As filed with the Securities and Exchange Commission on April 8, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADVANCED POWER TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
93-0875072 (I.R.S. Employer Identification No.) |
Advanced Power Technology, Inc. Stock Option Plan
(Full Title of the Plan)
405 S.W. Columbia Street
Bend, Oregon 97702
(Address of Principal Executive Offices)
(541) 382-8028
(Telephone Number, Including Area Code, of Principal Executive Offices)
Copy to:
David C. Baca, Esq.
Marcus J. Williams, Esq.
Davis Wright Tremaine LLP
2300 Wells Fargo Tower
1300 SW Fifth Avenue
Portland, Oregon 97201
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share(1) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
||||
---|---|---|---|---|---|---|---|---|
Common Stock | 150,000 | $9.25 | $1,387,500 | $175.88 | ||||
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.1
Item 2. Registrant Information and Employee Plan Annual Information.2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into this Registration Statement:
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 have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents with the Commission.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
2
Item 6. Indemnification of Directors and Officers.
The Registrant has authority under applicable provisions of the Delaware General Corporation Law to indemnify its directors and officers to the extent provided under that statute. The Registrant's Bylaws, amended and restated as of May 31, 2000, contain additional indemnification provisions for the benefit of certain directors and officers of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as a part of this Registration Statement:
Exhibit Number |
Description |
|
---|---|---|
3.1 |
Certificate of Incorporation(1) |
|
3.2 |
Bylaws(1) |
|
4.1 |
Reference is made to Exhibits 3.1 and 3.2 |
|
5.1 |
Opinion of Davis Wright Tremaine as to the legality of securities being registered through this Registration Statement |
|
10.3 |
Advanced Power Technology, Inc. Stock Option Plan Summary(2) |
|
23.1 |
Consent of Davis Wright Tremaine, contained in opinion filed as Exhibit 5.1 |
|
23.2 |
Consent of KPMG LLP |
|
24.1 |
Power of Attorney (see signature page) |
Item 9. Undertakings.
3
4
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 Bend, State of Oregon, on the 29 day of March 2004.
ADVANCED POWER TECHNOLOGY, INC., A DELAWARE CORPORATION |
|||
By: |
|||
/s/ GREG M. HAUGEN Greg M. Haugen Chief Financial Officer |
We, the undersigned officers and directors of Advanced Power Technology, Inc., a Delaware corporation, hereby severally and individually constitute and appoint Patrick P.H. Sireta and Greg M. Haugen, and each of them, as true and lawful attorneys in fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys in fact, and each of them, 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, or any of them, may lawfully do or cause to be done by virtue of this appointment.
5
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.
Signature |
Title |
Date |
||
---|---|---|---|---|
/s/ PATRICK P.H. SIRETA Patrick P.H. Sireta Principal Executive Officer |
President, Chief Executive Officer and Chairman of the Board | March 29, 2004 | ||
/s/ GREG M. HAUGEN Greg M. Haugen Principal Financial Officer |
Chief Financial Officer |
March 29, 2004 |
||
/s/ DOUGLAS S. SCHATZ Douglas S. Schatz Director |
Director |
March 29, 2004 |
||
/s/ JAMES E. PETERSEN James E. Petersen Director |
Director |
March 29, 2004 |
||
/s/ ROBERT C. PEARSON Robert C. Pearson Director |
Director |
March 29, 2004 |
||
/s/ RONALD F. MCKENNA Ronald F. McKenna Director |
Director |
March 29, 2004 |
||
/s/ ALFRED J. STEIN Alfred J. Stein Director |
Director |
March 29, 2004 |
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Exhibit Number |
Description |
Sequentially Numbered Pages |
||
---|---|---|---|---|
5.1 |
Opinion of Davis Wright Tremaine as to the legality of securities being registered through this Registration Statement |
2 |
||
23.1 |
Consent of Davis Wright Tremaine, contained in opinion filed as Exhibit 5.1 |
|||
23.2 |
Consent of KPMG LLP |
1 |
||
24.1 |
Power of Attorney (see signature page) |