the markets in which we participate. Our competition consists of
major electrical, oil and chemical companies, specialized electronics firms,
universities, research institutions in the United States, Germany, Japan,
Australia and other parts of Asia and Europe, and foreign government-sponsored
companies. Many of our competitors are more established, benefit from greater
market recognition and have substantially greater financial, development,
manufacturing and marketing resources than we have.
There are a variety of competing technologies currently under development,
any one of which could achieve manufacturing costs per watt lower than our
Silicon-Film(TM) technology.
We believe the principal competitive factors in the market for solar electric
power components are:
. price per watt
. long-term stability and reliability
. product performance (primarily conversion efficiency)
. ease of handling and installation
. product quality
. reputation
. environmental factors
The growth of the solar electric power market is uncertain and its failure to
continue to grow would materially and adversely effect our business.
The market for solar electric power products has grown steadily in the past.
PV Energy Systems, an independent solar energy market research firm, reports
that the shipment volume of solar electric power products has grown at a
compound annual rate of approximately 32% since 1996. Our strategy of
significantly increasing manufacturing capacity is based in part on the
assumption of continuing market growth. In the event that the market for solar
electric power does not experience continuing growth, or that the particular
market segments and geographic sales regions where we sell the majority of our
products do not continue to grow, this factor could have a material adverse
effect on our business, results of operations and financial condition.
10
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There are risks associated with international sales which could have a
significant effect on our business.
International sales accounted for approximately 64.0% and 82.1% of our
product sales for the year ended December 31, 1999 and the six months ended June
30, 2000, respectively. We expect that international sales will continue to
represent a significant portion of our product sales. International sales are
subject to a number of risks, including the following:
. changes in foreign government regulations and technical standards
. difficulty of protecting intellectual property
. export license requirements, tariffs, taxes and other trade barriers
. requirements or preferences of foreign nations for domestic products
. fluctuations in currency exchange rates relative to the U.S. dollar
. difficulties in collecting accounts receivable
. extended accounts receivable cycles
. political and economic instability
. potentially adverse tax consequences
We cannot be certain we will be able to maintain our international sales at
current levels. If our international sales were to decline significantly, our
business, results of operations and financial condition could be materially
adversely affected.
Our failure to obtain additional financing, if needed, would have a material
adverse effect on our business.
We believe that the proceeds from our public offering last year, along
with our cash reserves, other existing sources of capital, cash generated from
operations and existing lines of credit will be adequate to fund our operations,
including the scale up of nameplate production capacity to approximately 35
megawatts by the end of the year 2000 and to approximately 65 megawatts by the
end of the year 2001. In the event we accelerate our manufacturing expansion
plans we may need to seek additional financing. Our inability to obtain the
necessary capital or financing to fund future expansions could materially and
adversely affect our business, results of operations and financial condition.
Additional financing may not be available when needed or may not be available on
terms acceptable to us. If additional funds are raised by issuing equity
securities, stockholders may incur dilution. If adequate funds are not
available, we may be required to delay, scale back or eliminate one or more of
our development programs or otherwise limit the development, manufacture or sale
of Silicon-Film(TM) solar cells, which could materially and adversely affect our
business, results of operations and financial condition.
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We are dependent on a small number of customers and the loss of one or more
would have a significant adverse effect on our business.
Historically, it has been our strategy to market our products to a limited
number of significant customers. We have no long-term volume purchase
commitments from any of our significant customers.
Our five largest customers accounted for, in the aggregate, approximately
65.6%, 65.8% and 60.4% of our product sales in 1998, 1999 and for the six months
ended June 30, 2000, respectively. Our product sales accounted for approximately
87.2%, 90.7% and 92.8% of total revenues in 1998, 1999 and for the six months
ended June 30, 2000, respectively. The remainder of our total revenues for these
periods was derived from government-related research and development contracts.
We anticipate that sales of our products to a limited number of key customers
will continue to account for a significant portion of our total revenues.
Consequently, any one of the following events may have a material adverse effect
on our business, results of operations and financial condition:
. reduction, delay or cancellation of orders from one or more of our
significant customers
. development by one or more of our significant customers of other sources of
supply
. selection by one or more of our significant customers of devices
manufactured by one of our competitors for inclusion in future product
generations
. loss of one or more of our significant customers or a disruption in our
sales and distribution channels
. failure of one of our significant customers to make timely payment of our
invoices
We cannot be certain that we will retain our current customers, that we will
be able to recruit additional or replacement customers or that our current
customers will make timely payment of our invoices. If we were to lose one or
more significant customers to a competitor, our business, results of operations
and financial condition could be materially adversely affected.
We rely on our customers to distribute or resell our products to end users as
part of integrated systems and any disruptions in our relationships with these
customers would have a significant adverse effect on our business.
Our marketing strategy has been to sell our products primarily to marketing
intermediaries selected to provide access to certain important market segments
and regions around the world. Our customers are generally not end users of our
products but are usually distributors, module assemblers or system integrators
who either resell our products to other customers or package our products into
systems for resale to end users. These marketing intermediaries are not under
our control. Therefore, we have no control over the ability of our customers to
market and sell to end users. In addition, we have no control over the financial
performance of our customers, which may affect the ability of these customers to
purchase and pay for our products.
We cannot be certain that our current customers will continue to place orders
with us, that orders by existing customers will continue at the levels of
previous periods, that existing customers will pay our invoices or that we will
be able to obtain orders from new customers. A disruption in our relationships
12
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with our current customers may have a material adverse effect on our business,
results of operations and financial condition.
A decrease in the availability of system financing for remote electric power
applications could have a material adverse effect on our business.
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 other alternative forms of off-grid power
generation. We estimate that remote electric power applications currently
comprise approximately 59% 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. We believe that the availability of financing, such as
loans and lease arrangements, could have a significant effect on the rate of
growth of off-grid solar electric power. Our 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 our
business, results of operations and financial condition.
Any reduction or elimination of government subsidies and economic incentives for
on-grid applications would adversely affect our business.
Approximately 41% of the market for solar electric power is for on-grid
applications, according to PV Energy Systems. Today, the cost of solar electric
power substantially exceeds the cost of power furnished by the conventional
electric utility grid. Governmental bodies in 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 on-grid applications and to reduce dependency
on other forms of energy. On-grid 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. The growth of the market for solar electric
power products depends in part on government programs for solar electric power
subsidies and consumer incentives. Any reduction or elimination of government
subsidies may have a material adverse effect on our business, results of
operations and financial condition.
We are dependent on key third party suppliers of silicon wafers and other raw
materials which may cause delays in manufacturing and increase costs.
We manufacture all of our products using materials procured from third-party
suppliers. We purchase and recycle silicon wafers from the semiconductor
industry for use in our single crystal solar cell manufacturing process and have
generally been successful in obtaining sufficient quantities of quality wafers
from a variety of sources. Other required raw materials, including silicon, are
available in adequate quantities from multiple sources, although for economic
and quality control reasons we utilize single sources of supply for certain
materials. Increased demand for silicon wafers and improvements in recycling by
the semiconductor industry could reduce the supply of silicon wafers and
increase their cost to us.
If we are unable to obtain a sufficient supply of raw materials from our
current sources, we could experience difficulties in obtaining alternative
sources quickly or in altering product design to use alternative materials.
Resulting delays or reductions in product shipments could damage customer
relationships. Furthermore, a significant increase in the price of one or more
of these materials could
13
<PAGE>
have a material adverse effect on our business, results of operations and
financial condition.
Our future operating results are likely to fluctuate which may adversely affect
the market price of our common stock.
Our quarterly and annual operating revenues, expenses and operating results
may fluctuate due to a variety of factors, many of which are beyond our control,
including:
. the timing of orders from, and shipments to, significant customers
. the timing of new product introductions by us or our competitors
. delays in the planned Silicon-Film(TM) manufacturing expansion
. variations in the mix of products sold by us or our competitors
. the timely payment of our invoices
. possible decreases in average selling prices of our products in response to
competitive pressures
. market acceptance of new and enhanced versions of our products
. the availability and cost of key raw materials
. requirements for cost sharing on government contracts
. fluctuations in general economic conditions
. negotiation of final government contract overhead rates
Due to all of the foregoing factors, we do not believe that period-to-period
comparisons of our historical results of operations are indications of future
performance. Furthermore, it is possible that in some future quarters our
results of operations may fall below the expectations of securities analysts and
investors. In such event, the price of our stock on the Nasdaq National Market
will likely be materially and adversely affected.
We may be unable to find additional appropriate strategic alliances or maintain
existing ones which would adversely affect market penetration.
We have leveraged, and plan to continue to leverage, our resources in
manufacturing technology, marketing and sales of solar electric power products
through collaborative agreements with corporate partners and customers. Such
strategic alliances may include cooperative agreements for sharing of
information, cooperative marketing agreements, or other business relationships
such as equity investments or joint ventures. We have developed several
strategic alliances to assist in commercializing our Silicon-Film(TM)
technology.
Our current alliances with GPU International and Atersa are intended to
facilitate our entry into the grid-connected supply of bulk quantities of solar
electric power and to expand our relationships with module assemblers worldwide,
respectively.
14
<PAGE>
The terms of such alliances may require us and our partners to share revenues
and expenses from certain activities or for us to grant to our partners licenses
to manufacture, market and sell products based upon our Silicon-Film(TM)
technology. Our current alliances provide for cost sharing and technology
sharing with respect to jointly developed technologies. Such terms could be part
of any future strategic alliance and could materially impact our business,
results of operations and financial condition.
We may be unable to find appropriate future strategic alliances in markets in
which we have little experience, which could prevent us from bringing our
products to these markets in a timely manner, or at all. If we do not enter into
effective alliances, our products may not achieve this significant market
penetration which could materially adversely affect our business, results of
operations and financial condition.
We must keep pace with technological changes. Our failure to do so may result in
the loss of customers and revenue opportunities which would seriously affect our
business.
The markets for our solar electric power products are characterized by
changing technology. While we believe we have developed a new technology for
solar electric power applications, our future success will depend in large part
on our ability to keep pace with advancing solar electric power technology.
In addition to our Silicon-Film(TM) technology, we believe that there are 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 bulk (ingot based), ribbon and
thin film crystalline silicon. Any of these competing technologies could achieve
manufacturing costs less than the manufacturing costs expected to be achieved by
Silicon-Film(TM) products being developed by us. There is the risk that our
development efforts will be rendered obsolete by technological advances of
others or that other materials will prove more advantageous for the
commercialization of solar electric power products. We believe that to remain
competitive in the future, we will need to invest significant financial
resources in research and development. Our failure to develop and introduce new
products in a timely fashion could materially adversely affect our business,
results of operations and financial condition.
Our contracts with federal and state governments subject us to certain risks
including termination and audit.
We intend to continue our policy of selectively pursuing contract research
programs funded by various agencies of the United States government and state
governments to complement and enhance our own resources.
The percentage of our total revenues derived from government-related
contracts was approximately 12.8%, 9.3% and 7.2% for 1998 and 1999 and for the
six months ended June 30, 2000, respectively. Contracts involving the United
States government are subject to various risks, including the risk of
termination at the convenience of the government. To date, the government has
not terminated any of our contracts. Other risks include potential disclosure of
our 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 a government agency to exercise its non-exclusive,
royalty-free, irrevocable worldwide license to any technology developed under
contracts funded by the government if
15
<PAGE>
the contractor fails to continue to develop the technology.
There is no certainty that the United States government will continue its
commitment to programs to which our development projects are applicable or that
we can compete successfully to obtain funding available pursuant to these
programs. A reduction or discontinuance of the government's commitment to these
programs or of our participation in these programs could have a material adverse
effect on our business, results of operations and financial condition.
Substantially all of our revenues from government contracts, including overhead
rates, are subject to audit under various federal statutes.
In October 2000, the U. S. Government filed a civil action against us
alleging overbilling of $2.3 million on government contracts. The suit also
seeks treble damages and penalties. The government alleges that for the periods
from 1991 through 1995, we charged the government for costs of our commercial
operations. The central issue of the complaint is the allocation of the costs of
our pilot manufacturing line to our government contracts. We have been in a
dispute about with the government since mid 1996 and have, to date, been unable
to resolve the diffrences. The government had previously audited and accepted
our overhead rate structure for 1991-1993, but has reversed its position. See
"Legal Proceedings" for further information about this matter.
There are risks associated with our use of hazardous materials and our failure
to control their use could result in substantial financial liabilities.
We use, generate and discharge toxic, volatile or otherwise hazardous
chemicals and wastes in our research and development and manufacturing
activities. Therefore, we are subject to a variety of federal, state and local
government regulations related to the storage, use and disposal of these
materials. Failure to comply with present or future regulations could result in
an imposition of fines on us, suspension of production or a cessation of
operations. We are not aware of any environmental investigation, proceeding or
action by federal or state agencies involving any of our facilities. However,
under certain federal and state statutes and regulations, a government agency
may seek recovery and response costs from both operators and owners of property
where releases of hazardous substances were committed by previous occupants of
the property or have occurred or are ongoing. If we fail to control the use of,
or to restrict adequately the discharge of, hazardous substances, we could be
subject to substantial financial liabilities which could have a material adverse
effect on our business, results of operations and financial condition.
We are dependent on key personnel and our business would be disrupted if we are
unable to retain and expand our management team.
Due to the nature of our business, we are highly dependent on the continued
service of, and on the ability to attract and retain, qualified engineering,
technical, manufacturing, sales, marketing and senior management personnel. The
competition for such personnel is intense. The loss of any key employees or
principal members of management could have a material adverse effect on our
business and operating results. In addition, if we are unable to hire additional
qualified personnel as needed, we may not be able to adequately manage and
implement our plans for expansion and growth. We may not be able to continue to
attract and retain the qualified personnel necessary for the development of our
business.
None of our personnel is covered by an employment contract other than Allen
M. Barnett, our President and Chief Executive Officer, and any other officer or
employee of our company can terminate his or her relationship with us at any
time. None of our employees is subject to non-competition agreements which would
survive termination of employment. We do not have "key person" insurance
coverage for the loss of any of our employees other than a $500,000 insurance
policy on the life of Dr. Barnett.
16
<PAGE>
Our stock price is volatile.
The market for securities of high technology companies, including ours, has
been highly volatile. The market price of our common stock has fluctuated
between $5.875 and $57.125 from February 13, 1998 to October 23, 2000, and the
last sale price was $50.75 on October 23, 2000. It is likely that the price
of our common stock will continue to fluctuate widely in the future. Factors
affecting the trading price of our common stock include:
. responses to quarter-to-quarter variations in operating results
. announcements of technological innovations or new products by us or our
competitors
. failure to meet securities analysts' estimates
. changes in financial estimates by securities analysts
. conditions, trends or announcements in the solar electric power industry
. announcements of significant acquisitions, strategic alliances, joint
ventures or capital commitments by us or our competitors
. additions or departures of key personnel
. sales of common stock
. accounting pronouncements or changes in accounting rules that affect our
financial statements
. other factors and events beyond our control
In addition, the stock market in general, and the market for
technology-related stocks in particular, has experienced extreme volatility that
often has been unrelated to the operating performance of particular companies.
These broad market and industry fluctuations may adversely affect the trading
price of our common stock, regardless of our actual operating performance.
Purchasers may be unable to resell their shares of our common stock at or
above the offering price. In the past, companies that have experienced
volatility in the market price of their stock have been the object of securities
class action litigation. If we were the subject of securities class action
litigation, it could result in substantial costs, a diversion of management's
attention and resources and a material adverse effect on our business and
financial condition.
We may acquire other companies, product lines or technology and our failure to
integrate any acquisition would have an adverse effect on our business.
We may pursue acquisitions that could provide new technologies, products or
businesses. Future acquisitions may involve the use of significant amounts of
cash, potentially dilutive issuances of equity securities, incurrence of debt or
amortization of expenses related to goodwill and other intangible assets.
17
<PAGE>
In addition, acquisitions involve numerous risks, including:
. difficulties in the assimilation of the operations, technologies, products
and personnel of the acquired company
. the diversion of management's attention from other business concerns
. risks of entering markets in which we have no or limited prior experience
. the potential loss of key employees of ours or of the acquired company
We currently have no commitments with respect to any acquisition. In the
event that such an acquisition does occur and we are unable to successfully
integrate businesses, products, technologies or personnel that we acquire, our
business, results of operations and financial condition could be materially
adversely affected.
Certain current stockholders own a large portion of our voting stock.
At September 30, 2000, our officers, directors and affiliated entities
together beneficially own approximately 14.9% of our outstanding common stock.
As a result, these stockholders may be able to substantially influence all
matters requiring stockholder approval and thereby, our management and affairs.
Matters that typically require stockholder approval include:
. election of directors
. merger or consolidation
. sale of all or substantially all of our assets
This concentration of ownership may delay, deter or prevent acts that would
result in a change of control, which in turn could reduce the market price of
our common stock.
Anti-takeover provisions in our charter documents and Delaware law could prevent
or delay a change in control of our company or make transactions beneficial to
our stockholders more difficult.
Certain provisions of our amended and restated certificate of incorporation
and by-laws may discourage, delay or prevent a merger or acquisition that
stockholders may consider favorable, which could reduce the market price of our
common stock. Such provisions include:
. authorizing the issuance of "blank check" preferred stock
. providing for a classified board of directors with staggered, three-year
terms
. providing that directors may only be removed for cause by the affirmative
vote of 80% of the stockholders
18
<PAGE>
. limiting the persons who may call special meetings of stockholders
. prohibiting stockholder action by written consent
. establishing advance notice requirements for nominations for election to
the board of directors or for proposing matters that can be acted on by
stockholders at stockholder meetings
Delaware law may also discourage, delay or prevent someone from acquiring or
merging with us.
We do not expect to pay cash dividends.
We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain any future earnings for use in the operation and
expansion of our business. The terms of our bank debt agreements prohibit us
from paying cash dividends without the consent of the lender. Therefore, we do
not expect to pay any cash dividends in the foreseeable future.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties, which may include statements about our:
. business strategy
. expansion of our manufacturing capabilities
. plans for hiring additional personnel
. plans for entering into collaborative agreements
. anticipated sources of funds to fund our operations for the four years
following the date of this prospectus
. plans, objectives, expectations and intentions contained in this prospectus
that are not historical facts
When used in this prospectus, the words "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates" and similar expressions are generally
intended to identify forward-looking statements. Because these forward-looking
statements involve risks and uncertainties, actual results could differ
materially from those expressed or implied by these forward-looking statements
for a number of reasons, including those discussed under "Risk Factors" and
elsewhere in this prospectus. We assume no obligation to update any
forward-looking statements.
19
<PAGE>
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 our common stock eligible for sale pursuant to this Prospectus or
which may become eligible for sale pursuant to this prospectus whether or not
the holders of these shares have any present intent to do so are shares which
(1) have been acquired by certain of our employees and consultants prior to the
date of this prospectus, pursuant to our 1999 Stock Option Plan; (2) have been
acquired or may be acquired from time to time from us by Allen M. Barnett, our
President and Chief Executive Officer, pursuant to his amended and restated
employment agreement; (3) have been acquired or may be acquired from time to
time by Dr. Barnett pursuant to a non-qualified stock option agreement or (4)
have been acquired or may be acquired from time to time by certain non-employee
directors pursuant to non-qualified stock option agreements. Selling
stockholders that are currently identifiable are named in Appendix A and
Appendix B to this prospectus. Additional Selling stockholders may be named in
one or more supplements to this prospectus.
PLAN OF DISTRIBUTION
All or a portion of the shares offered through this prospectus may be sold,
from time to time, by or for the selling stockholders in one or more
transactions in the public market on the Nasdaq National Market, in privately
negotiated transactions, or in a combination of those transactions. These sales
may be made either at fixed prices which may be changed, at market prices
prevailing at the time of sale on the Nasdaq National Market, at prices related
to prevailing market prices or at negotiated prices. The shares may be sold
directly by the selling stockholders, each acting as principal for his own
account or may be sold through brokers, dealers or other agents designated from
time to time by the selling stockholders. These 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. We
anticipate that that there will be no underwriting commissions or discounts
payable with respect to these transactions, other than brokers' commissions or
fees customarily paid on these types of transactions, which commissions and fees
will be borne by the selling stockholders.
Any shares of common stock that qualify for sale pursuant to Rule 144 under
the Securities Act of 1933, as amended, may be sold under Rule 144 rather than
pursuant to this prospectus.
The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in the distribution of the shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended,
and any commissions received by them and any profit received by them may be
deemed to be underwriting commissions or discounts under the Securities Act of
1933, as amended. Under applicable rules and regulations under the Securities
Exchange Act of 1934, as amended, any person engaged in the distribution of the
shares may not simultaneously engage in market-making activities with respect to
our common stock for a period of one business day prior to the commencement of
that distribution. In addition, each selling stockholder will be subject to
applicable
20
<PAGE>
provisions of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated under the Securities Exchange Act of 1934, as amended,
including, Regulation M, which provisions may limit the timing of purchases and
sales of our common stock by the selling stockholders. All of these things may
limit the marketability of the shares.
To our knowledge, no underwriting arrangements have been entered into by the
selling stockholders with respect to the shares as of the date of this
prospectus. If we are notified by a selling stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of shares
through a block trade, special offering or secondary distribution, or a purchase
by a broker or dealer, we will file a supplement to this prospectus, if
required, pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
disclosing (a) the name of each selling stockholder and of the participating
broker or dealer, (b) the number of shares involved, (c) the price at which the
shares were sold, (d) the commissions paid or the discounts or concessions
allowed to the broker or dealer, where applicable, (e) that the broker or dealer
did not conduct any investigation to verify the information set out or
incorporated by reference in this prospectus, and (f) other facts material to
the transaction.
To the extent required, we will use our best efforts to file, during any
period in which offers or sales are being made, one or more supplements to this
prospectus to describe any material information concerning the plan of
distribution not previously disclosed in this prospectus or any material change
to that information in this prospectus.
In order to comply with the securities laws of certain states, if applicable,
the shares will be sold in those jurisdictions only through registered or
licensed brokers or dealers.
We will pay all expenses incurred to register the shares, which are estimated
to be approximately $10,000., but all brokerage commissions and other expenses
incurred by individual selling stockholders will be paid by them. There is no
assurance that any of the selling stockholders will sell any or all of the
shares offered through this prospectus.
LEGAL PROCEEDINGS
On October 20, 2000, the United States of America filed a civil action
against us in the U.S. District Court for the District of Delaware to recover
damages and penalties with respect to the submission of invoices and Incurred
Cost Submissions to the U.S. Department of Defense and U.S. Department of
Energy. The complaint alleges that we falsely claimed that certain costs were
properly allocable to the government contracts when those costs were
attributable to a commercial venture, resulting in overpayments to us in the
amount of $2.3 million. The complaint seeks treble damages and penalties
aggregating approximately $7.9 million. We believe that the lawsuit is without
merit and will be successfully defended.
LEGAL MATTERS
The validity of the shares of common stock offered through this prospectus is
being passed upon by our counsel, Foreht Last Landau Miller & Katz, LLP, New
York, New York. A member of the firm of Foreht Last Landau Miller & Katz, LLP
owns 85,000 shares of our common stock and options to purchase up to an
additional 20,000 shares of common stock.
EXPERTS
The financial statements and schedule of AstroPower, Inc. as of December 31,
1999 and 1998 and for each of the years in the three-year period ended December
31, 1999, have been incorporated by reference herein and in the registration
statement in reliance upon the reports of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
21
<PAGE>
APPENDIX A
The following table sets forth certain information concerning the Selling
Stockholders as of the date of this Prospectus that are affiliates.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Name Number of Shares of Common Number of Shares Percentage Percentage
----
Stock Beneficially Owned Offered for Resale Beneficial Beneficial
------------------
Prior to Resale Ownership Ownership
---------------
Before Resale/1/ After Resale/1/
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Allen M. Barnett/2/ 1,508,456 392,000 12.3% 9.5%
----------------------------------------------------------------------------------------------------------------------------
Clare E. Nordquist/3/ 13,000 13,000 * *
----------------------------------------------------------------------------------------------------------------------------
George S. Reichenbach/4/ 18,000 18,000 * *
----------------------------------------------------------------------------------------------------------------------------
George W. Roland/5/ 13,000 13,000 * *
----------------------------------------------------------------------------------------------------------------------------
Charles R. Schaller/6/ 18,000 18,000 * *
----------------------------------------------------------------------------------------------------------------------------
Gilbert Steinberg/7/ 20,000 18,000 * *
----------------------------------------------------------------------------------------------------------------------------
Peter C. Aschenbrenner/8/ 65,823 65,823 * *
----------------------------------------------------------------------------------------------------------------------------
Robert B. Hall/9/ 78,871 18,120 * *
----------------------------------------------------------------------------------------------------------------------------
Thomas J. Stiner/10/ 88,308 73,308 * *
----------------------------------------------------------------------------------------------------------------------------
Richard K. McDowell/11/ 10,185 10,185 * *
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Represents less than 1 percent of our outstanding common stock.
(1) The percentage beneficial ownership before resale is calculated based on
12,343,308 shares of our common stock outstanding as of September 30, 2000.
The percentage beneficial ownership after resale is based on 11,678,006
shares of our common stock outstanding after accounting for the resale of
all of the Shares available for resale pursuant to this Prospectus.
Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission and includes shares
over which the indicated beneficial owner exercises voting and/or
investment power. In computing the number of shares beneficially owned by a
person in the first column and the percentage ownership of that person,
shares of common stock subject to options held by that person that are
currently exercisable or exercisable within 60 days of the date hereof are
deemed outstanding (except that any shares subject to options that are
being offered for resale pursuant to this Prospectus are not counted again
with respect to percentage beneficial ownership after resale). These
shares, however, are not deemed outstanding for the purpose of computing
the percentage ownership of any other person. Except as indicated in the
footnotes to this table and pursuant to applicable community property laws,
each stockholder named in the table has sole voting and investment power
with respect to the shares set forth opposite such stockholders' name. The
address of each of the selling stockholders, unless otherwise indicated is
c/o AstroPower, Inc., Solar Park, Newark, Delaware 19716-2000.
(2) Includes 1,150,114 shares held by a family trust of which Dr. Barnett is a
beneficiary and also 285,625 shares subject to options exercisable within
60 days from the date hereof. Dr. Barnett disclaims beneficial ownership of
the shares held by the trust except to the extent of his pecuniary interest
therein. Does not include 20,000 shares owned by his wife as to which Dr.
Barnett disclaims beneficial ownership.
(3) Includes 13,000 shares subject to options exercisable within 60 days from
the date hereof.
(4) Includes 18,000 shares subject to options exercisable within 60 days from
the date hereof.
(5) Includes 13,000 shares subject to options exercisable within 60 days from
the date hereof.
(6) Includes 18,000 shares subject to options exercisable within 60 days from
the date hereof.
(7) Includes 18,000 shares subject to options exercisable within 60 days from
the date hereof.
(8) Includes 65,823 shares subject to options exercisable within 60 days from
the date hereof.
(9) Includes 18,120 shares subject to options exercisable within 60 days from
the date hereof.
(10) Includes 73,308 shares subject to options exercisable within 60 days from
the date hereof.
(11) Includes 6,435 shares subject to options exercisable within 60 days from
the date hereof.
<PAGE>
APPENDIX B
The following table sets forth certain information concerning the Selling
Stockholders as of the date of this Prospectus that are not affiliates.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Name Number of Shares Offered for Resale
----- -----------------------------------
<S> <C>
----------------------------------------------------------------------------------------------------------------------------------
Dianna Able 150
----------------------------------------------------------------------------------------------------------------------------------
Abraham Sojan 300
----------------------------------------------------------------------------------------------------------------------------------
Ernest Anom Addo 250
----------------------------------------------------------------------------------------------------------------------------------
Kevin W. Allison 2000
----------------------------------------------------------------------------------------------------------------------------------
Nancy Aders 150
----------------------------------------------------------------------------------------------------------------------------------
Raymond Bias 250
----------------------------------------------------------------------------------------------------------------------------------
Thomas B. Bledsoe 417
----------------------------------------------------------------------------------------------------------------------------------
Betty Boyce 200
----------------------------------------------------------------------------------------------------------------------------------
Doris Cahill 200
----------------------------------------------------------------------------------------------------------------------------------
Sally Cherry 200
----------------------------------------------------------------------------------------------------------------------------------
Erwin D. Clark 100
----------------------------------------------------------------------------------------------------------------------------------
Sandra Collins 1250
----------------------------------------------------------------------------------------------------------------------------------
Ronel B. Conner 750
----------------------------------------------------------------------------------------------------------------------------------
Donald Cornette 63
----------------------------------------------------------------------------------------------------------------------------------
John Davies, Jr. 750
----------------------------------------------------------------------------------------------------------------------------------
Emanuel DelleDonne 250
----------------------------------------------------------------------------------------------------------------------------------
Vincent DiReda 250
----------------------------------------------------------------------------------------------------------------------------------
John Dolan 350
----------------------------------------------------------------------------------------------------------------------------------
Thomas Ellwood 100
----------------------------------------------------------------------------------------------------------------------------------
Michael S. Epperly 125
----------------------------------------------------------------------------------------------------------------------------------
Dale Faber 100
----------------------------------------------------------------------------------------------------------------------------------
Deborah A. Facciolo 250
----------------------------------------------------------------------------------------------------------------------------------
Richard G. Fernald 100
----------------------------------------------------------------------------------------------------------------------------------
Isidro Flores 200
----------------------------------------------------------------------------------------------------------------------------------
Jesus Tlaseca Flores 100
----------------------------------------------------------------------------------------------------------------------------------
Arthur E. Frank 125
----------------------------------------------------------------------------------------------------------------------------------
Edgar Gartley IV 750
----------------------------------------------------------------------------------------------------------------------------------
Elizabeth Gentry 200
----------------------------------------------------------------------------------------------------------------------------------
Gwendolyn Gibbs 25
----------------------------------------------------------------------------------------------------------------------------------
Frank B. Goralski 125
----------------------------------------------------------------------------------------------------------------------------------
Cathie Harenberg 200
----------------------------------------------------------------------------------------------------------------------------------
Kelly Harris 100
----------------------------------------------------------------------------------------------------------------------------------
Mary Hathaway 200
----------------------------------------------------------------------------------------------------------------------------------
Scott Hathaway 225
----------------------------------------------------------------------------------------------------------------------------------
Victoria J. Hetzell 25
----------------------------------------------------------------------------------------------------------------------------------
Charlotte Ann Heverin 100
----------------------------------------------------------------------------------------------------------------------------------
Christopher M. Hoffman 125
----------------------------------------------------------------------------------------------------------------------------------
Angela L. Hubbard 25
----------------------------------------------------------------------------------------------------------------------------------
Cindy Husfelt 200
----------------------------------------------------------------------------------------------------------------------------------
Donald Jackson 125
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C>
----------------------------------------------------------------------------------------------------------------------------------
Diane Johns 200
----------------------------------------------------------------------------------------------------------------------------------
Stanley R. Johnson 50
----------------------------------------------------------------------------------------------------------------------------------
Ralf Jonczyk 250
----------------------------------------------------------------------------------------------------------------------------------
Marjorie Kennedy 150
----------------------------------------------------------------------------------------------------------------------------------
Patricia Kerr 200
----------------------------------------------------------------------------------------------------------------------------------
Kelly Lane 100
----------------------------------------------------------------------------------------------------------------------------------
Darell Leary 144
----------------------------------------------------------------------------------------------------------------------------------
Joseph Lesko 750
----------------------------------------------------------------------------------------------------------------------------------
Melissa Levering 175
----------------------------------------------------------------------------------------------------------------------------------
Dave Lucas 25
----------------------------------------------------------------------------------------------------------------------------------
Michael MacAteer 200
----------------------------------------------------------------------------------------------------------------------------------
Eunice G. Nock 100
----------------------------------------------------------------------------------------------------------------------------------
Donna Oals 125
----------------------------------------------------------------------------------------------------------------------------------
Sharon L. Peacock 475
----------------------------------------------------------------------------------------------------------------------------------
Christopher Peters 25
----------------------------------------------------------------------------------------------------------------------------------
Vicki Rausch 162
----------------------------------------------------------------------------------------------------------------------------------
Deborah J. Richards 100
----------------------------------------------------------------------------------------------------------------------------------
Laor Rittenour 200
----------------------------------------------------------------------------------------------------------------------------------
Deborah Ruff 100
----------------------------------------------------------------------------------------------------------------------------------
Jimmy L. Ruff 25
----------------------------------------------------------------------------------------------------------------------------------
Gerald Sherwood Saunders 25
----------------------------------------------------------------------------------------------------------------------------------
James P. Shallow 1250
----------------------------------------------------------------------------------------------------------------------------------
Catherine Scheffler 200
----------------------------------------------------------------------------------------------------------------------------------
Christopher Shelley 500
----------------------------------------------------------------------------------------------------------------------------------
Carol Shilling 150
----------------------------------------------------------------------------------------------------------------------------------
Dawn Shomper 200
----------------------------------------------------------------------------------------------------------------------------------
Paul Sims 1650
----------------------------------------------------------------------------------------------------------------------------------
Anita J. Smith 100
----------------------------------------------------------------------------------------------------------------------------------
Kelley Stewart 200
----------------------------------------------------------------------------------------------------------------------------------
Thomas Sullivan 163
----------------------------------------------------------------------------------------------------------------------------------
John Sylvester 25
----------------------------------------------------------------------------------------------------------------------------------
Gregory A. Talley 25
----------------------------------------------------------------------------------------------------------------------------------
Catherine A. Talley 400
----------------------------------------------------------------------------------------------------------------------------------
Jamie M. Trenary 100
----------------------------------------------------------------------------------------------------------------------------------
David Alan Vent 800
----------------------------------------------------------------------------------------------------------------------------------
Scott Wallace 375
----------------------------------------------------------------------------------------------------------------------------------
Donna Watkins 125
----------------------------------------------------------------------------------------------------------------------------------
William Whiteman 200
----------------------------------------------------------------------------------------------------------------------------------
Mitchell W. Willis 25
----------------------------------------------------------------------------------------------------------------------------------
Theresa Jane Willis 325
----------------------------------------------------------------------------------------------------------------------------------
Evelyn Ann Wisher-Blackstone 100
----------------------------------------------------------------------------------------------------------------------------------
Joshua P. Yaskoff 250
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<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, 1999
(Commission File No. 000-23657);
(b) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2000
and June 30, 2000;
(c) Proxy Statement on Schedule 14A for the Annual Meeting of Stockholders of
the Company held on June 15, 2000; and
(d) The description of the Company's Common Stock contained in the 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).
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 Foreht Last Landau Miller & Katz, LLP, New York, New York. A
member of the firm of Foreht Last Landau Miller & Katz, LLP owns 85,000 shares
of Common Stock of the Company and options to purchase up to an additional
20,000 shares of Common Stock.
II-1
<PAGE>
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 attorneys' 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
attorneys' 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.
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<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
The Exhibits required to be filed as part of this Registration Statement are
listed in the attached Index to Exhibits.
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) 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)(i) 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.
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<PAGE>
(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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newark, Delaware, on October 24, 2000.
AstroPower, Inc.
By: /s/ Allen M. Barnett
---------------------------
Allen M. Barnett
President, Chief Executive Officer and Director
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Allen M. Barnett and Thomas J.
Stiner, and each of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such person and
in such person's name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file 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, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue thereof.
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:
SIGNATURE TITLE DATE
/s/ Allen M. Barnett President, Chief October 24, 2000
---------------------------
Allen M. Barnett Executive Officer
and Director
/s/ Thomas J. Stiner Senior Vice President, October 24, 2000
---------------------------
Thomas J. Stiner Secretary, Chief Financial
Officer Treasurer and
Principal Accounting
Officer
/s/ George S. Reichenbach Director October 24, 2000
- -------------------------
George S. Reichenbach
/s/ George W. Roland Director October 24, 2000
- -------------------------
George W. Roland
/s/ Gilbert Steinberg Director October 24, 2000
- -------------------------
Gilbert Steinberg
/s/ Clare E. Nordquist Director October 24, 2000
- -------------------------
Clare E. Nordquist
/s/ Charles R. Schaller Director October 24, 2000
---------------------------
Charles R. Schaller
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<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
4.1 1999 Stock Option Plan/1/.
4.2 Amendment to 1999 Stock Option Plan/2/.
4.3 Amended and Restated Employment Agreement of Allen M. Barnett/3/.
4.4 Non-Qualified Stock Option Agreement of Allen M. Barnett/2/.
4.5 Non-Qualified Stock Option Agreement of George S. Reichenbach/2/.
4.6 Non-Qualified Stock Option Agreement of George W. Roland/2/.
4.7 Non-Qualified Stock Option Agreement of Clare E. Nordquist/2/.
4.8 Non-Qualified Stock Option Agreement of Charles R. Schaller/2/.
4.9 Non-Qualified Stock Option Agreement of Gilbert Steinberg/2/.
5.1 Opinion of Foreht Last Landau Miller & Katz, LLP with respect to
the legality of the securities being registered/2/.
23.1 Consent of KPMG LLP/2/.
23.2 Consent of Foreht Last Landau Miller & Katz, LLP (contained in
Exhibit 5.1).
24 Power of Attorney (See Power of Attorney in Registration
Statement).
-------------------------------------------
/1/ Previously filed as an exhibit to Registrant's Proxy Statement on
Schedule 14A for the Annual Meeting of Stockholders of the Company held
on June 16, 1999.
/2/ Filed herewith.
/3/ Previously filed as an exhibit to Registrant's Annual Report on Form
10-K, File No. 000-23567, which is incorporated herein by reference.
