sv8
 

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Advanced Energy Industries, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware   84-0846841
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
1625 Sharp Point Drive, Fort Collins, Colorado 80525
(Address, including zip code, of principal executive offices)
Employee Stock Purchase Plan
(Full title of the plan)
 
Michael El-Hillow
Executive Vice President and Chief Financial Officer
Advanced Energy Industries, Inc.
1625 Sharp Point Drive
Fort Collins, Colorado 80525

(Name and address of agent for service)
With a copy to:
Carissa C. W. Coze
Hogan & Hartson LLP
1999 Avenue of the Stars, Suite 1400
Los Angeles, CA 90067
 
970-221-4670
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
                                             
 
                  Proposed maximum       Proposed maximum            
  Title of securities to be     Amount to be       offering price       aggregate offering       Amount of    
  registered     registered (1)       per share (2)       price (2)       registration fee    
 
Common Stock,
                                         
 
$0.001 par value
      100,000       $ 12.30       $ 1,230,000       $ 144.77    
 
(1)   Also includes any additional shares of common stock that may become issuable under the registrant’s Employee Stock Purchase Plan as a result of the anti-dilution and adjustment provisions of the plan.
 
(2)   Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933. The above calculation is based on the average of the reported high and low prices of the Common Stock on the Nasdaq National Market on November 16, 2005.
 
 

 


 

Statement Regarding Contents of Earlier Registration Statement
     We filed a registration statement on Form S-8 on May 20, 1996 (File No. 333-04073) to register 200,000 shares of our common stock issuable under the Advanced Energy Industries, Inc. Employee Stock Purchase Plan (the“Plan”). The contents of the May 20, 1996 registration statement, except for Item 8 of Part II, are incorporated by reference in this registration statement. On May 19, 2003 we filed a registration statement on Form S-8 (File No. 333-105367) to register an additional 200,000 shares of our common stock issuable under the Plan as the result of an amendment to the Plan increasing the number of shares issuable thereunder to 400,000. The contents of the May 19, 2003 registration statement, except for Item 8 of Part II, are incorporated by reference in this registration statement. This registration statement on Form S-8 is being filed to register an additional 100,000 shares of our common stock issuable under the Plan as the result of an amendment to the plan increasing the number of shares issuable thereunder to 500,000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
     
Exhibit Number   Description
4.1
  Restated Certificate of Incorporation, as amended (1)
 
   
4.2
  Bylaws (2)
 
   
5
  Opinion of Hogan & Hartson, LLP
 
   
23.1
  Consent of Grant Thornton LLP
 
   
23.2
  Consent of KPMG LLP
 
   
23.3
  Consent of Hogan & Hartson, LLP (3)
 
   
24
  Power of Attorney (4)
 
(1)   Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, filed August 13, 2001 (File No. 000-26966).
 
(2)   Incorporated by reference from our registration statement on Form S-1, filed September 20, 1995, as amended (File No. 33-97188).
 
(3)   Included in Exhibit 5.
 
(4)   Included on the signature pages to this registration statement.

 


 

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 Fort Collins, State of Colorado, on the 18th day of November, 2005.
         
    Advanced Energy Industries, Inc.
 
       
 
  By:   /s/ Michael El-Hillow
 
       
 
      Michael El-Hillow
 
      Executive Vice President and Chief
 
      Financial Officer

 


 

POWER OF ATTORNEY
     Each person whose signature appears below hereby appoints Hans-Georg Betz and Michael El-Hillow, and each of them severally, acting alone and without the other, his true and lawful attorney-in-fact with authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration statement necessary or advisable to enable the registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such changes in this registration statement as the aforesaid attorney-in-fact deems appropriate.
     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.
         
Dated: November 18, 2005
      /s/ Hans-Georg Betz
 
       
 
      Hans-Georg Betz
 
      President and Chief Executive Officer and
 
      Director
 
      (Principal Executive Officer)
 
       
Dated: November 18, 2005
      /s/ Michael El-Hillow
 
       
 
      Michael El-Hillow
 
      Executive Vice President and Chief
 
      Financial Officer
 
      (Principal Financial Officer)
 
       
Dated: November 18, 2005
       
 
       
 
      Douglas Schatz
 
      Chairman of the Board
 
       
Dated: November 18, 2005
      /s/ Richard P. Beck
 
       
 
      Richard P. Beck
 
      Director
 
       
Dated: November 18, 2005
      /s/ Joseph R. Bronson
 
       
 
      Joseph R. Bronson
 
      Director
 
       
Dated: November 18, 2005
      /s/ Barry Z. Posner
 
       
 
      Barry Z. Posner
 
      Director
 
       
Dated: November 18, 2005
      /s/ Elwood Spedden
 
       
 
      Elwood Spedden
 
      Director

 


 

EXHIBIT INDEX
     
Exhibit Number   Description
4.1
  Restated Certificate of Incorporation, as amended (1)
 
   
4.2
  Bylaws (2)
 
   
5
  Opinion of Hogan & Hartson LLP
 
   
23.1
  Consent of Grant Thornton LLP
 
   
23.2
  Consent of KPMG LLP
 
   
23.3
  Consent of Hogan & Hartson LLP (3)
 
   
24
  Power of Attorney (4)
 
(1)   Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, filed August 13, 2001 (File No. 000-26966).
 
(2)   Incorporated by reference from our registration statement on Form S-1, filed September 20, 1995, as amended (File No. 33-97188).
 
(3)   Included in Exhibit 5.
 
(4)   Included on the signature pages to this registration statement.