- Securities Registration: Employee Benefit Plan (S-8)
August 04 2010 - 1:28PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 4, 2010
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)
Employee Stock Purchase 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:
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):
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Large accelerated filer
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Accelerated
filer
þ
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of each class of securities to be
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Amount to be
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Offering Price per
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Aggregate Offering
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Amount of
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registered
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Registered (1)
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Share (2)
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Price (2)
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Registration Fee
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Common Stock,
par value $0.001
per share, issuable
under the Employee
Stock Purchase Plan
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500,000
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$17.94
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$8,970,000
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$640
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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
Employee Stock Purchase 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 $17.94 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 August 3, 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 (this 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 500,000 the number of
shares of Common Stock that are registered under the Employee Stock Purchase Plan.
Pursuant to General Instruction E of Form S-8, the contents and exhibits of the following
Registration Statements relating to the Employee Stock Purchase Plan are hereby incorporated by
reference into this Registration Statement: (i) the Registration Statement on Form S-8 (File No.
333-04073) previously filed by the Registrant with the Securities and Exchange Commission (the
Commission) on May 20, 1996; (ii) the Registration Statement on Form S-8 (File No. 333-105367)
previously filed by the Registrant with the Commission on May 19, 2003; and (iii) the Registration
Statement on Form S-8 (File No. 333-129858) previously filed by the Registrant with the Commission
on November 21, 2005.
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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99.1
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Employee Stock Purchase Plan.
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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 August 4, 2010.
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ADVANCED ENERGY INDUSTRIES, INC.
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By:
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/s/ Hans Georg Betz
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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Chief Executive Officer and Director
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August 4, 2010
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Hans Georg Betz
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(Principal Executive Officer)
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/s/ Lawrence D. Firestone
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Executive Vice President and Chief Financial Officer
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August 4, 2010
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Lawrence D. Firestone
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(Principal Financial and Accounting Officer)
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/s/ Douglas S. Schatz
Douglas S. Schatz
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Chairman of the Board
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August 4, 2010
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/s/ Frederick A. Ball
Frederick A. Ball
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Director
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August 4, 2010
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/s/ Richard P. Beck
Richard P. Beck
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Director
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August 4, 2010
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/s/ Trung T. Doan
Trung T. Doan
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Director
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August 4, 2010
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/s/ Edward C. Grady
Edward C. Grady
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Director
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August 4, 2010
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/s/ Terry Hudgens
Terry Hudgens
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Director
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August 4, 2010
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/s/ Thomas M. Rohrs
Thomas M. Rohrs
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Director
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August 4, 2010
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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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99.1
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Employee Stock Purchase Plan.
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