-----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, KC+b50M1f0xYfNTjWPGR4bP2qBUYLgwQ5I2JlgPdaszbosgmGVroRy9pXvavq9gm C5nVRdj4R34yhHsFTnKHmg== 0000950123-96-004773.txt : 19960830 0000950123-96-004773.hdr.sgml : 19960830 ACCESSION NUMBER: 0000950123-96-004773 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960829 EFFECTIVENESS DATE: 19960917 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DII GROUP INC CENTRAL INDEX KEY: 0000899047 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 841224426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11001 FILM NUMBER: 96622656 BUSINESS ADDRESS: STREET 1: 6273 MONARCH PARK PLACE CITY: NIWOT STATE: CO ZIP: 80503 BUSINESS PHONE: 3036522221 FORMER COMPANY: FORMER CONFORMED NAME: DOVATRON INTERNATIONAL INC DATE OF NAME CHANGE: 19930319 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1996 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE DII GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 84-1224426 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.) OF INCORPORATION OR ORGANIZATION) 6273 MONARCH PARK PLACE, SUITE 200 80503 NIWOT, COLORADO (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) THE DII GROUP, INC. NON-EMPLOYEE DIRECTORS' STOCK COMPENSATION PLAN (FULL TITLE OF THE PLAN) CARL R. VERTUCA, JR. THE DII GROUP, INC. 6273 MONARCH PARK PLACE, SUITE 200 NIWOT, COLORADO 80503 (NAME AND ADDRESS OF AGENT FOR SERVICE) TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (303) 652-2221 CALCULATION OF REGISTRATION FEE
============================================================================================================================= Proposed Proposed Maximum Maximum Title of Securities to be Amount to be Offering Price Aggregate Amount of Registered Registered Per Share(1) Offering Price(1) Registration Fee - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value(2)... 30,000 Shares $29.81 $894,300 $308.38 =============================================================================================================================
(1) Estimated solely for the purpose of computing the registration fee, based on the average of the high and low prices for the Common Stock as reported on the Nasdaq National Market System on August 26, 1996. (2) Including associated Series A Junior Participating Preferred Stock Purchase Rights attached thereto. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 0-21374). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the registrant document referred to in (a) above. (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 10 (File No. 0-21374), as amended. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 shall be deemed to be a part hereof, from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. -2- 3 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), the Restated Certificate of Incorporation of the Company eliminates the liability of the Company's directors to the Company or its stockholders, except for liabilities related to breach of duty of loyalty, actions not in good faith and certain other liabilities. Section 145 of the DGCL provides that a corporation may indemnify any person, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, for criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director actually or reasonably incurred. The Restated Bylaws of the Company provide for indemnification of the officers and directors to the fullest extent permitted by the DGCL. In addition, the Company maintains officers' and directors' liability insurance which insures against liabilities that officers and directors of the Company may incur in such capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Index to Exhibits. ITEM 9. 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 of 1933; -3- 4 (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; (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 paragraph (a)(1(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. -4- 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Niwot, State of Colorado, on the 28th day of August, 1996. The DII Group, Inc. By:/s/ Carl R. Vertuca, Jr. --------------------------------------- Name: Carl R. Vertuca, Jr. Title: Senior Vice President and Chief Financial Officer 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/ Ronald R. Budacz Chairman and Chief Executive August 28, 1996 - ----------------------------- Ronald R. Budacz Officer /s/ Carl R. Vertuca, Jr. Director, Senior Vice President August 28, 1996 - ----------------------------- Carl R. Vertuca, Jr. and Chief Financial Officer (Principal Financial Officer) /s/ Thomas J. Smach Vice President-Finance and August 28, 1996 - ----------------------------- Thomas J. Smach Controller /s/ Robert L. Brueck Director August 28, 1996 - ----------------------------- Robert L. Brueck /s/ Lewis E. Burns Director August 28, 1996 - ----------------------------- Lewis E. Burns - ----------------------------- Director August __, 1996 Gary P. Kennedy /s/ Gary L. Roubos Director August 28, 1996 - ----------------------------- Gary L. Roubos /s/ Gerard T. Wrixon Director August 28, 1996 - ----------------------------- Gerard T. Wrixon, Msc. Phd. /s/ Alexander W. Young Director August 28, 1996 - ----------------------------- Alexander W. Young
-5- 6 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------ ----------------------- 5 Opinion of Curtis, Mallet-Prevost, Colt & Mosle 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Deloitte & Touche 23.3 Consent of Curtis, Mallet-Prevost, Colt & Mosle (included in Exhibit 5) -6- EX-5 2 OPINION OF CURTIS, MALLET-PREVOST, COLT & MOSLE 1 EXHIBIT 5 CURTIS, MALLET-PREVOST, COLT & MOSLE August 28, 1996 The DII Group, Inc. 6273 Monarch Park Place Suite 200 Niwot, Colorado 80503 Gentlemen: We have acted as special counsel for The DII Group, Inc., a Delaware corporation (the "Company"), with respect to the proposed registration and sale by the Company of up to 30,000 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), issuable under the Company's Non-Employee Directors' Stock Compensation Plan (the "Plan") and covered by a Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In connection herewith, we have examined the Restated Certificate of Incorporation, the Restated By-laws and minute books of the Company, the Registration Statement and all exhibits thereto, and such other documents as we have considered necessary. Based upon such examination, it is our opinion that the shares of Common Stock proposed to be issued by the Company, when issued pursuant to the Plan and the resolutions of the Board of Directors of the Company authorizing the same, will be legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. 2 The DII Group, Inc. Page 2 August 28, 1996 We are giving this opinion to the Company, and no person other than the Company may rely upon it. Very truly yours, /s/ Curtis, Mallet-Prevost, Colt & Mosle ---------------------------------------- Curtis, Mallet-Prevost, Colt & Mosle EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP 1 Exhibit 23.1 Independent Auditors' Consent The Board of Directors The DII Group, Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of The DII Group, Inc. of our reports dated January 30, 1996, relating to the consolidated balance sheets of The DII Group, Inc. and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1995, and the related schedule, which reports appear in the December 31, 1995, annual report on Form 10-K of the DII Group, Inc. /s/ KPMG Peat Marwick LLP ---------------------------- KPMG Peat Marwick LLP Denver, Colorado August 27, 1996 EX-23.2 4 CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.2 CONSENT OF DELOITTE & TOUCHE LLP We consent to the incorporation by reference in this Registration Statement of The DII Group on Form S-8 of our report dated January 31, 1996 on the consolidated financial statements of Orbit Semiconductor, Inc. as of December 31, 1994 and 1995 and for each of the three years in the period ended December 31, 1995, which financial statements appear in Registration Statement No. 333-6789 of The DII Group on Form S-4. /s/ Deloitte & Touche LLP - --------------------------------- DELOITTE & TOUCHE LLP San Jose, California August 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----