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As Filed With the Securities and Exchange Commission on August 22, 1997 FILE
NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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EFTC CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-0854616
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
9351 Grant Street
Denver, Colorado 80229
(Address of principal executive offices) (Zip Code)
ELECTRONIC FAB TECHNOLOGY CORP.
STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(As amended and restated January 20, 1997)
ELECTRONIC FAB TECHNOLOGY CORP.
EQUITY INCENTIVE PLAN
(As amended and restated January 20, 1997)
(Full title of the Plans)
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Stuart W. Fuhlendorf With copies to:
Vice President, Chief Financial Officer Francis R. Wheeler, Esq.
EFTC Corporation Whitney Holmes, Esq.
9351 Grant Street Holme Roberts & Owen LLP
Denver, Colorado 80229 1700 Lincoln, Suite 4100
(Name and address of agent for service) Denver, Colorado 80203
(303) 861-7000
(303) 451-8200
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock 80,000(2) $9.00 $720,000 $ 218.16
670,000(3) $9.00 $6,030,000 $1,827.09
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Total: $2,045.25
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee for
the shares being registered hereby pursuant to Rule 457 based on (a)$9.00 per
share (the average of the high and low sales price for Common Stock on August
15, 1997 as reported on the Nasdaq National Market) for 80,000 shares, of
Common Stock that may be acquired upon exercise of options under the Stock
Option Plan For Non-Employee Directors, and (b) $9.00 per share for 670,000
shares (the average of the high and low sales price for Common Stock on August
15, 1997 as reported on the Nasdaq National Market) of Common Stock that may be
acquired upon exercise of options under the Equity Incentive Plan.
(2) Covered by the Stock Option Plan for Non-Employee Directors.
(3) Covered by the Equity Incentive Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in the Registration Statement:
(1) Annual Report on Form 10-K of the Company for the year ended December 31,
1996.
(2) Current Report Form 8-K of the Company filed with the Securities and
Exchange Commission on March 5, 1997, as amended by Form 8-K/A of the Company
filed with the Securities and Exchange Commission on May 2, 1997.
(3) Quarterly Report on Form 10-Q of the Company for the quarter ended March
31, 1997.
(4) Quarterly Report on Form 10-Q of the Company for the quarter ended June
30, 1997.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment that indicates that all securities offered have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part thereof from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts
Not Applicable.
Item 6. Indemnification of Directors and Officers
Article Five of the Company's Articles of Incorporation and Article VI of the
Company's Bylaws require the Company to indemnify, to the fullest extent
authorized by applicable law, any person who is or is threatened to be made a
party to any civil, criminal, administrative, arbitrative or investigative
proceeding instituted or threatened by reason of the fact that he is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan.
Article Four of the Company's Articles of Incorporation provides that, to the
fullest extent permitted by the Colorado Corporation Code or any successor
statute, directors of the Company shall not be liable to the Company or any of
its shareholders for monetary damages caused by a breach of a fiduciary duty by
such director.
Sections 7-109-102 and 103 of the Colorado Business Corporation Act ("CBCA")
authorize the indemnification of directors and officers against liability
incurred by reason of being a director or officer and against expenses
(including attorney's fees) judgments, fines and amounts paid in settlement and
reasonably incurred in connection with any action seeking to establish such
liability, in the case of third-party claims, if the officer or director acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and in the case of actions by or in the
right of the corporation, if the officer or director acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interest of
the
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corporation and if such officer or director shall not have been adjudged liable
to the corporation, unless a court otherwise determines. Indemnification is
also authorized with respect to any criminal action or proceeding where the
officer or director also had no reasonable cause to believe his conduct was
unlawful.
The above discussion of the Company's Articles of Incorporation, Bylaws and the
CBCA is only a summary and is qualified in its entirety by the full text of
each of the foregoing.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit No. Description
5.1 Opinion of Holme Roberts & Owen LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Holme Roberts & Owen LLP is contained in its legality
opinion filed as Exhibit 5.1
24.1 Powers of Attorney
Item 9. Undertakings
(a) Rule 415 Offerings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the high or low end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new
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registration statement relating to the securities 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.
(b) Filings incorporating subsequent Exchange Act documents by reference.
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Request for acceleration of effective date or filing of registration
statement on Form S-8.
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 foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of competent 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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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 Denver, State of Colorado, August 22, 1997.
EFTC CORPORATION,
a Colorado corporation
By/s/Stuart W. Fuhlendorf
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Stuart W. Fuhlendorf
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>
Title/Position Held
Signature with Registrant Date
- --------- --------------- ----
<S> <C> <C>
* Chairman of the Board August 22, 1997
- --------------------
Gerald J. Reid
* President, Chief August 22, 1997
- -------------------- Executive Officer
Jack Calderon and Director
* August 22, 1997
- --------------------
Lucille A. Reid Director
/s/Stuart W. Fuhlendorf August 22, 1997
- -----------------------
Stuart W. Fuhlendorf Chief Financial Officer
and Director
* Director August 22, 1997
- --------------------
James A. Doran
* Director August 22, 1997
- --------------------
Robert McNamara
* Director August 22, 1997
- --------------------
Masoud S. Shirazi
* Director August 22, 1997
- --------------------
Darrayl Cannon
* Chief Administrative August 22, 1997
- -------------------- Officer
August P. Breuhlman
* Director August 22, 1997
- --------------------
Richard L. Monfort
* Secretary and August 22, 1997
- -------------------- Director
Lloyd A. McConnell
* Director August 22, 1997
- --------------------
David W. Van Wert
* Director August 22, 1997
- --------------------
Charles E. Hewitson
</TABLE>
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<TABLE>
<S> <C> <C>
* Director August 22, 1997
- --------------------
Gregory C. Hewitson
* Director August 22, 1997
- --------------------
Matthew J. Hewitson
*By:/s/ Stuart W. Fuhlendorf
------------------------
Stuart W. Fuhlendorf,
as attorney-in-fact
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
5.1 Opinion of Holme Roberts & Owen LLP 8
23.1 Consent of KPMG Peat Marwick LLP 10
23.2 Consent of Arthur Andersen LLP 12
23.2 Consent of Holme Roberts & Owen LLP
is contained in its legality opinion
filed as Exhibit 5.1
24.1 Powers of Attorney 14
</TABLE>
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Exhibit 5.1
August 22, 1997
Board of Directors of
EFTC Corporation
9351 Grant Street
Denver, Colorado 80229
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 filed with the
Securities and Exchange Commission (the "Commission") on August 22, 1997 (the
"Registration Statement") by EFTC Corporation (formerly named "Electronic Fab
Technology Corp."), a Colorado corporation (the "Company"), for the purpose of
registering 750,000 shares of Common Stock (the "Shares") under the Securities
Act of 1933.
As counsel for the Company, we have examined such documents and reviewed such
questions of law as we have considered necessary or appropriate for the purpose
of this opinion. Based on the foregoing, we are of the opinion that the
Shares, when sold and delivered by the Company pursuant to (i) the Electronic
Fab Technology Corp. Equity Incentive Plan, or (ii) the Electronic Fab
Technology Corp. Stock Option Plan for Non-Employee Directors, as described in
the Registration Statement, will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion with the Commission as an exhibit to
the Registration Statement.
We do not express an opinion on any matters other than those expressly set
forth in this letter.
Very truly yours,
Holme Roberts & Owen LLP
By: /s/ Francis R. Wheeler
Partner
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Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
EFTC Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of EFTC Corporation (formerly Electronic Fab Technology Corporation) of our
report dated January 20, 1997, except as to note 12, which is as of February
24, 1997, relating to the balance sheets of EFTC Corporation as of December 31,
1996 and 1995, and the related statements of operations, shareholders' equity,
and cash flows for each of the years in the three-year period ended December
31, 1996 which report appears in the December 31, 1996 annual report on Form
10-K of EFTC Corporation.
KPMG Peat Marwick LLP
Denver, Colorado
August 18, 1997
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Exhibit 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated April 4, 1997 and
November 25, 1996 on the combined financial statements of Current Electronics,
Inc. and Current Electronics Washington, Inc. included in the EFTC Corporation
(formerly Electronic Fab Technology Corp.) Report on Form 8-K/A dated May 2,
1997, amending the Report on Form 8-K, dated March 5, 1997, of EFTC Corporation
and to all references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Portland, Oregon
August 18, 1997
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Exhibit 24.1
POWER OF ATTORNEY
Each person whose signature appears below appoints Jack Calderon and
Stuart W. Fuhlendorf, and each of them, his or her attorneys-in-fact, with full
power of substitution, for him or her in any and all capacities, to sign a
registration statement to be filed with the Securities and Exchange Commission
(the "Commission") on Form S-8 in connection with the offering by EFTC
Corporation (formerly named "Electronic Fab Technology, Corp."), a Colorado
corporation (the "Company"), with respect to the registration of an additional
750,000 shares of the Company's Common Stock, par value $.01 per share ("Common
Stock"), for issuance pursuant to the Company's Stock Option Plan for
Non-Employee Directors and its Equity Incentive Plan, and all amendments
(including post-effective amendments) thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission; and to sign all documents in connection with the qualification and
sale of the Common Stock with Blue Sky authorities and with the National
Association of Securities Dealers, Inc.; granting unto said attorneys-in-fact
full power and authority to perform any other act on behalf of the undersigned
required to be done in the premises, hereby ratifying and confirming all that
said attorneys-in-fact lawfully do or cause to be done by virtue hereof.
<TABLE>
<S> <C>
Date: May 28, 1997 /s/ Gerald J. Reid
-----------------------------------------
Gerald J. Reid
Date: May 28, 1997 /s/ Jack Calderon
-----------------------------------------
Jack Calderon
Date: May 28, 1997 /s/ Lucille A. Reid
-----------------------------------------
Lucille A. Reid
Date: May 28, 1997 /s/ Stuart W. Fuhlendorf
-----------------------------------------
Stuart W. Fuhlendorf
Date: May 28, 1997 /s/ James A. Doran
-----------------------------------------
James A. Doran
Date: May 28, 1997 /s/ Robert McNamara
-----------------------------------------
Robert McNamara
Date: May 28, 1997 /s/ Masoud S. Shirazi
-----------------------------------------
Masoud S. Shirazi
Date: May 28, 1997 /s/ Darrayl Cannon
-----------------------------------------
Darrayl Cannon
Date: May 28, 1997 /s/ Augie Breuhlman
-----------------------------------------
Augie Breuhlman
Date: May 28, 1997 /s/ Richard L. Montfort
-----------------------------------------
Richard L. Monfort
Date: May 28, 1997 /s/ Lloyd A. McConnell
-----------------------------------------
LLoyd A. McConnell
Date: May 28, 1997 /s/ David W. Van Wert
-----------------------------------------
David W. Van Wert
Date: May 28, 1997 /s/ Charles E. Hewitson
-----------------------------------------
Charles E. Hewitson
Date: May 28, 1997 /s/ Gregory E. Hewitson
-----------------------------------------
Gregory C. Hewitson
</TABLE>
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<TABLE>
<S> <C>
Date: May 28, 1997 /s/ Matthew J. Hewitson
-----------------------------------------
Matthew J. Hewitson
</TABLE>
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