-----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, KPa9hIHIQuYJgeH6vGow2QB9RqSXfDBoy3U3X0EOTEnU5iyt/rG8NNpgLj+Y02xy 7et9kKdFESIQ7oqkdZT1mA== /in/edgar/work/0000899733-00-500048/0000899733-00-500048.txt : 20001117 0000899733-00-500048.hdr.sgml : 20001117 ACCESSION NUMBER: 0000899733-00-500048 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001116 EFFECTIVENESS DATE: 20001116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EFTC CORP/ CENTRAL INDEX KEY: 0000916797 STANDARD INDUSTRIAL CLASSIFICATION: [3672 ] IRS NUMBER: 840854616 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-50044 FILM NUMBER: 771274 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 0001.txt EFTC 2000 OPTION PLAN S-8 As filed with the Securities and Exchange Commission on November 16, 2000 Registration No. 333-__________ ===================================================================== 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 (IRS Employer incorporation or organization) Identification Number) 2501 W. Grandview Road Phoenix, Arizona 85023 (602) 789-6200 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) 2000 STOCK OPTION PLAN OF EFTC CORPORATION (Full title of the plan) ------------------- James K. Bass Chief Executive Officer EFTC Corporation 2501 W. Grandview Road Phoenix, Arizona 85023 (602) 789-6200 (Name, address, and telephone number, including area code, of agent for service) ------------------- With Copies to: Mashenka Lundberg, Esq. Holme Roberts & Owen LLP 1700 Lincoln Street, Suite 4100 Denver, Colorado 80203 (303) 861-7000 -------------------
CALCULATION OF REGISTRATION FEE ================================================================================ PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE TO BE PRICE PER OFFERING REGISTRATION REGISTERED REGISTERED SHARE (2) PRICE (2) FEE - ---------- ------------ ---------- ----------- ------------ Common Stock 5,000,000 Shares (1) $1.53125 $7,388,281.25 (1) $2053.94 (1) - -------------------------------------------------------------------------------- TOTAL 5,000,000 Shares (1) $1.53125 $7,388,281.25 (1) $2053.94 (1) ================================================================================
(1) The Registrant previously filed a Registration Statement on Form S-3 (File number 333-52137) on May 8, 1998 (the "1998 Registration Statement") covering 5,750,000 shares of the Registrant's common stock, of which 2,750,000 shares were not issued (the "Unissued Shares"). The Registrant paid a fee of $13,207.98 to register the Unissued Shares. Subsequently, the Registrant filed a Registrant Statement on Form S-8 (File number 333-77087) on April 27, 1999 which carried forward 2,575,000 of the Unissued Shares. Pursuant to General Instruction E to Form S-8 and to Rule 429(b), the remaining 175,000 Unissued Shares are being carried forward from the 1998 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. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. The registration fee has been calculated based upon the average of the high and low prices of the Company's Common Stock as reported on the Nasdaq National Market on November 13, 2000, which was $1.53125. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1999, as amended by Form 10-K/A filed with the Commission on May 1, 2000. (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000. (3) The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. (4) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. (5) The Company's Current Report on Form 8-K filed on April 3, 2000. (6) The Company's Current Report on Form 8-K filed on September 6, 2000. (7) The description of the Company's Common Stock 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 pursuant to Section 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 by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article Five of the Company's Articles of Incorporation and Article VI of the Company's Bylaws require the Company to indemnify, to the fullest extent authorized by applicable law, any person who is or is threatened to be made a party to any civil, criminal, administrative, arbitrative or investigative proceeding instituted or threatened by reason of the fact that he is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan. Article Four of the Company's Articles of Incorporation provides that, to the fullest extent permitted by the Colorado Corporation Code or any successor statute, directors of the Company shall not be liable to the Company or any of its shareholders for monetary damages caused by a breach of a fiduciary duty by such director. Sections 7-109-102 and 103 of the Colorado Business Corporation Act ("CBCA") authorize the indemnification of directors and officers against liability incurred by reason of being a director or officer and against expenses (including attorney's fees) judgments, fines and amounts paid in settlement and reasonably incurred in connection with any action seeking to establish such liability, in the case of third-party claims, if the officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and in the case of actions by or in the right of the corporation, if the officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation and if such officer or director shall not have been adjudged liable to the corporation, unless a court otherwise determines. Indemnification is also authorized with respect to any criminal action or proceeding where the officer or director also had no reasonable cause to believe his conduct was unlawful. The above discussion of the Company's Articles of Incorporation, Bylaws and the CBCA is only a summary and is qualified in its entirety by the full text of the foregoing. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS 4.1 Amended and Restated Articles of Incorporation. (1) 4.2 Amended and Restated Bylaws. (1) 5.1 Legality Opinion of Holme Roberts & Owen LLP. * 23.1 Consent of KPMG LLP, Denver, Colorado.* 23.2 Consent of Holme Roberts & Owen LLP is contained in its legality opinion as Exhibit 5.1. 24.1 Powers of Attorney* - ----------------- * Filed herewith. (1) Incorporated by Reference to the Company's Registration Statement on Form SB-2 (File number 333-73392-D) filed on December 23, 1993. ITEM 9 UNDERTAKINGS (a) Rule 415 Offerings. ------------------ The undersigned Company 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; (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% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 paragraphs (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 Company 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 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) Filings incorporating subsequent Exchange Act documents by reference. 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. (c) Request for acceleration of effective date or filing of registration statement on Form S-8. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 payment by the Company 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 Company 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. 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 Phoenix, State of Arizona, on this 16th day of November, 2000. EFTC CORPORATION, a Colorado corporation By: /s/ James K. Bass ---------------------------- James K. Bass Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title / Position Held Date Chief Executive Officer and November 16, 2000 /s/ James K. Bass Director (Principal Executive Officer) - --------------------------------- James K. Bass * Chairman of the Board November 16, 2000 - --------------------------- Jack Calderon * Chief Financial Officer November 16, 2000 - --------------------------- Peter W. Harper (Principal Financial Officer) * Treasurer November 16, 2000 - --------------------------- James A. Doran (Principal Accounting Officer) * Director November 16, 2000 - --------------------------- Allen S. Braswell, Jr. * Director November 16, 2000 - --------------------------- Jeffrey W. Goettman * Director November 16, 2000 - --------------------------- Douglas P. McCormick * Director November 16, 2000 - --------------------------- Jose S. Medeiros * Director November 16, 2000 - --------------------------- Richard L. Monfort * Director November 16, 2000 - --------------------------- John C. Walker
- ---------------------------- * By: /s/ James K. Bass -------------------- James K. Bass, as attorney in fact EXHIBIT INDEX Exhibit Number Description Page 5.1 Legality Opinion of Holme Roberts & Owen LLP. 6 23.1 Consent of KPMG LLP. 7 23.2 Consent of Holme Roberts & Owen is included in Exhibit 5.1. * 24.1 Powers of Attorney. 8 EX-5.1 2 0002.txt HOLME ROBERTS & OWEN LLP OPINION Exhibit 5.1 November 16, 2000 Board of Directors of EFTC Corporation 2501 W. Grandview Road Phoenix, Arizona 85023 Re: Form S-8 Registration Statement for 2000 Stock Option Plan of EFTC Corporation Dear Ladies and Gentlemen: 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 November 16, 2000, of its registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act") covering 5,000,000 shares of its common stock par value $0.01 per share (the "Common Stock") which may be acquired through participation in the 2000 Stock Option Plan of EFTC Corporation ("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 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 matters other than those expressly set forth in this letter. Very truly yours, HOLME ROBERTS & OWEN LLP By: /s/ Mashenka Lundberg Mashenka Lundberg Partner EX-23.1 3 0003.txt KPMG LLP CONSENT Exhibit 23.1 Consent of Independent Auditors To the Board of Directors EFTC Corporation We consent to the incorporation by reference in the registration statement on Form S-8 of EFTC Corporation and subsidiaries of our report dated April 4, 2000, relating to the consolidated balance sheets of EFTC Corporation and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, and our report dated April 4, 2000, on the related financial statement schedule, which reports appears in the Annual Report on Form 10-K/A of EFTC Corporation and subsidiaries for the year ended December 31, 1999. KPMG LLP Denver, Colorado November 15, 2000 EX-24.1 4 0004.txt POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below appoints James K. Bass and Peter W. Harper, and each of them, his or her attorneys-in-fact, with full power of substitution, for him or her in any and all capacities, to sign a registration statement to be filed with the Securities and Exchange Commission (the "Commission") on Form S-8 in connection with the offering by EFTC Corporation (formerly named "Electronic Fab Technology, Corp."), a Colorado corporation (the "Company"), with respect to the registration of 5,000,000 shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), for issuance pursuant to the Company's 2000 Stock Option Plan, and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the 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 be done by virtue hereof. Date: November 16, 2000 /s/ James K. Bass ----------------------------------- James K. Bass Date: November 16, 2000 /s/ Jack Calderon ----------------------------------- Jack Calderon Date: November 16, 2000 /s/ Peter W. Harper ----------------------------------- Peter W. Harper Date: November 16, 2000 /s/ James A. Doran ----------------------------------- James A. Doran Date: November 16, 2000 /s/ Allen S. Braswell, Jr. ----------------------------------- Allen S. Braswell, Jr. Date: November 16, 2000 /s/ Jeffrey W. Goettman ----------------------------------- Jeffrey W. Goettman Date: November 16, 2000 /s/ Douglas P. McCormick ----------------------------------- Douglas P. McCormick Date: November 16, 2000 /s/ Jose S. Medeiros ----------------------------------- Jose S. Medeiros Date: November 16, 2000 /s/ Richard L. Monfort ----------------------------------- Richard L. Monfort Date: November 16, 2000 /s/ John C. Walker ----------------------------------- John C. 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