As filed with the Securities and Exchange Commission on November 16, 2000
Registration 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 of (IRS Employer
incorporation or organization) Identification Number)
2501 W. Grandview Road
Phoenix, Arizona 85023
(602) 789-6200
(Address, including zip code, and telephone
number, including area code, of Registrant's principal
executive offices)
2000 STOCK OPTION PLAN OF EFTC CORPORATION
(Full title of the plan)
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James K. Bass
Chief Executive Officer
EFTC Corporation
2501 W. Grandview Road
Phoenix, Arizona 85023
(602) 789-6200
(Name, address, and telephone number,
including area code, of agent for service)
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With Copies to:
Mashenka Lundberg, Esq.
Holme Roberts & Owen LLP
1700 Lincoln Street, Suite 4100
Denver, Colorado 80203
(303) 861-7000
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (2) PRICE (2) FEE
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<S> <C> <C> <C> <C>
Common Stock 5,000,000 Shares (1) $1.53125 $7,388,281.25 (1) $2053.94 (1)
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TOTAL 5,000,000 Shares (1) $1.53125 $7,388,281.25 (1) $2053.94 (1)
================================================================================
</TABLE>
(1) The Registrant previously filed a Registration Statement on Form S-3
(File number 333-52137) on May 8, 1998 (the "1998 Registration
Statement") covering 5,750,000 shares of the Registrant's common stock,
of which 2,750,000 shares were not issued (the "Unissued Shares"). The
Registrant paid a fee of $13,207.98 to register the Unissued Shares.
Subsequently, the Registrant filed a Registrant Statement on Form S-8
(File number 333-77087) on April 27, 1999 which carried forward
2,575,000 of the Unissued Shares. Pursuant to General Instruction E to
Form S-8 and to Rule 429(b), the remaining 175,000 Unissued Shares are
being carried forward from the 1998 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.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
The registration fee has been calculated based upon the average of the
high and low prices of the Company's Common Stock as reported on the
Nasdaq National Market on November 13, 2000, which was $1.53125.
<PAGE>
PART II
INFORMATION REQUIRED IN 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 this Registration
Statement
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999, as amended by Form 10-K/A filed with the
Commission on May 1, 2000.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000.
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.
(5) The Company's Current Report on Form 8-K filed on April 3, 2000.
(6) The Company's Current Report on Form 8-K filed on September 6,
2000.
(7) The description of the Company's Common Stock 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 pursuant to
Section 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 by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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 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 the foregoing.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Amended and Restated Articles of Incorporation. (1)
4.2 Amended and Restated Bylaws. (1)
5.1 Legality Opinion of Holme Roberts & Owen LLP. *
23.1 Consent of KPMG LLP, Denver, Colorado.*
23.2 Consent of Holme Roberts & Owen LLP is contained in its
legality opinion as Exhibit 5.1.
24.1 Powers of Attorney*
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* Filed herewith.
(1) Incorporated by Reference to the Company's Registration Statement on Form
SB-2 (File number 333-73392-D) filed on December 23, 1993.
ITEM 9 UNDERTAKINGS
(a) Rule 415 Offerings.
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The undersigned Company 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 volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
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 a 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 Company 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 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
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 Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
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 payment by the Company 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 Company 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.
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 Phoenix, State of Arizona, on this 16th day of
November, 2000.
EFTC CORPORATION,
a Colorado corporation
By: /s/ James K. Bass
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James K. Bass
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title / Position Held Date
<S> <C> <C>
Chief Executive Officer and November 16, 2000
/s/ James K. Bass Director (Principal Executive Officer)
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James K. Bass
* Chairman of the Board November 16, 2000
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Jack Calderon
* Chief Financial Officer November 16, 2000
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Peter W. Harper (Principal Financial Officer)
* Treasurer November 16, 2000
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James A. Doran (Principal Accounting Officer)
* Director November 16, 2000
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Allen S. Braswell, Jr.
* Director November 16, 2000
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Jeffrey W. Goettman
* Director November 16, 2000
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Douglas P. McCormick
* Director November 16, 2000
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Jose S. Medeiros
* Director November 16, 2000
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Richard L. Monfort
* Director November 16, 2000
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John C. Walker
</TABLE>
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* By: /s/ James K. Bass
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James K. Bass, as attorney in fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
5.1 Legality Opinion of Holme Roberts & Owen LLP. 6
23.1 Consent of KPMG LLP. 7
23.2 Consent of Holme Roberts & Owen is included in Exhibit 5.1. *
24.1 Powers of Attorney. 8
