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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE DII GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-1224426
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
6273 MONARCH PARK PLACE, SUITE 200 80503
NIWOT, COLORADO (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
THE DII GROUP, INC.
1994 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
CARL R. VERTUCA, JR.
THE DII GROUP, INC.
6273 MONARCH PARK PLACE, SUITE 200
NIWOT, COLORADO 80503
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE:
(303) 652-2221
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value(2)... 1,450,000 Shares $29.81 $43,224,500 $14,905
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(1) Estimated solely for the purpose of computing the registration fee,
based on the average of the high and low prices for the Common Stock as
reported on the Nasdaq National Market System on August 26, 1996.
(2) Including associated Series A Junior Participating Preferred Stock
Purchase Rights attached thereto.
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INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 relates to the registration of
additional shares reserved for issuance under the registrant's 1994 Stock
Incentive Plan. Pursuant to General Instruction E. of Form S-8, the
contents of the Registration Statement on Form S-8 (Registration No.
33-90572) filed with the Securities and Exchange Commission and effective
on March 23, 1995 are hereby incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Niwot, State of Colorado, on the 28th day of August,
1996.
The DII Group, Inc.
By:/s/ Carl R. Vertuca, Jr.
-------------------------------------
Name: Carl R. Vertuca, Jr.
Title: Senior Vice President and Chief
Financial Officer
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/ Ronald R. Budacz Chairman and Chief Executive August 28, 1996
- ----------------------------- Officer
Ronald R. Budacz
/s/ Carl R. Vertuca, Jr. Director, Senior Vice President August 28, 1996
- ----------------------------- and Chief Financial Officer
Carl R. Vertuca, Jr. (Principal Financial Officer)
/s/ Thomas J. Smach Vice President-Finance and August 28, 1996
- ----------------------------- Controller
Thomas J. Smach
/s/ Robert L. Brueck Director August 28, 1996
- -----------------------------
Robert L. Brueck
/s/ Lewis E. Burns Director August 28, 1996
- -----------------------------
Lewis E. Burns
- ----------------------------- Director August __, 1996
Gary P. Kennedy
/s/ Gary L. Roubos Director August 28, 1996
- -----------------------------
Gary L. Roubos
/s/ Gerard T. Wrixon Director August 28, 1996
- -----------------------------
Gerard T. Wrixon, Msc. Phd.
/s/ Alexander W. Young Director August 28, 1996
- -----------------------------
Alexander W. Young
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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5 Opinion of Curtis, Mallet-Prevost, Colt & Mosle
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Deloitte & Touche
23.3 Consent of Curtis, Mallet-Prevost, Colt & Mosle (included in
Exhibit 5)
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EXHIBIT 5
CURTIS, MALLET-PREVOST, COLT & MOSLE
August 28, 1996
The DII Group, Inc.
6273 Monarch Park Place
Suite 200
Niwot, Colorado 80503
Gentlemen:
We have acted as special counsel for The DII Group, Inc., a
Delaware corporation (the "Company"), with respect to the proposed registration
and sale by the Company of an additional 1,450,000 shares of the Company's
common stock, $0.01 par value per share (the "Common Stock"), issuable upon the
exercise of options and the vesting of performance shares granted or to be
granted under the Company's 1994 Stock Incentive Plan (the "Plan") and covered
by a Registration Statement on Form S-8 (the "Registration Statement") filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended.
In connection herewith, we have examined the Restated
Certificate of Incorporation, the Restated By-laws and minute books of the
Company, the Registration Statement and all exhibits thereto, and such other
documents as we have considered necessary.
Based upon such examination, it is our opinion that the shares
of Common Stock proposed to be sold or issued by the Company, when sold or
issued pursuant to the Plan and the resolutions of the Board of Directors of the
Company (and the Compensation Committee thereof) authorizing the same, will be
legally issued, fully paid and non-assessable. The opinion expressed herein is
subject to the Board of Directors of the Company making a determination pursuant
to Section 153 of the Delaware General Corporation Law that the value received
by the Company is not less than the par value of the shares to be issued in the
case of shares to be issued upon the vesting of performance shares.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
We are giving this opinion to the Company, and no person other
than the Company may rely upon it.
Very truly yours,
/s/ Curtis, Mallet-Prevost, Colt & Mosle
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Curtis, Mallet-Prevost, Colt & Mosle
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Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
The DII Group, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of The DII Group, Inc. of our reports dated January 30, 1996, relating to
the consolidated balance sheets of The DII Group, Inc. and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1995, and the related schedule, which reports appear
in the December 31, 1995, annual report on Form 10-K of the DII Group, Inc.
/s/ KPMG Peat Marwick LLP
----------------------------
KPMG Peat Marwick LLP
Denver, Colorado
August 27, 1996
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EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration Statement of
The DII Group on Form S-8 of our report dated January 31, 1996 on the
consolidated financial statements of Orbit Semiconductor, Inc. as of December
31, 1994 and 1995 and for each of the three years in the period ended December
31, 1995, which financial statements appear in Registration Statement No.
333-6789 of The DII Group on Form S-4.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
San Jose, California
August 27, 1996
