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As filed with the Securities and Exchange Commission on June 5, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
AVT CORPORATION
(Exact name of Registrant as specified in its charter)
Washington 91-1190085
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11410 N.E. 122nd Way
Kirkland, Washington 98034
(Address of principal executive offices) (Zip code)
AVT Corporation Stock Purchase Loan Plan
AVT Corporation 1989 Restated Stock Option Plan
(Full titles of the plans)
ROGER A. FUKAI
Chief Financial Officer
AVT CORPORATION
11410 N.E. 122nd Way
Kirkland, Washington 98034
(425) 820-6000
(Name, address and telephone number of agent for service)
________________________
Copy to:
LINDA A. SCHOEMAKER
PERKINS COIE LLP
1201 Third Avenue, 48th Floor
Seattle, Washington 98101-3099
________________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Securities Amount to Be Proposed Maximum Proposed Maximum Amount of
to Be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share:
AVT Corporation Stock Purchase Loan Plan (1) (2) $ 5,000,000 (3)
AVT Corporation 1989 Restated Stock
Option Plan............................... 1,500,000(4) $8.89 (5) $13,335,000 (5)
Total..................................... $18,335,000 $4,840
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</TABLE>
(1) Such presently indeterminate number of shares as may be purchased from time
to time pursuant to the AVT Corporation Stock Purchase Loan Plan (the "Loan
Plan") with the maximum cash amount authorized to be loaned thereunder,
$5,000,000.
(2) Dependent on market prices prevailing from time to time during the term of
the Loan Plan.
(3) Computed in accordance with Rule 457(o) under the Securities Act of 1933.
(4) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the plan as the result of any future stock split, stock dividend or similar
adjustment of the outstanding common stock of the Registrant.
(5) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
on the average of high and low sales prices for the Common Stock on June 1,
2000, as reported for such date on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents 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, 1999, filed with the Securities and Exchange Commission (the
"Commission") on March 29, 2000 under Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), which contains audited financial
statements for the most recent fiscal year for which such statements have been
filed;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act subsequent to the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on November 11,
1994, under Section 12 of the Exchange Act, including any amendments or reports
filed for the purpose of updating such descriptions.
Any document filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment that indicates that the securities offered hereby have
been sold or that deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective date
on which such document is filed.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors, officers, employees
and agents of the Registrant and those serving at the Registrant's request in
similar positions in any other corporation, partnership, joint venture, trust or
other enterprise in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 10 of the Registrant's Restated Bylaws provides for
indemnification of the Registrant's directors and officers against all expense,
liability and loss (including counsel fees, judgments, fines, ERISA excise taxes
or penalties and amounts to be paid in settlement) actually and reasonably
incurred in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative and whether
formal or informal, in which the director or officer is, was or becomes involved
by reason of the fact that the director or officer is or was a director or
officer of the Registrant, or that being or having been such a director or
officer or an employee of the Registrant, such director or officer is or was
serving at the request of the Registrant as a director, officer, partner,
trustee, employee or agent of another corporation or of a partnership, joint
venture, trust, employee benefit plan or other enterprise, whether the basis of
such proceeding is alleged action by the director or officer in an official
capacity as such a director, officer, partner, trustee, employee or agent or in
any other capacity while serving as such a director, officer, partner, trustee,
employee or agent. The director or officer is not indemnified for any action,
suit, claim or proceeding instituted by or at the direction of the director or
officer unless such action, suit, claim or proceeding is or was authorized by
the Registrant's Board of Directors or unless the action is to enforce the
rights of indemnification. No indemnity may be provided by the Registrant for
acts or omissions of the indemnitee finally adjudged to be intentional
misconduct or a knowing violation of law, for conduct of the indemnitee finally
adjudged to be in violation of Section 23B.08.310 of the WBCA, for any
transaction with respect to which it was finally adjudged that such indemnitee
personally received a benefit in money, property or services to which the
indemnitee was not legally entitled or if the corporation is otherwise
prohibited by applicable law from paying such indemnification.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, self-dealing or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled. Article 11 of the Registrant's
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Restated Articles of Incorporation provides for limitation of the director
liability to the maximum extent permitted by the WBCA.
The Registrant has also entered into indemnity agreements pursuant to which
it has agreed, among other things, to indemnify its directors and executive
officers against certain liabilities. The Registrant also maintains an
insurance policy insuring its directors and officers against liability for
certain acts or omissions while acting in their official capacity.
The above discussion of the WBCA and the Registrant's Restated Bylaws and
Restated Articles of Incorporation is not intended to be exhaustive and is
qualified in its entirety by reference to such statute, the Restated Bylaws and
the Restated Articles of Incorporation.
Item 8. EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock
being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Perkins Coie LLP (included in its Opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1 AVT Corporation Stock Purchase Loan Plan
99.2 Form of Loan and Stock Purchase Agreement and Power of Attorney for
the Stock Purchase Loan Plan
99.3 Form of Promissory Note for the Stock Purchase Loan Plan
99.4 AVT Corporation 1989 Restated Stock Option Plan
Item 9. UNDERTAKINGS
A. 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this 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 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
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information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the
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Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that remain unsold at the termination of the
offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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. Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities 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, as amended, 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 Kirkland, state of Washington, on the 5th day of
June, 2000.
AVT CORPORATION
By /s/ Richard J. LaPorte
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Richard J. LaPorte
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Richard
J. LaPorte and Roger A. Fukai, and each of them, as true and lawful attorneys-
in-fact and agents with full power of substitution and resubstitution, to sign
in the name and on behalf of such person, individually and in each capacity
stated below, any or all amendments (including pre-effective and post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
the 5th day of June, 2000 in the capacities indicated.
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Signature Title
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<S> <C>
/s/ Richard J. LaPorte Chairman of the Board, President and Chief
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Richard J. LaPorte Executive Officer (Principal Executive Officer)
/s/ Roger A. Fukai Executive Vice President of Finance and
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Roger A. Fukai Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ James S. Campbell Director
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James S. Campbell
/s/ Robert F. Gilb Director
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Robert F. Gilb
/s/ Robert L. Lovely Director
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Robert L. Lovely
/s/ William L. True Director
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William L. True
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock
being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Perkins Coie LLP (included in its Opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see Signature Page)
99.1 AVT Corporation Stock Purchase Loan Plan
99.2 Form of Loan and Stock Purchase Agreement and Power of Attorney for
the Stock Purchase Loan Plan
99.3 Form of Promissory Note for the Stock Purchase Loan Plan
99.4 AVT Corporation 1989 Restated Stock Option Plan
