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As filed with the Securities and Exchange Commission on May 19, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
AFTERMARKET TECHNOLOGY CORP.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4486486
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
ONE OAK HILL CENTER - SUITE 400 60559
WESTMONT, IL (Zip Code)
(Address of Principal Executive Offices)
AFTERMARKET TECHNOLOGY CORP.
2000 STOCK INCENTIVE PLAN
(Full Title of the Plan)
JOSEPH SALAMUNOVICH, ESQ.
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
AFTERMARKET TECHNOLOGY CORP.
ONE OAK HILL CENTER - SUITE 400
WESTMONT, IL 60559
(Name and Address of Agent for Service)
(630) 455-6000
(Telephone Number, Including Area Code, of Agent for Service)
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Copies of all communications, including all communications sent to agent
for service, should be sent to:
Ronald O. Mueller
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036
(202) 955-8500
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share . . . 750,000(1) N/A $8,160,000(2) $2,154.24
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(1) Pursuant to Rule 416(a), this Registration Statement also registers such
number of additional securities that may be offered pursuant to the terms
of the Aftermarket Technology Corp. 2000 Stock Incentive Plan which
provides for a change in the amount or type of securities being offered or
issued to prevent dilution as a result of stock splits, stock dividends or
similar transactions.
(2) Calculated pursuant to Rule 457(h)(1) and Rule 457(c) based upon the
average of the high and low prices of the Common Stock on the Nasdaq
National Market on May 16, 2000, which was $10.88.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Aftermarket
Technology Corp., a Delaware corporation (the "Registrant"), relating to 750,000
shares of the Company's Common Stock, par value $.01 per share (the "Common
Stock"), which may be offered and sold pursuant to the Aftermarket Technology
Corp. 2000 Stock Incentive Plan (the "Plan").
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to
Note to Part 1 of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant filed or to be filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed on March 21, 2000;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (1) above.
(3) The description of the Common Stock set forth in the Registrant's
registration statement on Form 8-A, filed with the Commission on
November 27, 1996, File No. 000-21803, together with any amendment or
report filed with the Commission for the purpose of updating such
description; and
(4) All reports and other documents filed by the Registrant subsequent to
the date of this Registration Statement pursuant to Sections 13(a) and
(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or
which deregisters all such 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 reports and
documents.
Any statement contained herein or 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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier 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.
Certain legal matters with respect to the validity of the
Common Stock registered hereby have been passed upon for the Registrant by
Joseph Salamunovich, Vice President, Secretary and General Counsel of the
Registrant. Mr. Salamunovich is employed by
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the Registrant, has received under the Plan options to purchase 20,000 shares
of Common Stock, and is eligible to receive additional awards under the Plan
from time to time in the future.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the DGCL makes provision for the
indemnification of officers and directors in terms sufficiently broad to
indemnify officers and directors of the Company under certain circumstances
from liabilities (including reimbursement for expenses incurred) arising
under the Securities Act of 1933. The Company's Certificate of Incorporation
and Bylaws provide, in effect, that, to the fullest extent and under the
circumstances permitted by Section 145 of the DGCL, the Company will
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that he is 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 or
enterprise. The Company may, in its discretion, similarly indemnify its
employees and agents. The Certificate of Incorporation relieves its directors
from monetary damages to the Company or its stockholders for monetary damages
for any breach of their fiduciary duty as directors except (i) for a breach
of the duty of loyalty, (ii) for failure to act in good faith, (iii) for
intentional misconduct or knowing violation of law, (iv) for willful or
negligent violation of certain provisions in the DGCL imposing certain
requirements with respect to stock repurchases, redemption and dividends, or
(v) for any transactions from which the director derived an improper personal
benefit. Depending upon the character of the proceeding, under Delaware law,
the Company may indemnify against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with any action, suit or proceeding if the person
indemnified acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the Company, and, with
respect to any criminal action or proceeding, had no cause to believe his or
her conduct was unlawful. To the extent that a director or officer of the
Company has been successful in the defense of any action, suit or proceeding
referred to above, the Company will be obligated to indemnify him or her
against expenses (including attorneys' fees) actually and reasonably incurred
in connection therewith.
The Company has entered into separate but identical
indemnification agreements (the "Indemnification Agreements") with each director
and executive officer of the Company. The Indemnification Agreements provide
for, among other things, the following: (i) indemnification to the fullest
extent permissible by law against any and all expenses (including attorneys'
fees and all other costs and obligations of any nature whatever), judgments,
fines, penalties and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection therewith) of any
claim, unless the Company determines that such indemnification is not permitted
under applicable law; (ii) the prompt advancement of expenses to the director or
officer, including attorneys' fees and all other costs, fees, expenses and
obligations paid or incurred in connection with investigating or defending any
threatened, pending or completed action, suit or proceeding related to the fact
that such director or officer, is or was a director or officer of the Company or
is or was serving at the request of the Company as a director, officer,
employee, trustee, agent or fiduciary of another corporation, partnership, joint
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venture, employee benefit plan, trust or other enterprise, and for repayment to
the Company if it is found that such director or officer is not entitled to such
indemnification under applicable law; (iii) a mechanism through which the
director or officer may seek court relief in the event the Company determines
that the director or officer is not permitted to be indemnified under applicable
law (and therefore is not entitled to indemnification under the Indemnification
Agreement); and (iv) indemnification against expenses (including attorneys'
fees) incurred in seeking to collect from the Company an indemnity claim or
advancement of expenses to the extent successful. The Company has purchased a
policy of directors' and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by
reference to another filing of the Registrant with the Commission, each of the
following exhibits is filed herewith:
5 Opinion of Joseph Salamunovich, Esq.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Joseph Salamunovich, Esq. (filed as part
of Exhibit 5).
24 Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) 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, as
amended (the "Securities Act");
(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 and 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 percent
change in the
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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 (1)(a)(i) and (1)(a)(ii) do
not apply if 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 Exchange Act that are
incorporated by reference in this registration statement.
(b) 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.
(c) 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.
(2) 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 Section 15(d) of the
Exchange Act 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.
(3) 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 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.
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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 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 Westmont, Illinois, on this 19th day of May, 2000.
AFTERMARKET TECHNOLOGY CORP.
By: /s/ Joseph Salamunovich
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Joseph Salamunovich
Vice President, Secretary and
General Counsel
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Joseph Salamunovich his or her
true and lawful attorney-in-fact and agent, with full power of substitution, for
him or her in his or her name, and in any and all capacities, to sign all
amendments (including post-effective amendments) to the Registration Statement
to which this power of attorney is attached and all subsequently filed
registration statements including any amendments thereto, for the same offerings
that are to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file all such amendments, registration statements
and all exhibits to them and other documents to be filed in connection with
them, with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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/s/ Michael T. DuBose Chairman of the Board, President and May 19, 2000
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Michael T. DuBose Executive Officer)
/s/ Barry C. Kohn Chief Financial Officer May 19, 2000
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Barry C. Kohn Accounting Officer)
/s/ Robert Anderson Director May 19, 2000
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Robert Anderson
/s/ Richard R. Crowell Director May 19, 2000
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Richard R. Crowell
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/s/ Dale F. Frey Director May 19, 2000
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Dale F. Frey
/s/ Mark C. Hardy Director May 19, 2000
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Mark C. Hardy
/s/ Michael J. Hartnett Director May 19, 2000
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Michael J. Hartnett
/s/ Gerald L. Parsky Director May 19, 2000
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Gerald L. Parsky
/s/ Richard K. Roeder Director May 19, 2000
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Richard K. Roeder
/s/ William A. Smith Director May 19, 2000
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William A. Smith
/s/ J. Richard Stonesifer Director May 19, 2000
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J. Richard Stonesifer
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EXHIBIT INDEX
Exhibit Description
Number -----------
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5 Opinion of Joseph Salamunovich, Esq.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Joseph Salamunovich, Esq. (filed as part
of Exhibit 5).
24 Power of Attorney (included on signature page)
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EXHIBIT 5
Aftermarket Technology Corp.
One Oak Hill Center, Suite 400
Westmont, Illinois 60559
May 19, 2000
The Board of Directors
Aftermarket Technology Corp.
One Oak Hill Center -- Suite 400
Westmont, IL 60559
Re: REGISTRATION STATEMENT ON FORM S-8
Dear Sirs:
I refer to the Registration Statement on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), on behalf of Aftermarket Technology
Corp. (the "Company"), relating to 750,000 shares of the Company's Common Stock,
par value $.01 per share (the "Shares"), to be issued pursuant to the Company's
2000 Stock Incentive Plan (the "Plan").
As counsel for the Company, I have examined such corporate records, other
documents and such questions of law as I have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in my opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares
pursuant to the Plan and that the Shares being registered pursuant to the
Registration Statement, when issued and paid for in accordance with the terms of
the Plan, will be duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the headings "Legal Matters" and
"Interests of Named Experts and Counsel" in the Registration Statement. This
consent is not to be construed as an admission that I am a person whose consent
is to be filed with the Registration Statement under the provisions of the
Securities Act.
Very truly yours,
/s/ Joseph Salamunovich
Joseph Salamunovich,
Vice President, Secretary and
General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333- ) pertaining to the 2000 Stock Incentive
Plan of Aftermarket Technology Corp. of our report dated February 17, 2000,
with respect to the consolidated financial statements and schedule of
Aftermarket Technology Corp. included in the Annual Report (Form 10-K) for
the year ended December 31, 1999.
/s/ ERNST & YOUNG LLP
Chicago, Illinois
May 19, 2000
