<PAGE> 1
As filed with the Securities and Exchange Commission on July 14, 1997
Registration No. 33-_____________
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.
EMPLOYEE STOCK PURCHASE 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.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
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, 300,000 $15.75 $4,725,000 $1,431.68
$.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 average of the high and low prices of
the Registrant's Common Stock as reported by the Nasdaq National Market on
July 7, 1997.
ii
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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 employees 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
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's Registration Statement on Form S-8 (No. 33-88866) are incorporated
herein by reference.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
- ------
<S> <C>
4.1 Restated Certificate of Incorporation(1)
4.2 Bylaws(2)
4.3 ADFlex Solutions, Inc. Employee Stock Purchase Plan(3)
4.4 Amendment to ADFlex Solutions, Inc. 1994 Employee Stock Option Purchase Plan
5.1 Opinion of Fennemore Craig, P.C.
24.1 Consent of Ernst & Young LLP
24.2 Consent of Fennemore Craig, P.C. (included in Exhibit 5.1)
25.1 Power of Attorney (see page 2 of this Registration Statement)
</TABLE>
- ----------------------
(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.
(3) Incorporated by reference to Exhibit 10.4 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-80324) filed
with the Commission June 16, 1994.
1
<PAGE> 4
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 July 14, 1997.
ADFLEX SOLUTIONS, INC.
By:/s/ Rolando C. Esteverena
----------------------------
Rolando C. Esteverena
President, Chief
Executive Officer 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, R. Charles Furniss and Margaret M. Sleeper, 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.
2
<PAGE> 5
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Rolando C. Esteverena President and Chief July 14, 1997
- --------------------------------- Executive Officer,
Rolando C. Esteverena Director (Principal
Executive Officer)
/s/ Donald E. Frederick Vice President, and July 14, 1997
- --------------------------------- Chief Financial Officer
Donald E. Frederick (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Steve Sanghi Director July 14, 1997
- ---------------------------------
Steve Sanghi
/s/ Richard Clark Director July 14, 1997
- ---------------------------------
Richard Clark
/s/ William Kennedy Wilkie Director July 14, 1997
- ---------------------------------
William Kennedy Wilkie
/s/ Wade Meyercord Director July 14, 1997
- ---------------------------------
Wade Meyercord
</TABLE>
3
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
4.4 Amendment to ADFlex Solutions, Inc
1994 Employee Stock Purchase Plan
5.1 Opinion of Fennemore Craig, P.C.
24.1 Consent of Ernst & Young LLP
24.2 Consent of Fennemore Craig P.C.
(included in Exhibit 5.1)
</TABLE>
4
<PAGE> 1
Exhibit 4.4
AMENDMENT TO
ADFLEX SOLUTIONS, INC.
1994 EMPLOYEE STOCK PURCHASE PLAN
1. Effective Date.
The Board of Directors of ADFlex Solutions, Inc. (the "Corporation")
adopted this amendment (the "Amendment") to the 1994 Employee Stock Purchase
Plan (the "Plan") pursuant to resolutions as of January 23, 1997. This Amendment
will be submitted for approval to a vote by the Corporation's stockholders and
shall become effective as of January 23, 1997 upon approval by holders of a
majority of the outstanding shares of the Corporation's common stock entitled to
vote and present in person or by proxy at the 1997 annual meeting of
stockholders of the Corporation to be held April 22, 1997.
2. Stock Subject to the Plan.
Section VI of the Plan is hereby amended by deleting paragraph A in its
entirety and inserting the following paragraph therefor:
A. The Common Stock purchasable under the Plan shall, solely
in the discretion of the Plan Administrator, be made
available from either authorized but unissued shares of
Common Stock or from shares of Common Stock reacquired by
the Corporation, including shares of Common Stock
purchased on the open market. The total number of shares
which may be issued under the Plan shall not exceed
500,000 shares (subject to adjustment under Section VI.B
below).
3. Effect of Amendment.
Except as otherwise expressly set forth in this Amendment, all of the
terms and conditions of the Plan shall remain in full force and effect.
<PAGE> 1
EXHIBIT 5.1
[FENNEMORE CRAIG LETTERHEAD]
July 14, 1997
ADFlex Solutions, Inc.
2001 West Chandler Boulevard
Chandler, Arizona 85224
RE: ADFlex Solutions, Inc. Registration Statement on Form S-8
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 300,000 shares (the "Shares") of the Company's Common
Stock, par value $.01 per share, to be issued under the Company's Employee Stock
Purchase Plan, as amended (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 signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as
<PAGE> 2
FENNEMORE CRAIG
ADFlex Solutions, Inc.
July 14, 1997
Page 2
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
FENNEMORE CRAIG,
a Professional Corporation
KCM/wte
<PAGE> 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 1994 Employee Stock Purchase Plan, as amended, of
our report dated January 20, 1997, with respect to the consolidated financial
statements of ADFlex Solutions, Inc. incorporated by reference, and of our
report dated January 20, 1997, with respect to the schedule included, in its
Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Phoenix, Arizona
July 7, 1997
