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TABLE OF CONTENTS
Table of Contents
As Filed With the Securities and Exchange Commission on December 27, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIED MOTION TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in its Charter)
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Colorado
(State or Other Jurisdiction of
Incorporation or Organization)
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84-0518115
(I.R.S. Employer
Identification No.)
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495 Commerce Drive
Amherst, New York 14228
(716) 242-8634
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Michael R. Leach,
Chief Financial Officer
Allied Motion Technologies Inc.
495 Commerce Drive
Amherst, New York 14228
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael C. Donlon, Esq.
Bond, Schoeneck & King, PLLC
200 Delaware Avenue, Suite 900
Buffalo, New York 14202
(716) 416-7000
Approximate date of commencement of proposed sale to public:
From time to time after this registration statement becomes effective, as the registrant shall determine.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box:
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of
1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
ý
If this Form is used to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the
Securities
Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon
filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, please check the following box.
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Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an
emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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CALCULATION OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount To Be
Registered(1)
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Proposed Maximum
Offering Price
Per Share(2)
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Proposed Maximum
Aggregate Offering
Price(2)
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Amount of
Registration Fee(2)
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Common Stock, no par value per share
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Preferred Stock, $1.00 par value per share
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Debt Securities
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Warrants
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Total
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$250,000,000
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$30,300
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(1)
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There
are being registered hereunder an indeterminate number of shares of common stock, preferred stock, debt securities and warrants that may be issued by the
registrant at various times and at indeterminate prices, with a total offering price not to exceed $250,000,000. Any securities registered hereunder may be sold separately or as units with other
securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the shares being registered hereunder include such indeterminate
number of shares of common stock and preferred stock as may be issuable by the registrant with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar
transactions. Pursuant to Rule 457(i) under the Securities Act, the securities being registered hereunder include the following:
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such indeterminate number of shares of common stock as may be issuable by the registrant upon conversion or exchange of any preferred stock,
debt securities or warrants issued under this registration statement;
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such indeterminate number of shares of preferred stock as may be issuable by the registrant upon conversion or exchange of any preferred stock,
debt securities or warrants issued under this registration statement;
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an indeterminable principal amount of debt securities of the registrant as may be sold from time to time by the registrant; provided that if any
debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount at maturity as shall result in aggregate gross proceeds to the registrant
not to exceed $250,000,000, less the gross proceeds attributable to any securities previously issued pursuant to this registration statement; the debt securities being registered hereunder include
such indeterminate principal amount of debt securities as may be issuable by the registrant upon conversion or exchange of any warrants issued under this registration statement; and
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an indeterminate number of warrants to purchase common stock, preferred stock and/or debt securities of one or more series; the warrants being
registered hereunder include such indeterminate number of warrants as may be issuable by the registrant upon conversion or exchange of any preferred stock or debt securities issued by the registrant
under this registration statement.
In
no event will the aggregate offering price of all securities issued by the registrant from time to time pursuant to this registration statement exceed $250,000,000, excluding accrued interest, if
any, on any debt securities issued under this registration statement.
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(2)
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Calculated
in accordance with Rule 457(o) under the Securities Act.
Table of Contents
Subject to Completion, dated December 27, 2018
The information in this prospectus is not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
$250,000,000
ALLIED MOTION TECHNOLOGIES INC.
Common Stock
Preferred Stock
Debt Securities
Warrants
From time to time, we may offer common stock, preferred stock, debt securities or warrants, or a combination of any of these securities, at an
aggregate initial offering price not to exceed $250,000,000. The debt securities that we may offer may consist of senior debt securities or subordinated debt securities, in each case consisting of
notes or other evidence of indebtedness in one or more series. The warrants that we may offer will consist of warrants to purchase any of the other securities that may be sold under this prospectus.
The securities offered under this prospectus may be offered separately, together or in series separate, and in amounts, at prices and on terms to be determined at the time of sale. A prospectus
supplement that will set forth the terms of the offering of any securities will accompany this prospectus.
We
may offer these securities through agents, underwriters or dealers or directly to investors. See "Plan of Distribution" in this prospectus. Each prospectus supplement will provide the
amount, price and terms of the plan of distribution relating to the securities to be sold pursuant to such prospectus supplement. We will set forth the names of any underwriters or agents in the
accompanying prospectus supplement, as well as the net proceeds we expect to receive from such sale.
You
should read this prospectus, the prospectus supplement and the documents incorporated by reference in this prospectus and any prospectus supplement carefully before you invest. This
prospectus may not be used to offer or sell any of the common stock, preferred stock, debt securities or warrants unless accompanied by a prospectus supplement.
Our
common stock is listed on the Nasdaq Capital Market under the symbol "AMOT." On December 26, 2018, the last reported sale price of our common stock on the Nasdaq Capital
Market was $43.40 per share. Our principal executive offices are located at 495 Commerce Drive, Amherst, NY 14228, and our telephone number is (716) 242-8634.
Investing in our securities involves a high degree of risk. You should carefully consider the Risk Factors beginning on
page 2 before you invest in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is .
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TABLE OF CONTENTS
You
should rely only on the information contained or incorporated by reference into this prospectus and any prospectus supplement or any free writing prospectus that we may provide to
you. We have
not authorized anyone to provide you with different information. You must not rely upon any unauthorized information or representation. You should not assume that the information contained in this
prospectus or any applicable prospectus supplement is accurate as of any date other than the date on the front cover of the prospectus or the prospectus supplement or that the information contained in
any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects
may have changed since those dates. We are not making offers to sell the securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making
such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC"), using a "shelf"
registration process. Under this shelf registration process, we may offer common stock, preferred stock, debt securities and/or warrants over time in one or more offerings at prices and on terms to be
determined by market conditions at the time of the offering, up to a total dollar amount of $250,000,000. This prospectus only provides you with a general description of the securities we may offer.
Each time we sell any common stock, preferred stock, debt securities or warrants under this prospectus, we will provide a prospectus supplement that will contain more specific information about the
securities being offered and the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these
offerings. Each prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in
documents incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus and any accompanying prospectus supplement or related free writing
prospectus, you should rely on the information in the prospectus supplement or any related free writing prospectus we may authorize to
be provided to you. This prospectus may not be used to sell any common stock, preferred stock, debt securities or warrants unless accompanied by a prospectus supplement. You should carefully read this
prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the additional information incorporated herein by reference as described under the headings
"Where You Can Find More Information" and "Incorporation of Certain Information by Reference" in this prospectus, before you invest in any of the securities being offered hereby.
We
have not authorized anyone to provide you with information in addition to or different from that contained in this prospectus, any applicable prospectus supplement and any related
free writing prospectus. We take no responsibility for, and can provide no assurances as to the reliability of, any information not contained in this prospectus, any applicable prospectus supplement
or any related free writing prospectus that we may authorize to be provided to you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of
the date on the front of the document (unless the information specifically indicates that another date applies) and that any information incorporated by reference is accurate only as of the date of
the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All
of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as
exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading "Where You Can Find More Information."
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of
1995, and we intend that such forward-looking statements be subject to the safe harbors created thereby. For this purpose, any statements contained in this prospectus except for historical information
may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or
"continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer
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to
projections of our future financial performance, trends in our businesses, or other characterizations of future events or circumstances are forward-looking statements.
The
forward-looking statements included herein are based on current expectations of our management based on available information and involve a number of risks and uncertainties, all of
which are difficult or impossible to predict accurately and many of which are beyond our control. As such, our actual results may differ significantly from those expressed in any forward-looking
statements. Factors that may cause or contribute to such differences include, but are not limited to, those discussed in more detail in Item 1 (Business) and Item 1A (Risk Factors) of
Part I and Item 7 (Management's Discussion and Analysis of Financial Condition and Results of Operations) of Part II of our most recent Annual Report on Form 10-K, factors
described under the section captioned "Risk Factors" in this prospectus, as may be updated from time to time by our future filings under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and elsewhere in the documents incorporated by reference in this prospectus. Readers should carefully review these risks, as well as the additional risks described in other documents we file
from time to time with the SEC. In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be
regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking information. Except as may be
required by law, we disclaim any intent to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated
events.
ABOUT THE COMPANY
In this report, all references to "we," "our," "us," "Allied Motion" and "the Company" refer to Allied Motion Technologies Inc., a
Colorado corporation (collectively with its subsidiaries).
Allied
Motion Technologies Inc. is a global company that designs, manufactures and sells precision and specialty controlled motion components and systems used in a broad range of
industries. Our target markets include Vehicle, Medical, Aerospace & Defense and Industrial. We are headquartered in Amherst, NY, have global operations and sell into markets across the United
States, Canada, South America, Europe and Asia. We sell component and integrated motion control solutions to end customers and original equipment manufacturers through our own direct sales force and
authorized manufacturers' representatives and distributors. Our products include brush and brushless DC motors, brushless servo and torque motors, coreless DC motors, integrated brushless
motor-drives, gear motors, gearing, modular digital servo drives, motion controllers, incremental and absolute optical encoders, active (electronic) and passive (magnetic) products to resolve power
quality and harmonic issues associated with industrial power conversion and other associated motion control-related products.
Our
common stock is listed on the Nasdaq Capital Market under the symbol "AMOT".
Our
executive offices are located at 495 Commerce Drive, Amherst, NY 14228, and our telephone number is (716) 242-8634. Additional information regarding our company,
including our audited consolidated financial statements and descriptions of our business, is contained in the documents incorporated by reference in this prospectus. See "Where You Can Find More
Information" on page 12 and "Incorporation of Certain Information by Reference" on page 13.
RISK FACTORS
Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks
described in the sections entitled "Risk Factors" in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the SEC, which are
incorporated herein by reference in their entirety, as well as any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including any applicable
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prospectus
supplement. Our business, financial condition, results of operations or prospects could be materially adversely affected by any of these risks. The trading price of our securities could
decline due to any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned
elsewhere in this prospectus. For more information, see the section entitled "Where You Can Find More Information."
USE OF PROCEEDS
Unless otherwise stated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of our securities and from the
exercise of the warrants issued pursuant
hereto, if any, for general corporate purposes, which may include one or more of the following:
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potential future acquisitions of companies and/or technologies;
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capital expenditures;
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debt service and retirement; and
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general working capital.
Our
management will have broad discretion in the allocation of the net proceeds of any offering. Pending such uses, we intend to invest the net proceeds in short-term, investment grade,
interest-bearing securities.
SECURITIES WE MAY OFFER
We may offer shares of our common stock, preferred stock, debt securities and/or warrants to purchase common stock, preferred stock and/or debt
securities with a total value of up to $250,000,000 from time to time under this prospectus at prices and on terms to be determined by market conditions at the time of offering. Each time we offer a
type or series of securities, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities.
Common Stock
The following summary of the terms of our common stock is subject to and qualified in its entirety by reference to our charter and by-laws,
copies of which are on file with the SEC as exhibits to previous SEC filings. Please refer to "Where You Can Find More Information" below for directions on obtaining these documents.
We
may issue shares of our common stock from time to time. Holders of our common stock are entitled to one vote per share on all matters that require shareholder approval. We are
authorized to issue 50,000,000 shares of common stock, no par value per share. As of December 26, 2018 9,485,528 shares of common stock were issued and outstanding. There are no cumulative
voting rights while our common stock is listed on a national securities exchange, such as Nasdaq. Our common stock does not carry any redemption rights or any preemptive rights enabling a holder to
subscribe for, or receive shares of, any class of our common stock or any other securities convertible into shares of any class of our common stock.
Our
common stock is listed on the Nasdaq Capital Market under the symbol "AMOT". The transfer agent and registrar for the common stock is American Stock Transfer & Trust
Company, LLC.
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Preferred Stock
We may issue shares of our preferred stock from time to time, in one or more series. Under our articles of incorporation, our board of directors
has the authority, without further action by shareholders, to designate up to 5,000,000 shares of preferred stock, $1.00 par value per share, in one or more series and to fix the rights, preferences,
privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including but not limited to dividend rights, conversion rights, voting rights, rights and terms of
redemption, liquidation preference and sinking fund terms, any or all of which may be greater than the rights of the common stock. As of December 26, 2018, no shares of preferred stock were
issued and outstanding.
If
we issue preferred stock, we will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series that we sell under this prospectus and
applicable prospectus supplements in the certificate of designations relating to that series. If we issue preferred stock, we will incorporate by reference into the registration statement, of which
this prospectus is a part, the form of any certificate of designations that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred
stock. We urge you to read the prospectus supplement related to any series of preferred stock we may offer, as well as the complete certificate of designations that contains the terms of the
applicable series of preferred stock.
Warrants
We may issue warrants for the purchase of common stock, preferred stock in one or more series and/or debt securities from time to time. We may
issue warrants independently or together with common stock, preferred stock and/or debt securities; and the warrants may be attached to or separate from those securities.
If
we issue warrants, they will be evidenced by warrant agreements or warrant certificates issued under one or more warrant agreements, which are contracts between us and an agent for
the holders of the warrants. We urge you to read the prospectus supplement related to any series of warrants we may offer, as well as the complete warrant agreement and warrant certificate that
contain the terms of the warrants. If we issue warrants, forms of warrant agreements and warrant certificates relating to warrants for the purchase of common stock, preferred stock and/or debt
securities will be incorporated by reference into the registration statement, of which this prospectus is a part, from reports we would subsequently file with the SEC.
Debt Securities
We may issue debt securities under an indenture to be entered into between us and a trustee chosen by us, qualified to act as such under the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act") and appointed under an indenture. The indenture will be governed by the Trust Indenture Act.
The
following is a summary of the indenture. It does not restate the indenture entirely. We urge you to read the indenture. We have filed the form of indenture as an exhibit to the
registration statement of which this prospectus is a part, and we will file the indenture we enter into and the supplemental indentures or authorizing resolutions with respect to particular series of
debt securities as exhibits to
current or other reports we file with the SEC. See "Where You Can Find More Information" for information on how to obtain copies of the indentures and the supplemental indentures or authorizing
resolutions. You may also inspect copies of the documents for the particular series at the office of the trustee. References below to an "indenture" are references to the applicable indenture, as
supplemented, under which a particular series of debt securities is issued.
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Terms of the Debt Securities
Our debt securities will be general obligations of the Company. We may issue them in one or more series. Authorizing resolutions or a
supplemental indenture will set forth the specific terms of each series of debt securities. We will provide a prospectus supplement for each series of debt securities that will
describe:
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the title of the debt securities and whether the debt securities are senior, senior subordinated, or subordinated debt securities;
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the aggregate principal amount of the debt securities and any limit upon the aggregate principal amount of the series of debt securities, and,
if the series is to be issued at a discount from its face amount, the method of computing the accretion of such discount;
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the percentage of the principal amount at which debt securities will be issued and, if other than the full principal amount thereof, the
percentage of the principal amount of the debt securities that is payable if maturity of the debt securities is accelerated because of a default;
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the date or dates on which principal of the debt securities will be payable and the amount of principal that will be payable;
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the rate or rates (which may be fixed or variable) at which the debt securities will bear interest, if any, or the method of calculation of
such rate or rates, as well as the dates from which interest will accrue, the dates on which interest will be payable and the record date for the interest payable on any payment date;
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any collateral securing the performance of our obligations under the debt securities;
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the currency or currencies (including any composite currency) in which principal, premium, if any, and interest, if any, will be payable, and
if such payments may be made in a currency other than that in which the debt securities are denominated, the manner for determining such payments, including the time and manner of determining the
exchange rate between the currency in which such securities are denominated and the currency in which such securities or any of them may be paid, and any additions to, modifications of or deletions
from the terms of the debt securities to provide for or to facilitate the issuance of debt securities denominated or payable in a currency other than U.S. dollars;
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the place or places where principal, premium, if any, and interest, if any, on the debt securities will be payable and where debt securities
that are in registered form can be presented for registration of transfer or exchange;
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the denominations in which the debt securities will be issuable, if different from $2,000 and multiples of $1,000 in excess thereof;
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any provisions regarding our right to redeem or purchase debt securities or the right of holders to require us to redeem or purchase debt
securities;
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the right, if any, of holders of the debt securities to convert or exchange them into our common stock or other securities of any kind of us or
another obligor, including any provisions intended to prevent dilution of the conversion rights and, if so, the terms and conditions upon which such securities will be so convertible or exchangeable,
including the initial conversion or exchange price or rate or the method of calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is
mandatory, at the option of the holder or at our option, the conversion or exchange period, and any other provision in relation thereto;
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any provisions requiring or permitting us to make payments to a sinking fund to be used to redeem debt securities or a purchase fund to be used
to purchase debt securities;
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the terms, if any, upon which debt securities may be senior or subordinated to our other indebtedness;
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any additions to, modifications of or deletions from the terms of the debt securities with respect to events of default or covenants or other
provisions set forth in the indenture for the series to which the supplemental indenture or authorizing resolution relates;
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whether and upon what terms the debt securities of such series may be defeased or discharged, if different from the provisions set forth in the
indenture for the series to which the supplemental indenture or authorizing resolution relates;
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whether the debt securities will be issued in registered or bearer form and the terms of these forms;
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whether the debt securities will be issued in whole or in part in the form of a global security and, if applicable, the identity of the
depositary for such global security;
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any provision for electronic issuance of the debt securities or issuance of the debt securities in uncertificated form; and
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any other material terms of the debt securities, which may be different from the terms set forth in this prospectus.
The
applicable prospectus supplement will also describe any material covenants to which a series of debt securities will be subject and the applicability of those covenants to any of our
subsidiaries to be restricted thereby, which are referred to herein as "restricted subsidiaries." The applicable prospectus supplement will also describe provisions for restricted subsidiaries to
cease to be restricted by those covenants.
Events of Default and Remedies
Unless otherwise described in the applicable prospectus supplement, an event of default with respect to any series of debt securities will be
defined in the indenture or applicable supplemental indenture or authorizing resolution as being:
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our failure to pay interest on any debt security of such series when the same becomes due and payable and the continuance of any such failure
for a period of 30 days;
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our failure to pay the principal or premium of any debt security of such series when the same becomes due and payable at maturity, upon
acceleration, redemption or otherwise;
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our failure or the failure of any restricted subsidiary to comply with any of its agreements or covenants in, or provisions of, the debt
securities of such series or the indenture (as they relate thereto) and such failure continues for a period of 60 days after our receipt of notice of the default from the trustee or from the
holders of at least 25% in aggregate principal amount of the then outstanding debt securities of that series (except in the case of a default with respect to the provisions of the indenture regarding
the consolidation, merger, sale, lease, conveyance or other disposition of all or substantially all of the assets of us (or any other provision specified in the applicable supplemental indenture or
authorizing resolution), which will constitute an event of default with notice but without passage of time);
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default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any
indebtedness (other than non-recourse indebtedness, as defined in the indenture) for money borrowed by us or any of our restricted subsidiaries (or the payment of which is guaranteed by us or any of
our restricted subsidiaries), whether such indebtedness or guarantee now exists or is created after the date we issue debt securities, if that default:
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is
caused by a failure to pay at final stated maturity the principal amount of such indebtedness prior to the expiration of the grace period provided in such
indebtedness on the date of such default (a "Payment Default"); or
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results
in the acceleration of such indebtedness prior to its express maturity without such indebtedness having been discharged or such acceleration having been
cured, waived, rescinded or annulled for the period and after the notice had been provided, and, in each case, the principal amount of any such indebtedness, together with the principal amount of any
other such indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50 million or more; or
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certain events of bankruptcy, insolvency or reorganization occur with respect to us or any restricted subsidiary that is a significant
subsidiary (as defined in the indenture).
The
indenture will provide that the trustee may withhold notice to the holders of any series of debt securities of any default, except a default in payment of principal or interest, if
any, with respect to such series of debt securities, if the trustee considers it in the interest of the holders of such series of debt securities to do so.
The
indenture will provide that if any event of default has occurred and is continuing with respect to any series of debt securities, the trustee or the holders of not less than 25% in
principal amount of such series of debt securities then outstanding may declare the principal of all the debt securities of such series to be due and payable immediately. However, the holders of a
majority in principal amount of the debt securities of such series then outstanding by notice to the trustee may waive any existing default and its consequences with respect to such series of debt
securities, other than any event of default in payment of principal or interest. Holders of a majority in principal amount of the then outstanding debt securities of any series may rescind an
acceleration with respect to such series and its consequences, except an acceleration due to nonpayment of principal or interest on such series, if the rescission would not conflict with any judgment
or decree and if all existing events of default with respect to such series have been cured or waived.
The
holders of a majority of the outstanding principal amount of the debt securities of any series will have the right to direct the time, method and place of conducting any proceedings
for any remedy available to the trustee with respect to such series, subject to limitations specified in the indenture.
Defeasance
The indenture will permit us to terminate all our respective obligations under the indenture as they relate to any particular series of debt
securities, other than the obligation to pay
interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by:
-
-
depositing in trust with the trustee, under an irrevocable trust agreement, money or government obligations in an amount sufficient to pay
principal of and interest, if any, on the debt securities of such series to their maturity or redemption; and
-
-
complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that holders will not recognize
income, gain or loss for federal income tax purposes as a
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The
indenture will also permit us to terminate all of our respective obligations under the indenture as they relate to any particular series of debt securities, including the obligations
to pay interest, if any, on and the principal of the debt securities of such series and certain other obligations, at any time by:
-
-
depositing in trust with the trustee, under an irrevocable trust agreement, money or government obligations in an amount sufficient to pay
principal and interest, if any, on the debt securities of such series to their maturity or redemption; and
-
-
complying with other conditions, including delivery to the trustee of an opinion of counsel to the effect that (A) we have received
from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date such series of debt securities were originally issued, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall state that, holders will not recognize income, gain or loss for federal income tax
purposes as a result of our exercise of such right and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case otherwise.
In
addition, the indenture will permit us to terminate substantially all our respective obligations under the indenture as they relate to a particular series of debt securities by
depositing with the trustee money or government obligations sufficient to pay all principal and interest on such series at its maturity or redemption date if the debt securities of such series will
become due and payable at maturity within one year or are to be called for redemption within one year of the deposit.
Transfer and Exchange
A holder will be able to transfer or exchange debt securities only in accordance with the indenture. The registrar may require a holder, among
other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture.
Amendment, Supplement and Waiver
Without notice to or the consent of any holder, we and the trustee may amend or supplement the indenture or the debt securities of a series
to:
-
-
cure any ambiguity, omission, defect or inconsistency;
-
-
comply with the provisions of the indenture regarding the consolidation, merger, sale, lease, conveyance or other disposition of all or
substantially all of our assets;
-
-
provide that specific provisions of the indenture shall not apply to a series of debt securities not previously issued or to make a change to
specific provisions of the indenture that only applies to any series of debt securities not previously issued or to additional debt securities of a series not previously issued;
-
-
create a series and establish its terms;
-
-
provide for uncertificated debt securities in addition to or in place of certificated debt securities;
-
-
add a guarantor subsidiary in respect of any series of debt securities;
-
-
secure any series of debt securities;
-
-
comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;
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-
-
make any change that does not adversely affect the rights of any holder; or
-
-
conform the provisions of the indenture to the final offering document in respect of any series of debt securities.
With
the exceptions discussed below, we and the trustee may amend or supplement the indenture or the debt securities of a particular series with the written consent of the holders of at
least a majority in principal amount of the debt securities of such series then outstanding. In addition, the holders of a majority in principal amount of the debt securities of such series then
outstanding may waive any existing default under, or compliance with, any provision of the debt securities of a particular series or of the indenture relating to a particular series of debt
securities, other than any event of default in payment of interest or principal. These consents and waivers may be obtained in connection with a purchase of, or tender offer or exchange offer for,
debt securities.
Without
the consent of each holder affected, we and the trustee may not:
-
-
reduce the amount of debt securities of such series whose holders must consent to an amendment, supplement or waiver;
-
-
reduce the rate of or extend the time for payment of interest, including defaulted interest;
-
-
reduce the principal of or extend the fixed maturity of any debt security or alter the provisions with respect to redemptions or mandatory
offers to repurchase debt securities;
-
-
make any change that adversely affects any right of a holder to convert or exchange any debt security into or for shares of our common stock or
other securities, cash or other property in accordance with the terms of such security;
-
-
modify the ranking or priority of the debt securities;
-
-
make any change to any provision of the indenture relating to the waiver of existing defaults, the rights of holders to receive payment of
principal and interest on the debt securities, or to the provisions regarding amending or supplementing the indenture or the debt securities of a particular series with the written consent of the
holders of such series;
-
-
waive a continuing default or event of default in the payment of principal of or interest on the debt securities; or
-
-
make any debt security payable at a place or in money other than that stated in the debt security, or impair the right of any holder of a debt
security to bring suit as permitted by the indenture.
The
right of any holder to participate in any consent required or sought pursuant to any provision of the indenture, and our obligation to obtain any such consent otherwise required from
such holder, may be subject to the requirement that such holder shall have been the holder of record of debt securities with respect to which such consent is required or sought as of a record date
fixed by us in accordance with the indenture.
Concerning the Trustee
The indenture will contain limitations on the rights of the trustee, should it become our creditor, to obtain payment of claims in specified
cases or to realize on property received in respect of any such claim as security or otherwise. The indenture will permit the trustee to engage in other transactions; however, if it acquires any
conflicting interest, it must eliminate such conflict or resign.
The
indenture will provide that in case an event of default occurs and is not cured, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent
person in similar circumstances in the conduct of such person's own affairs. The trustee shall be under no obligation to
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exercise
any of the rights or powers vested in it by the indenture at the request or direction of any of the holders pursuant to the Indenture, unless such holders shall have offered to the trustee
security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.
No Recourse against Others
The indenture will provide that a director, officer, employee or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the debt securities or the indenture or for any claim based on, in respect of or by reason of, such obligations or their creation.
Governing Law
The laws of the State of New York will govern the indenture and the debt securities.
PLAN OF DISTRIBUTION
We may sell the securities covered by this prospectus from time to time in any manner permitted under the Securities Act. Registration of the
securities covered by this prospectus does not mean, however, that those securities will necessarily be offered or sold.
We
may sell the securities separately or together:
-
-
through one or more underwriters or dealers in a public offering and sale by them;
-
-
directly to investors;
-
-
to dealers; or
-
-
through agents.
We
may also make direct sales through subscription rights distributed to our stockholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription
rights to stockholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more
underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties.
We
may sell the securities from time to time:
-
-
in one or more transactions at a fixed price or prices, which may be changed from time to time;
-
-
at market prices prevailing at the time of sale;
-
-
at prices related to such prevailing market prices; or
-
-
at negotiated prices.
Any
of the prices may represent a discount from prevailing market prices. We will describe the method of distribution of the securities and the terms of the offering in the prospectus
supplement. Any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
If
underwriters are used in the sale of any securities, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more of
the transactions described above. Any underwritten offering may be on a best efforts or firm commitment basis. The securities may be either offered to the public through underwriting syndicates
represented by managing underwriters, or directly by underwriters. Generally, the underwriters' obligations to purchase the securities will be subject to conditions precedent and the underwriters will
be obligated to purchase
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all
of the securities if they purchase any of the securities. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter,
the nature of any such relationship.
In
any sale of the securities, underwriters or agents may receive compensation from us or from purchasers of the securities, for whom they may act as agents, in the form of discounts,
concessions or commissions. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities may be deemed to be
underwriters under the Securities Act, and any discounts or commissions they receive from us and any profit on the resale of securities they realize may be deemed to be underwriting discounts and
commissions under the Securities Act. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
Each
time we sell securities, we will describe the method of distribution of the securities in the prospectus supplement relating to such transaction. The applicable prospectus
supplement will, where applicable:
-
-
identify any such underwriter or agent;
-
-
describe any compensation in the form of discounts, concessions, commissions or otherwise received from us by each such underwriter or agent
and in the aggregate to all underwriters and agents;
-
-
identify the amounts underwritten or to be sold through the agent; and
-
-
identify the nature of the underwriter's or agent's obligation to take the securities.
We
may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the
prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.
We
may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable
prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock and may use
securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be
identified in the applicable prospectus supplement or in a post-effective amendment.
Underwriters,
dealers and agents may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with
respect to payments made by the underwriters, dealers or agents, under agreements between us and the underwriters, dealers and agents.
We
may grant underwriters who participate in the distribution of securities an option to purchase additional securities to cover over-allotments, if any, in connection with the
distribution.
Unless
otherwise specified in the related prospectus supplement, all securities we offer, other than common stock, will be new issues of securities with no established trading market.
Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any
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market
making at any time without notice. Any common stock sold pursuant to a prospectus supplement will be listed for trading on the Nasdaq Capital Market or other principal market for our common
stock. We may apply to list any series of preferred stock, debt securities or warrants on an
exchange, but we are not obligated to do so. Therefore, there may not be liquidity or a trading market for any series of securities.
Any
underwriter may engage in over-allotment transactions, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the
Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions.
Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions.
Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. We make no
representation or prediction as to the direction or magnitude of any effect that such transactions may have on the price of the securities. For a description of these activities, see the information
under the heading "Underwriting" or "Plan of Distribution" in the applicable prospectus supplement.
Underwriters,
broker-dealers or agents who may become involved in the sale of the common stock may engage in transactions with and perform other services for us in the ordinary course of
their business for which they receive compensation.
To
comply with applicable state securities laws, the securities offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers
or dealers. In addition, securities may not be sold in some states unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
EXPERTS
The consolidated financial statements of Allied Motion Technologies Inc. as of December 31, 2017 and 2016 and for each of the
years in the three-year period ended December 31, 2017 and the effectiveness of internal control over financial reporting as of December 31, 2017 incorporated in this Prospectus by
reference from the Allied Motion Technologies Inc. Annual Report on Form 10-K for the year ended December 31, 2017 have been audited by EKS&H LLP, as stated in their
reports thereon, incorporated herein by reference, and have been incorporated in this Prospectus and Registration Statement in reliance upon such reports and upon the authority of such firm as experts
in accounting and auditing. During the periods covered by their report, EKS&H LLP was an independent registered public accounting firm within the meaning of the Public Company Accounting Oversight
Board, however such firm has subsequently withdrawn its registration due to a merger with Plante & Moran PLLC.
LEGAL MATTERS
Certain legal matters, including the validity of the securities offered pursuant to this registration statement, will be passed upon for us by
Bond, Schoeneck & King, PLLC, Buffalo, New York.
WHERE YOU CAN FIND MORE INFORMATION
We must comply with the informational requirements of the Exchange Act and we are required to file reports and proxy statements and other
information with the SEC. You may read and copy these reports, proxy statements and other information at the Public Reference Room maintained by the SEC
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at
100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies at the prescribed rates from the Public Reference Section of the SEC at its principal office in Washington, D.C. You
may call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains a website that contains reports, proxy and information statements and other
information regarding issuers like us that file electronically with the SEC. You may access the SEC's web site at http://www.sec.gov. We maintain a website at www.alliedmotion.com. The information
contained in, or that can be accessed through, our website is not incorporated by reference herein and is not part of this prospectus.
Statements
contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract
or document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference in this prospectus the information that we file with them. Incorporation by reference means that
we can disclose important information to you by referring you to other documents that are legally considered to be part of this prospectus. Later information that we file with the SEC will
automatically update and supersede the information in this prospectus, any supplement and the documents listed below. Our SEC file number is 0-04041. We incorporate by reference the specific
documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act until all of the shares of common stock, preferred stock, debt
securities and warrant shares covered by this prospectus are sold:
-
-
The Company's Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on March 14, 2018;
-
-
The Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2018, June 30, 2018 and September 30,
2018;
-
-
The Company's Current Reports on Form 8-K filed as of January 3, 2018, August 7, 2018, September 25, 2018 and
December 11, 2018;
-
-
The Company's Definitive Proxy Statement, filed under Schedule 14A, on March 29, 2018;
-
-
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 (other than the portions of these documents not deemed to be filed);
-
-
The description of the Company's Common Stock contained that certain registration statement on Form 8-A (Registration
No. 0-04041), filed with the SEC on June 27, 1989 pursuant to Section 12 of the Exchange Act, including any subsequent amendment or report filed for the purpose of updating that
description.
In
addition, all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, provided, however, that documents or information deemed to have
been furnished and not filed in accordance with the rules and regulations of the SEC shall not be deemed to be incorporated by reference herein into this Registration Statement. We will furnish
without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any document incorporated by reference. Requests should be
addressed to Corporate Secretary, 495 Commerce Drive, Amherst, NY 14228 or via telephone at (716) 242-8634.
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You
should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different
information. You should not assume that the information contained in this prospectus or the accompanying prospectus supplement is accurate on any date subsequent to the date set forth on the front of
the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any
accompanying prospectus supplement is delivered or securities are sold on a later date.
Nothing
in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or 7.01 of Form 8-K.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following are the estimated expenses of the distribution of the shares registered hereunder on Form S-3. The amounts set forth below,
except for the SEC Registration Fee, are estimated.
|
|
|
|
|
Registration Fee-Securities and Exchange Commission
|
|
$
|
30,300
|
|
Accountants Fees and Expenses
|
|
$
|
10,000
|
|
Legal Fees and Expenses
|
|
$
|
10,000
|
|
Miscellaneous
|
|
$
|
9,700
|
|
|
|
|
|
|
Total
|
|
$
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 15. Indemnification of Directors And Officers
Section 7-108-402 of the Colorado Business Corporation Act ("CBCA") provides, generally, that the articles of incorporation of a Colorado
corporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; except that any such provision may
not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 7-108-403 (concerning unlawful distributions), or (iv) any transaction from
which a director directly or indirectly derived an improper personal benefit. Such provision may not eliminate or limit the liability of a director for any act or omission occurring prior to the date
on which such provision becomes effective. Our articles of incorporation provide eliminating a director's liability, except to the extent such exemption from liability is not permitted by the statute.
Section 7-109-103
of the CBCA provides that a Colorado corporation must indemnify a person (i) who is or was a director of the corporation or an individual who, while
serving as a director of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or fiduciary or agent of another corporation or other entity
or of any employee benefit plan (a "Director") or officer of the corporation and (ii) who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (a "Proceeding"), in which he was a party, against reasonable expenses incurred by
him in connection with the proceeding, unless such indemnity is limited by the corporation's articles of incorporation. Our articles of incorporation do not contain any such limitation, and provide
that we must indemnify such persons satisfying the standards under this provision of the CBCA.
Section 7-109-102
of the CBCA provides, generally, that a Colorado corporation may indemnify a person made a party to a Proceeding because the person is or was a Director against
any obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses
incurred in the Proceeding if the person conducted himself or herself in good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation, that the
person's conduct was in the corporation's best interests and, in all other cases, his conduct was at least not opposed to the corporation's best interests and, with respect to any criminal
proceedings, the person had no reasonable cause to believe that his conduct was unlawful. A corporation may not indemnify a Director in connection with any Proceeding by or in the right of the
corporation in which the Director was adjudged liable to the corporation or, in connection with any other Proceeding charging the Director
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derived
an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the Director was judged liable on the basis that he derived an improper personal
benefit. Any indemnification permitted in connection with a Proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding. Our bylaws
require us to indemnify such individuals in the circumstances permitted by the statute.
Under
Section 7-109-107 of the CBCA, unless otherwise provided in the articles of incorporation, a Colorado corporation may indemnify an officer, employee, fiduciary, or agent of
the corporation to the same extent as a Director and may indemnify such a person who is not a Director to a greater extent, if not inconsistent with public policy and if provided for by its bylaws,
general or specific action of its board of directors or shareholders, or contract. Our bylaws require us to indemnify and advance expenses to any officer of the Company or any of its subsidiaries and
any general manager of any division of the Company who is not a director to the maximum extent permitted by the statute consistent with public policy, and may indemnify and advance expenses to any
other officer, employee or agent of the Company who is not a director to any extent permitted by the statute consistent with public policy as determined by the Board of Directors.
We
have also entered into indemnification agreements with our directors and certain officers to indemnify them and to advance expenses to the fullest extent permitted by law. In
addition, the agreement provides that no claim or cause of action may be asserted by us against such director after the date the director ceases to be a director or after one year. We have also agreed
to maintain directors' and officers' liability insurance, subject to certain limitations.
The
above discussion of our articles of incorporation, bylaws, the CBCA and the indemnification agreements is only a summary and is qualified in its entirety by the full text of each of
the foregoing.
Item 16. Exhibits
The following exhibits are filed pursuant to Item 601 of Regulation S-K:
EXHIBIT INDEX
-
*
-
To
be filed by amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
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-
**
-
Filed
herewith.
-
***
-
To
be filed, if necessary, separately under electronic form type "305B2" in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
Item 17. 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 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 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 a 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 the Registration Statement or any material change to such
information in the Registration Statement;
provided, however
, that paragraphs (i) and (ii) shall not apply if the 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 Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the 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 which remain unsold at the termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in this registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be
deemed to be a
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new
effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of this Registration Statement or made in any such document
immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(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 Section 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 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.
(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 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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(d) The
undersigned registrant hereby undertakes that:
(1) For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.
(e) Item 512(j)
of Regulation S-K. The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust Indenture Act ("Act") in accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
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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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Amherst, New York, on
December 27, 2018.
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ALLIED MOTION TECHNOLOGIES INC.
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By
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/s/ MICHAEL R. LEACH
Michael R. Leach
Chief Financial Officer
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POWERS OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Richard S. Warzala and
Michael R. Leach his true and lawful attorney-in-fact and agent, each with full power of substitution and revocation, 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
Securities and Exchange Commission, granting unto each attorney-in-fact and agent, full power and authority to do and perform each such and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his 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 and the foregoing Powers of Attorney have been signed by the following persons in the capacities
and as of December 27, 2018.
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Signature
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Title
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/s/ RICHARD S. WARZALA
Richard S. Warzala
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President, Chief Executive Officer and Chairman of the Board
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/s/ MICHAEL R. LEACH
Michael R. Leach
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Chief Financial Officer
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/s/ RICHARD D. FEDERICO
Richard D. Federico
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Director
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/s/ LINDA P. DUCH
Linda P. Duch
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Director
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Signature
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Title
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/s/ GERALD J. LABER
Gerald J. Laber
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Director
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/s/ RICHARD D. SMITH
Richard D. Smith
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Director
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/s/ JAMES J. TANOUS
James J. Tanous
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Director
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/s/ TIMOTHY T. TEVENS
Timothy T. Tevens
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Director
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/s/ MICHAEL R. WINTER
Michael R. Winter
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Director
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II-7
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