-----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, QuQCqGEFMjCL067qy+wqDgmGTeb8VLJg1HEeNFECap2gKhubK0a/2mGVX+8aDUwO HwfFFj/1XxQvPu3uKOug8g== 0000899733-99-000033.txt : 19990428 0000899733-99-000033.hdr.sgml : 19990428 ACCESSION NUMBER: 0000899733-99-000033 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990427 EFFECTIVENESS DATE: 19990427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EFTC CORP/ CENTRAL INDEX KEY: 0000916797 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 840854616 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-77087 FILM NUMBER: 99601669 BUSINESS ADDRESS: STREET 1: HORIZON TERRACE STREET 2: 9351 GRANT STREET SIXTH FL CITY: DENVER STATE: CO ZIP: 80229 BUSINESS PHONE: 3034518200 MAIL ADDRESS: STREET 1: HORIZON TERRACE STREET 2: 9351 GRANT STREET SIXTH FL CITY: DENVER STATE: CO ZIP: 80229 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC FAB TECHNOLOGY CORP DATE OF NAME CHANGE: 19940103 S-8 1 EFTC 4/27/99 S-8 As Filed With the Securities and Exchange Commission on April 27, 1999 FILE NO. 333- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EFTC CORPORATION (Exact name of registrant as specified in its charter) Colorado 84-0854616 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 9351 Grant Street Denver, Colorado 80229 (303) 451-8200 (Zip Code) (Address of principal executive offices) EFTC CORPORATION EQUITY INCENTIVE PLAN (As amended and restated July 9, 1997 and as further amended June 4, 1998) (Full title of plan) --WITH A COPY TO-- Stuart W. Fuhlendorf Susan L. Oakes, Esq. EFTC Corporation Holme Roberts & Owen LLP 9351 Grant Street 1700 Lincoln Street Denver, Colorado 80229 Suite 4100 (303) 451-8200 Denver, Colorado 80203 (303) 861-7000 (Name and address of agent for service) CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER SHARE PRICE FEE - ------------------------------------------------------------------------------ Common Stock 2,575,000 (1) (1) (1) shares
- ------------ (1) The Registrant previously filed a Registration Statement on Form S-3 (File Number 333-52137) on May 8, 1998 covering 5,750,000 shares of the Company's Common Stock, 2,750,000 shares of which were not issued ("the Unissued Shares"). The Registrant paid a fee of $13,207.98 to register the Unissued Shares. Pursuant to General Instruction E to Form S-8 and to Rule 429(b), 2,575,000 of the Unissued Shares are being carried forward from such earlier Registration Statement and, accordingly, the Registrant has offset the registration fee to be paid herewith by a portion of the fee that was paid by the Registrant on May 8, 1998. 1 Form S-8 Pursuant to General Instruction E This Form S-8 is filed with the Securities and Exchange Commission (the "Commission") pursuant to General Instruction E to Form S-8. The Form S-8 filed with the Commission on April 21, 1994, by EFTC Corporation (the "Registrant" or "Company") (File Number 33-77938), the Form S-8 filed with the Commission on May 17, 1995, by the Company (File Number 033-92418), the Form S-8 filed with the Commission on August 22, 1997, by the Company (File Number 333-34255), and the Form S-8 filed with the Commission on March 13, 1998, by the Company (File Number 333-47943) are hereby incorporated by reference into this Form S-8. All capitalized terms not defined herein shall have the same meaning as set forth in the previously filed Forms S-8 relating to the EFTC Corporation Equity Incentive Plan. The Registrant hereby registers an additional 2,575,000 shares of the Company's Common Stock which may be acquired pursuant to the EFTC Corporation Equity Incentive Plan. The Registrant previously filed a Registration Statement on Form S-3 (File Number 333-52137) on May 8, 1998 covering 5,750,000 shares of the Company's Common Stock, 2,750,000 shares of which were not issued ("the Unissued Shares"). The Registrant paid a fee of $13,207.98 to register the Unissued Shares. Pursuant to General Instruction E to Form S-8 and to Rule 429(b), 2,575,000 of the Unissued Shares are being carried forward from such earlier Registration Statement and, accordingly, the Registrant has offset the registration fee to be paid herewith by a portion of the fee that was paid by the Registrant on May 8, 1998. Item 3. Incorporation of Documents by Reference The following documents filed by the Company with the Commission are hereby incorporated by reference into this Registration Statement: (a) The Registrant's annual report on Form 10-K for the year ended December 31, 1998, filed with the Commission on March 31, 1999 (File Number 000-23332); (b) The Registrant's current report on Form 8-K filed with the Commission on February 25, 1999 (File Number 000-23332); and (c) The description of Common Stock of the Company contained in the Company's Registration Statement on Form S-3 filed with the Commission on May 8, 1998 (File No. 333-52137). All documents subsequently filed by the Company with the Commission 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 be reference in this Registration Statement and to be a part hereof from the date of filing such documents. 2 Item 8. Exhibits 5.1 Legality Opinion of Holme Roberts & Owen LLP 23.1 Consent of KPMG LLP 23.2 Consent of Holme Roberts & Owen is included in Exhibit 5.1 24.1 Power of Attorney. See the signature page hereof. 3 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 Denver, Colorado, on the 17th day of April, 1999. EFTC CORPORATION, By: /s/ Stuart W. Fuhlendorf Stuart W. Fuhlendorf Chief Financial Officer 4 We, the undersigned officers and directors of EFTC Corporation hereby severally constitute and appoint, Jack Calderon and Stuart W. Fulhendorf, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all pre-effective and post-effective amendments to this Registration Statement and any abbreviated Registration Statement in connection with this Registration Statement, including but not limited to any Registration Statement filed to register additional Common Stock which may be acquired pursuant to the EFTC Corporation Equity Incentive Plan; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and to sign all documents in connection with the qualification and sale of the Common Stock with Blue Sky authorities and with the National Association of Securities Dealers, Inc.; granting unto said attorneys-in-fact full power and authority to perform any other act on behalf of the undersigned required to be done in the premises, hereby ratifying and confirming all that said attorneys-in-fact lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Form S-8 has been signed by the following persons in the capacities and on the dates indicated: NAME TITLE DATE /s/ Jack Calderon President; Director April 17, 1999 Jack Calderon (Principal Executive Officer) /s/ Stuart W. Fuhlendorf Chief Financial Officer; April 17, 1999 Stuart W. Fuhlendorf Director (Principal Financial Officer) /s/ Brent L. Hofmeister Controller (Principal April 17, 1999 Brent L. Hofmeister Accounting Officer) /s/ Allan S. Braswell, Jr. Director April 17, 1999 Allan S. Braswell, Jr. /s/ James A. Doran Director April 17, 1999 James A. Doran /s/ Charles Hewitson Director April 17, 1999 Charles Hewitson /s/ Robert McNamara Director April 17, 1999 Robert McNamara 5 /s/ Robert Monaco Director April 17, 1999 Robert Monaco /s/ Richard L. Monfort Director April 17, 1999 Richard L. Monfort /s/ Gerald J. Reid Director April 17, 1999 Gerald J. Reid /s/ Masoud S. Shirazi Director April 17, 1999 Masoud S. Shirazi 6 EXHIBIT INDEX Exhibit Number Description 5.1 Legality Opinion of Holme Roberts & Owen LLP 23.1 Consent of KPMG LLP 23.2 Consent of Holme Roberts & Owen is included in Exhibit 5.1 24.1 Power of Attorney. See the signature page hereof. 7 EX-5.1 2 OPINION OF HOLME ROBERTS & OWEN LLP Exhibit 5.1 Holme Roberts & Owen LLP 1700 Lincoln Street Suite 4100 Denver, CO 80203 April 27, 1999 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Form S-8 Registration Statement for EFTC Corporation Equity Incentive Plan Dear Sir or Madam: Holme Roberts & Owen LLP has acted as counsel to EFTC Corporation (the "Company") in connection with its preparation and filing with the Securities and Exchange Commission (the "Commission") on April 27, 1999, of its registration statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"), ("the Registration Statement") covering an additional 2,575,000 shares of its Common Stock which may be acquired through participation in the EFTC Corporation Equity Incentive Plan ("the Plan"). As counsel for the Company, we have examined such documents and reviewed such questions of law as we have considered necessary or appropriate for the purpose of this opinion. Based on the foregoing, we are of the opinion that the shares of Common Stock, when sold and delivered by the Company pursuant to the Plan, as described in the Registration Statement, will be legally issued, fully paid, and non-assessable. We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the Commission. We do not express an opinion on any matters other that those expressly set forth in this letter. Very truly yours, HOLME ROBERTS & OWEN LLP By: /s/ Susan L. Oakes Susan L. Oakes EX-23.1 3 CONSENT OF KPMG LLP Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS -------------------------------------------- To the Board of Directors EFTC Corporation: We consent to incorporation by reference in this Registration Statement on Form S-8 of EFTC Corporation of our report dated January 26, 1999, except as to note 14, which is as of March 22, 1999, relating to the consolidated balance sheets of EFTC Corporation and subsidiaries as of December 31, 1998 and 1997, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1998, and our report dated January 26, 1999 on the related financial statement schedule, which reports appear in the December 31, 1998 annual report on Form 10-K of EFTC Corporation. /s/ KPMG LLP KPMG LLP Denver, Colorado April 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----