As Filed With the Securities and Exchange Commission on March 13, 1998
FILE NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
-------
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)
EFTC CORPORATION
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(As amended and restated July 9, 1997)
EFTC CORPORATION
EQUITY INCENTIVE PLAN
(As amended and restated July 9, 1997)
EFTC CORPORATION
STOCK OPTION AGREEMENTS
(Effective August 5, 1996 and September 30, 1997)
(Full title of the Plans)
---------
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>
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<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Aggregate Amount of
Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 140,000 (2) $13.6875 $ 1,916,250 $ 565.29
1,000,000 (3) $13.6875 $13,687,500 $4,037.81
197,941 (4) $ 4.125 $ 816,507 $ 240.87
472,500 (5) $14.3125 $ 6,762,656 $1,994.98
Total: $23,182,913 $6,838.95
- -------------------------------------------------------------------------------------------------------------------
</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) $13.6875 per
share (the average of the high and low sales price for Common Stock on March 6,
1998 as reported on the Nasdaq National Market) for 140,000 shares, of Common
Stock that may be acquired upon exercise of options under the Stock Option Plan
For Non-Employee Directors, (b) $13.6875 per share for 1,000,000
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shares (the average of the high and low sales price for Common Stock on March 6,
1998 as reported on the Nasdaq National Market) of Common Stock that may be
acquired upon exercise of options under the Equity Incentive Plan, (c) an
exercise price of $4.125 per share for 197,941 shares of Common Stock that may
be acquired upon exercise of stock options granted under the Stock Option
Agreement dated August 5, 1996, and (d) an exercise price of $14.3125 per share
for 472,500 shares of Common Stock that may be acquired upon exercise of stock
options granted under the Stock Option Agreements dated September 30, 1997.
(2) Covered by the Stock Option Plan for Non-Employee Directors.
(3) Covered by the Equity Incentive Plan.
(4) Covered by the Stock Option Agreement dated August 5, 1996.
(5) Covered by the Stock Option Agreements dated September 30, 1997.
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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 Commission on
March 5, 1997, as amended by Form 8-K/A of the Company filed with the Commission
on May 2, 1997.
(3) Current Report Form 8-K of the Company filed with the Commission on
August 26, 1997.
(4) Current Report Form 8-K of the Company filed with the Commission on
October 15, 1997, as amended by Form 8-K/A of the Company filed with the
Commission on December 15, 1997.
(5) Quarterly Report on Form 10-Q of the Company for the quarter ended
March 31, 1997, as amended by Form 10-Q/A of the Company filed with the
Commission on November 12, 1997.
(6) Quarterly Report on Form 10-Q of the Company for the quarter ended
June 30, 1997, as amended by Form 10-Q/A of the Company filed with the
Commission on November 12, 1997.
(7) Quarterly Report on Form 10-Q of the Company for the quarter ended
September 30, 1997.
(8) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-2 (File No. 333-38433) filed on
October 22, 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.
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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 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, Denver, Colorado.
23.2 Consent of Arthur Andersen LLP, Portland, Oregon.
23.3 Consent of KPMG Peat Marwick LLP, Memphis, Tennessee.
23.4 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
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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 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, March 13, 1998.
EFTC CORPORATION,
a Colorado corporation
By /s/ Jack Calderon
Jack Calderon
President and Chief Executive 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.
Title/Position Held
Signature with Registrant Date
* Chairman of the Board March 13, 1998
- --------------------
Gerald J. Reid
/s/ Jack Calderon President, Chief March 13, 1998
- ----------------------------- Executive Officer
Jack Calderon and Director
* Director March 13, 1998
- --------------------
Lucille A. Reid
/s/ Stuart W. Fuhlendorf Chief Financial Officer March 13, 1998
- ------------------------ and Director
Stuart W. Fuhlendorf
* Director March 13, 1998
- --------------------
James A. Doran
* Director March 13, 1998
- --------------------
Robert McNamara
* Director March 13, 1998
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Masoud S. Shirazi
* Director March 13, 1998
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Darrayl Cannon
/s/ Brent L. Hofmeister Controller March 13, 1998
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Brent L. Hofmeister
8
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* Director March 13, 199
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Richard L. Monfort
* Director March 13, 1998
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David W. Van Wert
* Director March 13, 1998
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Charles E. Hewitson
* Director March 13, 1998
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Gregory C. Hewitson
*By: /s/ Stuart W. Fuhlendorf
Stuart W. Fuhlendorf,
as attorney-in-fact
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INDEX TO EXHIBITS
Exhibit
Number Description Page
5.1 Opinion of Holme Roberts & Owen LLP. 10
23.1 Consent of KPMG Peat Marwick LLP, Denver, Colorado. 12
23.2 Consent of Arthur Andersen LLP, Portland, Oregon. 14
23.3 Consent of KPMG Peat Marwick LLP, Memphis, Tennessee. 16
23.4 Consent of Holme Roberts & Owen LLP is contained in its
legality opinion filed as Exhibit 5.1.
24.1 Powers of Attorney. 18
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Exhibit 5.1
Page 9
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March 13, 1998
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 March 13, 1998 (the
"Registration Statement") by EFTC Corporation, a Colorado corporation (the
"Company"), for the purpose of registering 1,840,441 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 EFTC Corporation
Equity Incentive Plan, (ii) the EFTC Corporation Stock Option Plan for
Non-Employee Directors or (iii) the Stock Option Agreements dated August 5, 1996
and September 30, 1997, respectively, 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
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
March 3, 1998
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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
March 3, 1998
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Exhibit 23.3
Independent Auditors' Consent
The Board of Directors
Circuit Test, Inc. and Affiliates
We consent to the inclusion of our report dated July 11, 1997, with respect to
the combined balance sheets of Circuit Test, Inc. and affiliates as of December
31, 1996 and 1995, and the related combined statements of earnings,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1996, which report appears in the Form 8-K/A of EFTC
Corporation dated December 15, 1997.
KPMG Peat Marwick LLP
Memphis, Tennessee
March 5, 1998
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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
1,810,441 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.
Date: February 28, 1998 /s/ Gerald J. Reid
--------------------------
Gerald J. Reid
Date: February 28, 1998 /s/ Lucille A. Reid
--------------------------
Lucille A. Reid
Date: February 28, 1998 /s/ Stuart W. Fuhlendorf
--------------------------
Stuart W. Fuhlendorf
Date: February 28, 1998 /s/ James A. Doran
--------------------------
James A. Doran
Date: February 28, 1998 /s/ Robert McNamara
--------------------------
Robert McNamara
Date: February 28, 1998 /s/ Masoud S. Shirazi
--------------------------
Masoud S. Shirazi
Date: February 28, 1998 /s/ Darrayl Cannon
-------------------------
Darrayl Cannon
Date: February 28, 1998 /s/ Augie Breuhlman
-------------------------
Augie Breuhlman
Date: February 28, 1998 /s/ Richard L. Montfort
-------------------------
Richard L. Monfort
Date: February 28, 1998 /s/ David W. Van Wert
-------------------------
David W. Van Wert
Date: February 28, 1998 /s/ Charles E. Hewitson
-------------------------
Charles E. Hewitson
Date: February 28, 1998 /s/ Gregory E. Hewitson
-------------------------
Gregory C. Hewitson
Date: February 28, 1998 /s/ Allen S. Braswell, Sr.
-------------------------
Allen S. Braswell, Sr.
Date: February 28, 1998 /s/ Allen S. Braswell, Jr.
-------------------------
Allen S. Braswell, Jr.
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