As Filed With the Securities and Exchange Commission on April 27, 1999
FILE 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
EFTC CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-0854616
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9351 Grant Street
Denver, Colorado 80229
(303) 451-8200 (Zip Code)
(Address of principal executive offices)
EFTC CORPORATION EQUITY INCENTIVE PLAN (As amended and
restated July 9, 1997 and as further amended June 4, 1998)
(Full title of plan)
--WITH A COPY TO--
Stuart W. Fuhlendorf Susan L. Oakes, Esq.
EFTC Corporation Holme Roberts & Owen LLP
9351 Grant Street 1700 Lincoln Street
Denver, Colorado 80229 Suite 4100
(303) 451-8200 Denver, Colorado 80203
(303) 861-7000
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock 2,575,000 (1) (1) (1)
shares
</TABLE>
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(1) The Registrant previously filed a Registration Statement on Form S-3 (File
Number 333-52137) on May 8, 1998 covering 5,750,000 shares of the Company's
Common Stock, 2,750,000 shares of which were not issued ("the Unissued Shares").
The Registrant paid a fee of $13,207.98 to register the Unissued Shares.
Pursuant to General Instruction E to Form S-8 and to Rule 429(b), 2,575,000 of
the Unissued Shares are being carried forward from such earlier Registration
Statement and, accordingly, the Registrant has offset the registration fee to be
paid herewith by a portion of the fee that was paid by the Registrant on May 8,
1998.
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Form S-8 Pursuant to General Instruction E
This Form S-8 is filed with the Securities and Exchange Commission (the
"Commission") pursuant to General Instruction E to Form S-8.
The Form S-8 filed with the Commission on April 21, 1994, by EFTC Corporation
(the "Registrant" or "Company") (File Number 33-77938), the Form S-8 filed with
the Commission on May 17, 1995, by the Company (File Number 033-92418), the Form
S-8 filed with the Commission on August 22, 1997, by the Company (File Number
333-34255), and the Form S-8 filed with the Commission on March 13, 1998, by the
Company (File Number 333-47943) are hereby incorporated by reference into this
Form S-8. All capitalized terms not defined herein shall have the same meaning
as set forth in the previously filed Forms S-8 relating to the EFTC Corporation
Equity Incentive Plan.
The Registrant hereby registers an additional 2,575,000 shares of the Company's
Common Stock which may be acquired pursuant to the EFTC Corporation Equity
Incentive Plan.
The Registrant previously filed a Registration Statement on Form S-3 (File
Number 333-52137) on May 8, 1998 covering 5,750,000 shares of the Company's
Common Stock, 2,750,000 shares of which were not issued ("the Unissued Shares").
The Registrant paid a fee of $13,207.98 to register the Unissued Shares.
Pursuant to General Instruction E to Form S-8 and to Rule 429(b), 2,575,000 of
the Unissued Shares are being carried forward from such earlier Registration
Statement and, accordingly, the Registrant has offset the registration fee to be
paid herewith by a portion of the fee that was paid by the Registrant on May 8,
1998.
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:
(a) The Registrant's annual report on Form 10-K for the year ended December 31,
1998, filed with the Commission on March 31, 1999 (File Number 000-23332);
(b) The Registrant's current report on Form 8-K filed with the Commission on
February 25, 1999 (File Number 000-23332); and
(c) The description of Common Stock of the Company contained in the Company's
Registration Statement on Form S-3 filed with the Commission on May 8, 1998
(File No. 333-52137).
All documents subsequently filed by the Company with the Commission 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 which indicates that all
securities offered have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated be reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
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Item 8. Exhibits
5.1 Legality Opinion of Holme Roberts & Owen LLP
23.1 Consent of KPMG LLP
23.2 Consent of Holme Roberts & Owen is included in Exhibit 5.1
24.1 Power of Attorney. See the signature page hereof.
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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 Denver, Colorado, on the 17th day of April, 1999.
EFTC CORPORATION,
By: /s/ Stuart W. Fuhlendorf
Stuart W. Fuhlendorf
Chief Financial Officer
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We, the undersigned officers and directors of EFTC Corporation hereby severally
constitute and appoint, Jack Calderon and Stuart W. Fulhendorf, and each of them
singly, our true and lawful attorneys, with full power to them and each of them
singly, to sign for us in our names in the capacities indicated below, all
pre-effective and post-effective amendments to this Registration Statement and
any abbreviated Registration Statement in connection with this Registration
Statement, including but not limited to any Registration Statement filed to
register additional Common Stock which may be acquired pursuant to the EFTC
Corporation Equity Incentive Plan; and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange 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.
Pursuant to the requirements of the Securities Act of 1933, this Form S-8 has
been signed by the following persons in the capacities and on the dates
indicated:
NAME TITLE DATE
/s/ Jack Calderon President; Director April 17, 1999
Jack Calderon (Principal Executive Officer)
/s/ Stuart W. Fuhlendorf Chief Financial Officer; April 17, 1999
Stuart W. Fuhlendorf Director (Principal Financial
Officer)
/s/ Brent L. Hofmeister Controller (Principal April 17, 1999
Brent L. Hofmeister Accounting Officer)
/s/ Allan S. Braswell, Jr. Director April 17, 1999
Allan S. Braswell, Jr.
/s/ James A. Doran Director April 17, 1999
James A. Doran
/s/ Charles Hewitson Director April 17, 1999
Charles Hewitson
/s/ Robert McNamara Director April 17, 1999
Robert McNamara
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/s/ Robert Monaco Director April 17, 1999
Robert Monaco
/s/ Richard L. Monfort Director April 17, 1999
Richard L. Monfort
/s/ Gerald J. Reid Director April 17, 1999
Gerald J. Reid
/s/ Masoud S. Shirazi Director April 17, 1999
Masoud S. Shirazi
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EXHIBIT INDEX
Exhibit
Number Description
5.1 Legality Opinion of Holme Roberts & Owen LLP
23.1 Consent of KPMG LLP
23.2 Consent of Holme Roberts & Owen is included in Exhibit 5.1
24.1 Power of Attorney. See the signature page hereof.
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Exhibit 5.1
Holme Roberts & Owen LLP
1700 Lincoln Street
Suite 4100
Denver, CO 80203
April 27, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Form S-8 Registration Statement for EFTC Corporation Equity Incentive
Plan
Dear Sir or Madam:
Holme Roberts & Owen LLP has acted as counsel to EFTC Corporation (the
"Company") in connection with its preparation and filing with the Securities and
Exchange Commission (the "Commission") on April 27, 1999, of its registration
statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"),
("the Registration Statement") covering an additional 2,575,000 shares of its
Common Stock which may be acquired through participation in the EFTC Corporation
Equity Incentive Plan ("the Plan").
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
of Common Stock, when sold and delivered by the Company pursuant to the Plan, as
described in the Registration Statement, will be legally issued, fully paid, and
non-assessable.
We consent to the filing of this opinion with the Commission as an exhibit to
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or under the rules and regulations of the Commission.
We do not express an opinion on any matters other that those expressly set forth
in this letter.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By: /s/ Susan L. Oakes
Susan L. Oakes
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
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To the Board of Directors
EFTC Corporation:
We consent to incorporation by reference in this Registration Statement on Form
S-8 of EFTC Corporation of our report dated January 26, 1999, except as to note
14, which is as of March 22, 1999, relating to the consolidated balance sheets
of EFTC Corporation and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1998,
and our report dated January 26, 1999 on the related financial statement
schedule, which reports appear in the December 31, 1998 annual report on Form
10-K of EFTC Corporation.
/s/ KPMG LLP
KPMG LLP
Denver, Colorado
April 22, 1999
