- Securities Registration: Employee Benefit Plan (S-8)
June 24 2010 - 3:25PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 24, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Advanced Energy Industries, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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84-0846841
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(State or other jurisdiction of
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(IRS employer identification number)
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incorporation or organization)
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1625 Sharp Point Drive, Fort Collins, Colorado 80525
(Address of Principal Executive Offices)
Advanced Energy Industries, Inc. 2008 Omnibus Incentive Plan
(Full Title of the Plan)
Thomas O. McGimpsey, Esq.
Vice President, General Counsel and Corporate Secretary
Advanced Energy Industries, Inc.
1625 Sharp Point Drive
Fort Collins, Colorado 80525
(970) 221-4670
(Name, address and telephone number of Agent for Service)
With a copy to:
Darren R. Hensley, Esq.
Hensley Kim & Holzer, LLC
1660 Lincoln Street Suite 3000
Denver, Colorado 80264
(720) 377-0770
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange
Act. (Check one):
Large accelerated filer
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Accelerated filer
þ
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Non-accelerated
filer
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(Do
not check if a smaller reporting
company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Amount
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of each class of securities
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to be
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Offering Price
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Aggregate Offering
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Registration
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to be registered
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Registered (1)
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per Share (2)
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Price (2)
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Fee
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Common Stock, par value $0.001 per
share, issuable under the 2008 Omnibus
Incentive Plan
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4,000,000
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$
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14.05
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$
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56,200,000
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$
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4,007
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(1)
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This registration statement covers, in addition to the number of shares of Common Stock stated above and
pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), any additional
shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration which results in an increase in
the number of outstanding shares of Common Stock issuable under the 2008 Omnibus Incentive Plan.
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(2)
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Calculated pursuant to Rule 457(c) and (h) under the Securities Act on the basis of $14.05 per share, which
was the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Select
Market on June 23, 2010.
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TABLE OF CONTENTS
EXPLANATORY NOTE
Advanced Energy Industries, Inc. (the Registrant) has prepared this Registration Statement
on Form S-8 (the Registration Statement) in accordance with the requirements of Form S-8 under
the Securities Act of 1933, as amended (the Securities Act), to increase by 4,000,000 the number
of shares of Common Stock that are registered under the 2008 Omnibus Incentive Plan.
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on
Form S-8 (File No. 333-152865) previously filed by the Registrant with the Securities and Exchange
Commission (the Commission) on August 7, 2008 relating to the 2008 Omnibus Incentive Plan are
hereby incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit
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No.
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Exhibit
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4.1
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Form of Specimen Certificate for Common Stock (incorporated by reference to the Registrants
Registration Statement on Form S-1 (File No. 33-97188), filed September 20, 1995, as amended).
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5.1
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Opinion of Thomas O. McGimpsey, Esq. as to the validity of the securities registered hereunder.
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23.1
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Consent of Grant Thornton LLP.
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23.2
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Consent of Thomas O. McGimpsey, Esq. (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page in Part II of this Registration Statement).
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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 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 Fort Collins, state of Colorado, on June 24, 2010.
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ADVANCED ENERGY INDUSTRIES, INC.
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By:
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/s/ Hans Georg Betz
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Hans Georg Betz
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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below appoints Lawrence D. Firestone and Thomas O.
McGimpsey, and each of them individually, his true and lawful attorney-in-fact and agent, with full
powers of substitution and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of
them individually, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them individually, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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
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Title
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Date
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/s/ Hans Georg Betz
Hans Georg Betz
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Chief Executive Officer and Director
(Principal Executive Officer)
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June 24, 2010
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/s/ Lawrence D. Firestone
Lawrence D. Firestone
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Executive Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer)
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June 24, 2010
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Chairman of the Board
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June 24, 2010
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Douglas S. Schatz
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Director
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June 24, 2010
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Frederick A. Ball
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Director
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June 24, 2010
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Richard P. Beck
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Director
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June __, 2010
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Trung T. Doan
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Director
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June 24, 2010
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Edward C. Grady
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Director
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June 24, 2010
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Terry Hudgens
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Director
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June 24, 2010
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Thomas M. Rohrs
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Exhibit Index
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Exhibit
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No.
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Exhibit
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4.1
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Form of Specimen Certificate for Common Stock (incorporated by reference to the Registrants
Registration Statement on Form S-1 (File No. 33-97188), filed September 20, 1995, as amended).
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5.1
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Opinion of Thomas O. McGimpsey, Esq. as to the validity of the securities registered hereunder.
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23.1
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Consent of Grant Thornton LLP.
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23.2
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Consent of Thomas O. McGimpsey, Esq. (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page in Part II of this Registration Statement).
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