-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QyQFYVbxEet/FVGcjm6fuA09xX5Ynb1ehDNq4bCDldCgEYU+9p1XaIVBpTsjXTsP fr0+g8CSQUlrSbNqZa450A== 0000891020-96-001253.txt : 19961028 0000891020-96-001253.hdr.sgml : 19961028 ACCESSION NUMBER: 0000891020-96-001253 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961025 EFFECTIVENESS DATE: 19961025 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED MICROSYSTEMS CORP /WA/ CENTRAL INDEX KEY: 0001000787 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 911074996 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14823 FILM NUMBER: 96647800 BUSINESS ADDRESS: STREET 1: 5020 148TH AVE NE STREET 2: P O BOX 97002 CITY: REDMOND STATE: WA ZIP: 98073-9702 BUSINESS PHONE: 2068822000 MAIL ADDRESS: STREET 1: 5020 148TH AVE NE CITY: REDMOND STATE: WA ZIP: 98073-9702 S-8 1 APPLIED MICROSYSTEMS CORPORATION FORM S-8 1 As filed with the Securities and Exchange Commission on October 25, 1996 Registration No. 333-_____ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 APPLIED MICROSYSTEMS CORPORATION (Exact name of registrant as specified in its charter) WASHINGTON 7373 91-1074996 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.) 5020 148th Avenue N.E. Redmond, Washington 98052 (206) 882-2000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------- Applied Microsystems Corporation 1992 Performance Stock Plan ------------- A. James Beach, Vice President and Chief Financial Officer 5020 148th Avenue N.E. Redmond, Washington 98052 (206) 882-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------- CALCULATION OF REGISTRATION FEE ====================================================================================================== Title of Each Class of Amount to be Proposed Maximum Amount of Registration Securities to Be Registered Registered (1) Aggregate Offering Price (2) Fee - ------------------------------------------------------------------------------------------------------ Common Stock 250,000 shares $3,359,375 $1,158.41 ======================================================================================================
(1) Plus (i) an indeterminate number of shares of Common Stock that may become issuable under the Plan as a result of the adjustment provisions therein, and (ii) if any interests in the Plan constitute separate securities required to be registered under the Securities Act of 1933, then, pursuant to Rule 416(c), an indeterminate amount of such interests to be offered or sold pursuant to the Plan. (2) Computed pursuant to Rule 457(c) and (h) based on the average of the high and low sales prices reported by the Nasdaq Stock Market on October 23, 1996. 2 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are incorporated in this Registration Statement by reference: 1. The Registrant's Registration Statement on Form S-8 filed on April 8, 1996 (Commission File No. 333-3410); 2. The Registrant's Annual Report on Form 10-K filed April 1, 1996 (Commission File No. 33-97002); 3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, (Commission File No. 0-26778); and 4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, (Commission File No. 0-26778) All documents filed by the Registrant with the Commission after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, before the filing of a post-effective amendment that indicates that all securities offered pursuant to this Registration Statement have been sold or that deregisters all securities then remaining unsold, shall also be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the respective dates of filing of such documents. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. II--1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on this 3rd day of October, 1996. APPLIED MICROSYSTEMS CORPORATION By /s/ A. James Beach ------------------------------------------ A. James Beach Vice President and Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Robert L. Deinhammer and A. James Beach and each of them severally, his true and lawful attorneys-in-fact and agents, with full power to act without the other and with full power of substitution and resubstitution, to execute in his name and on his behalf, individually and in each capacity stated below, any and all amendments and post-effective amendments to this Registration Statement, any and all supplements hereto, and any and all other instruments necessary or incidental in connection herewith, and to file the same with the Commission. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Robert L. Deinhammer President, Chief Executive October 3, 1996 - ------------------------ Officer (Principal Robert L. Deinhammer Executive Officer) /s/ A. James Beach Vice President, Secretary, October 3, 1996 - ------------------------ Treasurer and Chief A. James Beach Financial Officer (Principal Financial and Accounting Officer) /s/ Anthony Miadich Chairman of the Board of October 3, 1996 - ------------------------ Directors Anthony Miadich
II--2 4
SIGNATURE TITLE DATE --------- ----- ---- /s/ Elwood D. Howse, Jr. Director October 2, 1996 - ------------------------- Elwood D. Howse, Jr. /s/ Paul N. Risinger Director October 8, 1996 - ------------------------- Paul N. Risinger /s/ David E. Stitt Director October 2, 1996 - ------------------------- David E. Stitt
II--3 5 EXHIBIT NUMBER DESCRIPTION 5 Opinion of Graham & James LLP/Riddell Williams P.S. 10 Amendment to Applied Microsystems Corporation 1992 Performance Stock Plan (incorporated by reference from Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, File No. 0-26778). 23.1 Consent of Graham & James LLP/Riddell Williams P.S. (included in Exhibit 5) 23.2 Consent of Ernst & Young LLP, Independent Auditors 24 Powers of Attorney (included on signature pages) EX-5 2 OPINION OF GRAHAM & JAMES 1 GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S. [GRAPHIC OMITTED] The Pacific Northwest October 23, 1996 Practice of Graham & James LLP, A California Registered Limited Liability Partnership Exhibit 5 and 23.1 Including Professional Corporations Applied Microsystems Corporation ATTORNEYS 5020 - 148th Avenue N.E. 1001 Fourth Avenue Plaza Redmond, Washington 98073-9702 Suite 4500 Seattle, WA RE: FORM S-8 REGISTRATION STATEMENT 98154-1065 Tel (206) 624 3600 Ladies and Gentlemen: Fax (206) 389 1708 We have acted as counsel to you (the "Company") Direct tel in connection with the preparation of a Registration Statement on Form S-8 (the GRAHAM & JAMES LLP "Registration Statement") under the Securities Los Angeles Act of 1933, as amended (the "Act"), which the Newport Beach Company will file with the Securities and New York Exchange Commission, with respect to an aggregate Palo Alto of 250,000 shares of Common Stock of the Company Sacramento (the "Shares") issuable upon exercise of options San Francisco granted or to be granted under the Company's 1992 Seattle Performance Stock Plan (the "Plan"). Washington, DC Beijing We have examined the Registration Statement and Tokyo such other documents and records as we have Dusseldorf deemed relevant and necessary for the purpose of London this opinion. Milan Based upon and subject to the foregoing, we are DEACONS GRAHAM of the opinion that the Shares issuable upon & JAMES exercise of options granted or to be granted Bangkok under the Plan will, upon due execution by the Hanoi Company and the registration by its registrars of Ho Chi Minh City the certificates for the Shares and issuance Hong Kong thereof by the Company and receipt by the Company Jakarta of the consideration therefor in accordance with Taipei the terms of the Plan, be validly issued, fully Brisbane paid and nonassessable. Canberra Melbourne We hereby consent to the filing of this opinion Perth as an exhibit to the Registration Statement. In Sydney giving such consent, we do not admit that we are AFFILIATED OFFICES in the category of persons whose consent is Berlin required under Section 7 of the Act. Brussels Bucharest Very truly yours, Frankfurt Hamburg /s/ Benjamin F. Stephens Leipzig Munich Benjamin F. Stephens Prague of Mexico City GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S. Jeddah Kuwait Riyadh EX-23.2 3 CONSENT OF ERNST & YOUNG LLP 1 Exhibit 23.2 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the registration of 250,000 shares of common stock for the Applied Microsystems Corporation 1992 Performance Stock Plan of our report dated February 6, 1996, with respect to the consolidated financial statements and schedule of Applied Microsystems Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1995 filed with the Securities and Exchange Commission. Seattle, Washington October 21, 1996 -----END PRIVACY-ENHANCED MESSAGE-----