<PAGE> 1
As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ADFlex Solutions, Inc.
(Exact name of registrant as specified in its charter)
Delaware 04-3186513
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification number)
2001 West Chandler Boulevard
Chandler, Arizona 85224
(Address of Principal Executive Offices) (Zip Code)
ADFLEX SOLUTIONS, INC.
1996 OUTSIDE DIRECTOR STOCK OPTION PLAN
(Full title of the Plan)
ROLANDO C. ESTEVERENA
President and Chief Executive Officer
ADFlex Solutions, Inc.
2001 West Chandler Boulevard
Chandler, Arizona 85224
(Name and address of agent for service)
(602) 963-4584
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sales pursuant to the Plan: From
time to time after this Registration Statement becomes effective
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Share(1) Price Fee(1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 12,000 $8.75 $105,000 $31.82
$.01 par value
- --------------------------------------------------------------------------------
</TABLE>
(1) Computed pursuant to Rule 457(c) for the purpose of calculation of the
registration fee on the basis of the price at which the option to purchase
12,000 shares of Common Stock registered pursuant to this Registration
Statement may be exercised.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to the outside directors as
specified in Rule 428(b)(1) and, in accordance with the instructions to Part I,
are not filed with the Commission as part of this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:
1. The description of the Registrant's Common Stock contained in Item 1
of the Registrant's Registration Statement on Form 8-A filed with the Commission
on June 16, 1994, pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
2. The description of securities contained in the Company's
Registration Statement on Form 8-A filed with the Commission on July 12, 1996
pursuant to Section 12 of the Exchange Act.
3. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
ii
<PAGE> 3
5. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997.
6. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.
7. All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1996.
All documents subsequently filed by the Registrant 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.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
3
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Delaware General Corporation Law (the "DGCL"), the
Registrant's Restated Certificate of Incorporation (the "Certificate of
Incorporation") provides that a director of the Registrant shall not be liable
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, including grossly negligent business judgments
made in good faith, except for liability (i) for breach of the duty of loyalty
to the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (governing distributions to stockholders),
or (iv) for any transaction for which a director derives an improper personal
benefit. In addition, Section 145 of the DGCL and the Registrant's Certificate
of Incorporation and By-laws, under certain circumstances, provide for the
indemnification of the Registrant's officers and directors against liabilities
which they may incur in such capacities. A summary of the circumstances in which
such indemnification is provided for is contained herein, but that description
is qualified in its entirety by reference to the Registrant's Certificate of
Incorporation and By-laws.
In general, any officer, director, employee or agent may be indemnified
against expenses, including attorneys' fees, fines, settlements or judgments
which were actually and reasonably incurred in connection with a legal
proceeding, other than one brought by or on the behalf of the Registrant, to
which he was a party as a result of such relationship, if he acted in good
faith, and in the manner he believed to be in the Registrant's best interest and
not unlawful. If the action is brought by or on behalf of the Registrant, the
person to be indemnified must have acted in good faith in a manner he believed
to have been in the Registrant's best interest and must not have been adjudged
liable for negligence or misconduct.
No person seeking indemnification may be denied indemnification unless
the Board of Directors or the stockholders of the Registrant determine in good
faith, or independent legal counsel for the Registrant opines in writing, that
the standards for indemnification have not been met. A successful defense is
deemed conclusive evidence of a person's right to be indemnified against
expenses.
The Registrant may advance funds to pay the expenses of any person
involved in such action provided that the Registrant receives an undertaking
that the person will repay the advanced funds if it is ultimately determined
that he is not entitled to indemnification.
The Registrant has entered into substantially identical indemnification
agreements with each of its directors. The Registrant has agreed, to the full
extent permitted by the DGCL, as amended from time to time, to indemnify each
indemnitee against all loss and expense incurred by, or as a result of any
threat of, his being named a party to any completed, pending or threatened
action, suit or proceeding whether civil, criminal, administrative or
investigative by reason that he was a director, officer, employee or agent of
the Registrant or any of its affiliates, or because the Registrant has a right
to judgment in its favor because of his position with the Registrant. The
indemnitee will be indemnified so long as he acted in good faith and in a manner
reasonably believed by him to be in or not opposed to the Registrant's best
interest. The agreements provide that the indemnification thereunder is not
exclusive of any other rights the
4
<PAGE> 5
indemnities may have under the Registrant's Certificate of Incorporation,
By-laws or any agreement or vote of stockholders, nor may the Certificate of
Incorporation or By-laws be amended to affect adversely the rights of any
indemnitee. The foregoing description is qualified in its entirety by reference
to the indemnification agreements.
The Registrant also maintains on behalf of its directors and officers
insurance protection against certain liabilities arising out of the discharge of
their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
Exhibit
Number
- ------
4.1 Restated Certificate of Incorporation(1)
4.2 Bylaws(2)
4.3 Form of Stock Option Agreement evidencing 1996 Outside Director Stock
Option Plan
5.1 Opinion of Fennemore Craig, P.C.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Fennemore Craig, P.C. (included in Exhibit 5.1)
24.1 Power of Attorney (see page 7 of this Registration Statement)
- ----------
(1) Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-80324) filed with the Commission
June 16, 1994.
(2) Incorporated by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-80324) filed with the Commission
June 16, 1994.
ITEM 9. UNDERTAKINGS
The 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:
5
<PAGE> 6
(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;
(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 1(i) and 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 purposes 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.
(4) 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.
(5) 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 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 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 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.
6
<PAGE> 7
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 Chandler, State of Arizona on October 31, 1997.
ADFLEX SOLUTIONS, INC.
By: /s/ Rolando C. Esteverena
------------------------------------
Rolando C. Esteverena
President, Chief Executive
Officer, Chairman and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on this Form S-8 Registration Statement hereby constitutes and appoints
Rolando C. Esteverena, Donald E. Frederick and R. Charles Furniss, or any of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (unless
revoked in writing) to sign any or all amendments (including post-effective
amendments thereto) to this Form S-8 Registration Statement to which this power
of attorney is attached, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Rolando C. Esteverena President, Chief October 31, 1997
Rolando C. Esteverena Executive Officer,
Chairman and Director
(Principal Executive
Officer)
7
<PAGE> 8
/s/ Donald E. Frederick Vice President and October 31, 1997
Donald E. Frederick Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ Steve Sanghi Director October 31, 1997
Steve Sanghi
/s/ Richard P. Clark Director October 31, 1997
Richard P. Clark
Director October __, 1997
William Kennedy Wilkie
/s/ Wade Meyercord Director October 31, 1997
Wade Meyercord
8
<PAGE> 9
INDEX TO EXHIBITS
Number Exhibit
4.3 Form of Stock Option Agreement evidencing 1996 Outside Director Stock
Option Plan
5.1 Opinion of Fennemore Craig, P.C.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Fennemore Craig P.C.
(included in Exhibit 5.1)
9
<PAGE> 1
EXHIBIT 4.3
NONSTATUTORY STOCK OPTION AGREEMENT
EFFECTIVE DATE: October 31, 1996
PLACE: Chandler, Arizona
PARTIES: ADFlex Solutions, Inc., a Delaware corporation (the
"Corporation"), and ________ ("Optionee")
RECITALS:
The Corporation desires to attract and retain qualified outside Directors
and to encourage stock ownership by outside Directors in the Corporation. To
this end, the Corporation desires to afford Optionee an opportunity to purchase
shares of its $0.01 par value common stock (the "Common Stock").
AGREEMENTS:
In consideration of the mutual promises herein contained, the parties
agree as follows:
1. Grant of Option. Subject to the vesting requirements contained in
paragraph 3 hereof, the Corporation hereby irrevocably grants to Optionee the
right and option (the "Option") to purchase all or any part of an aggregate of
up to six thousand (6,000) shares of Common Stock (the "Shares"), on the terms
and conditions set forth herein.
2. Purchase Price. The purchase price of the Shares acquired pursuant to
the exercise of the Option shall be Eight Dollars and Seventy-Five cents ($8.75)
per Share, which, for purposes of this Agreement, has been determined by the
Corporation to be the fair market value per Share of such Shares on the
Effective Date hereof. The purchase price shall be paid in the manner set forth
on paragraph 8 hereof.
3. Vesting. Optionee's right to acquire Shares pursuant to the exercise of
the Option as provided herein shall vest as to one-third (l/3) of the Shares
subject to the Option on each of the first, second and third anniversaries of
the Effective Date of this Agreement. Notwithstanding the foregoing, this Option
shall become fully vested and exercisable in full in the event of a Change of
Control (defined below), and shall remain so exercisable for all the Option
shares following the Change of Control until the expiration or sooner
termination of the Option term.
4. Term of Option. The term of the Option shall be for a period of ten
(10) years from the Effective Date hereof, subject to earlier termination as
provided herein.
<PAGE> 2
5. Exercise of the Option. Subject to earlier termination of the Option as
provided herein, and to the vesting provisions contained in paragraph 3 hereof,
Optionee may exercise the Option from time to time as to any part or all of any
vested Shares covered hereby.
6. Rights as Stockholder. Optionee shall not by reason of the Option have
any rights of a stockholder of the Corporation until Optionee, from time to
time, shall have exercised the Option, and, upon each such exercise, Optionee
shall have, with respect to the number of Shares as to which the Option is then
exercised, all rights of a stockholder of record from the date of such exercise,
irrespective of whether certificates to evidence the Shares with respect to
which the Option was exercised shall have been issued on such date. No
adjustment shall be made for dividends or other rights for which the record date
is prior to the exercise of the Option.
7. Method of Exercising.
(a) Notice of Exercise/Payment of Purchase Price. Subject to the
terms and conditions of this Agreement, the Option may be exercised by written
notice to the attention of the Secretary of the Corporation, at the
Corporation's main office, or at such other address as the Corporation, by
notice to Optionee, may designate from time to time. The notice from Optionee
shall slate the election to exercise the Option and the number of Shares in
respect of which the Option is being exercised, and shall be signed by the
person or persons exercising the Option. Such notice shall be accompanied by
payment of the full purchase price of such Shares: (i) in cash or by personal,
cashier's or certified check; (ii) in shares of common stock of the Corporation
(valued at their fair market value on the date the Option is exercised); (iii)
by providing irrevocable instructions (x) to Optionee's designated broker to
sell Shares subject to the Option and to remit to the Corporation the proceeds
of such sale not later than the settlement date in an amount equal to the amount
due to the Corporation, and (y) to the Corporation to issue the certificate(s)
representing the Shares pursuant to the Instructions of Optionee's designated
broker; or (iv) in any combination of the foregoing.
(b) Stock Certificates. The Corporation shall deliver a certificate
or certificates representing any Shares acquired hereunder as soon as
practicable after the notice and payment shall be received. The certificate or
certificates for the Shares as to which the Option shall have been so exercised
shall be registered in the name of the person or persons exercising the Option
or, if the Option shall be exercised by Optionee and if Optionee shall so
request in the notice exercising the Option, shall be registered in the name of
Optionee and another person jointly, as joint tenants with right of
survivorship, and shall be delivered as provided above to or upon the written
order of the person or persons exercising the Option. If the Option shall be
exercised by the legal representative of Optionee's estate, or by any person or
persons who shall have acquired the Option directly from Optionee as a result of
Optionee's death, whether by request, inheritance, or otherwise, such notice
shall be accompanied by appropriate proof of the right of such person or persons
to exercise the Option. All Shares that shall be purchased upon the exercise of
the Option as provided herein shall be fully paid and nonassessable.
<PAGE> 3
8. Death or Disability or Termination of Term of Office.
(a) In the event of the Optionee's cessation of Board service other
than because of death or Disability (defied below), the common shares subject to
this Option that are vested at the date of cessation of Board service were not
previously exercised shall be exerciseable by the Optionee until the earlier of
(i) the date of expiration thereof, or (ii) six (6) months following the date of
cessation of Board service. Each such Option shall immediately terminate and
cease to remain outstanding, at the time of such cessation of Board service,
with respect to any Option shares in which the Optionee is not otherwise at that
time vested.
(b) In the event of the death of the Optionee within six (6) months
after cessation of Board service, this Option shall be exerciseable to the
extent that the Optionee was vested at the time of his cessation of Board
service but for which the Option was not previously exercised, by the personal
representative of the Optionee's estate or any person or persons to whom this
Option may be transferred by will or by the laws of descent and distribution.
The Option shall terminate on the earlier of (i) the date of expiration thereof,
or (ii) twelve (l2) months following the date of death of the Optionee.
(c) In the event of the death or Disability of Optionee while a
Director of the Corporation the common shares subject to this Option that were
not previously exercised shall immediately vest in full and be exerciseable by
Optionee, or a representative of the Optionee's estate, or any person or persons
to whom this Option may be transferred by will or by the laws of descent and
distribution. The Option shall terminate on the earlier of (i) the date of
expiration thereof, or (ii) twelve (12) months following the date of death or
Disability of the Optionee.
9. Reservation of Shares. The Corporation shall at all times during the
term of the Option reserve and keep available such number of shares of Common
Stock as will be sufficient to satisfy the requirements of this Agreement, shall
pay all fees, expenses, and taxes necessarily incurred by the Corporation in
connection therewith, and shall, from time to time, use its best efforts to
comply with all laws, rules, and regulations which, in the opinion of counsel
for the Corporation, shall be applicable Hereto.
10. Adjustment for Recapitalization. In the event of any stock dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of the Corporation or any merger, consolidation, spin-off,
split-off, split-up, reorganization, partial or complete liquidation or other
distribution of assets, issuance of warrants or other rights to purchase
securities or any other corporate transaction or event having an effect similar
to any of the foregoing, appropriate adjustments shall be made by the Board of
Directors to the number and kind of Shares and the price per Share subject to
this Agreement.
11. Additional Arrangements. Nothing contained in this Agreement shall
prevent the Corporation from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and
such arrangements may be either
<PAGE> 4
generally applicable or applicable only in specific cases. This Agreement shall
not constitute or be evidence of any agreement or understanding, express or
implied, that the Corporation will retain Optionee as a Director for any period
of time.
12. Action Taken in Good Faith. No member of the Board of Directors nor
any officer or employee of the Corporation acting on behalf of the Board of
Directors, shall be personally liable for any action, determination or
interpretation taken or made in good faith with respect to this Agreement.
13. Governing Law. This Agreement shall be governed by anal construed in
accordance with the laws of the State of Arizona.
14. Binding Effect. This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their respective heirs, personal
representatives, successors and assigns.
15. Definitions. For purposes of this Agreement, the following terms shall
be defined as set forth below:
a. A "Chance of Control" shall he deemed to have occurred upon:
(1) the direct or indirect acquisition by any person or
related group of persons (other than the Corporation or a person that directly
or indirectly controls, is controlled by, or is under common control with, the
Corporation) of beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act) of securities of the Corporation possessing more than 50% of the
total combined voting power of the Corporation's then outstanding securities
pursuant to a tender or exchange offer made directly to the Corporation's
stockholders or other transaction, in each case which the Board of Directors
does not recommend such stockholders to accept; or
(2) a change in the composition of the Board over a period of
36 consecutive months or less such that a majority of the Board members (rounded
up to the next whole number) ceases, by, reason of one or more contested
elections for Board membership, to be comprised of individuals who either (i)
have been Board members continuously since the beginning of such period or (ii)
have been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (i) who were
still in office at the time such election or nomination was approved by the
Board; or
(3) the stockholders of the Corporation approve a merger or
consolidation in which the Corporation is not the surviving entity, except for a
transaction the principal purpose of which is to change the state in which the
Corporation is incorporated; or
(4) the stockholders of the Corporation approve the sale,
transfer or over disposition of all or substantially all of the assets of the
Corporation in complete liquidation or dissolution of the Corporation; or
<PAGE> 5
(5) the stockholders of the Corporation approve a reverse
merger in which the Corporation is the surviving entity but in which securities
possessing more than 50% of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such merger.
b. "Disability" means He permanent and total disability of
Optionee as determined under the Corporation's disability program.
IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement effective as of the day and year first above written.
CORPORATION: OPTIONEE.:
ADFlex Solutions, Inc.,
a Delaware corporation
By_____________________________________ _____________________________
Rolando C. Esteverena, Chairman & CEO Richard P. Clark
By_____________________________________
Michael L. Pierce, Secretary
<PAGE> 1
EXHIBIT 5.1
[FENNEMORE CRAIG LETTERHEAD]
October 31, 1997
ADFlex Solutions, Inc.
2001 West Chandler Boulevard
Chandler, Arizona 85224
RE: ADFlex Solutions, Inc. Registration Statement on Form S-8
for the 1996 Outside Director Option Plan
Ladies and Gentlemen:
We have acted as special counsel to ADFlex Solutions, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement"), to be filed by the Company with the
Securities and Exchange Commission (the "Commission"). The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended (the "Act"), of 12,000 shares (the "Shares") of the Company's Common
Stock, par value $.01 per share, to be issued under the Company's 1996 Outside
Director Stock Option Plan (the "Plan").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Plan, (ii) the
Restated Certificate of Incorporation and the Bylaws of the Company, (iii)
certain resolutions of the Board of Directors of the Company relating to the
Plan, (iv) the form of Registration Statement proposed to be filed with the
Commission, and such other documents as we have deemed necessary or appropriate
as a basis for the opinions set forth below. In such examination, we have
assumed the genuineness of all
<PAGE> 2
FENNEMORE CRAIG
ADFlex Solutions, Inc.
October 31, 1997
Page 2
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to this opinion which we did not independently establish or verify, we have
relied upon statements and representations of officers and other representatives
of the Company and others.
Based upon and subject to the foregoing and the limitations set forth
below, we are of the opinion that the Shares have been duly authorized and,
after the Registration Statement becomes effective and when the Shares are
issued and sold in accordance with the Plan and the Form S-8 prospectus to be
delivered to the Plan participant, for consideration having a value at least
equal to the par value thereof, the Shares will be duly issued, fully paid and
nonassessable.
We are opining herein as to the effect on the subject transaction only of
United States federal law and the Delaware General Corporation Law, and we
assume no responsibility as to the applicability thereto, or the effect thereon,
of the laws of any other jurisdiction.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and is not to be used, circulated,
quoted or otherwise referred to for any other purpose without our prior written
consent. Notwithstanding the foregoing, we hereby consent to the filing of this
opinion with the Commission as Exhibit 5.1 to the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Fennemore Craig, a Professional Corporation
Fennemore Craig, a Professional Corporation
KCM/WTE
<PAGE> 1
EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Outside Director Stock Option Plan, of ADFlex
Solutions, Inc. of our reports dated January 20, 1997, with respect to the
consolidated financial statements of ADFlex Solutions, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1996,
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
\s\ Ernst & Young LLP
Ernst & Young LLP
Phoenix, Arizona
October 20, 1997
-1-
