As filed with the Securities and Exchange Commission on September 22, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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TTM TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Washington 91-1033443
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
17550 N.E. 67th Court
Redmond, Washington 98052
(425) 883-7575
(Address of Principal Executive Offices)
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AMENDED AND RESTATED MANAGEMENT STOCK OPTION PLAN
2000 EQUITY COMPENSATION PLAN
(Full title of the plan)
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Stacey M. Peterson
Chief Financial Officer
17550 N.E. 67th Court
Redmond, Washington 98052
(425) 883-7575
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Per Aggregate Amount of
Registered Registered (1) Share Offering Price Registration Fee
Common Stock, no par 2,572,458 $ 2.63 (2) $ 6,765,565 (2) $ 1,786
value 38,000 $ 7.04 (2) $ 267,520 (2) $ 71
363,356 $ 16.00 (2) $ 5,813,696 (2) $ 1,535
6,226,186 $ 21.88 (3) $136,228,950 (3) $ 35,964
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Total 9,200,000 Total $149,075,731 Total $ 39,356
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(1) Includes an aggregate of 5,600,000 shares of the Registrant's Common Stock,
no par value (the "Common Stock"), under the Amended and Restated
Management Stock Option Plan and 3,600,000 shares of Common Stock under the
2000 Equity Compensation Plan(collectively, the "Plans"). In addition, this
Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Plans being registered pursuant to
this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended (the "Securities Act") the Proposed Maximum Offering Price Per
Share and the Proposed Maximum Aggregate Offering Price for a total of
2,973,814 shares of Common Stock subject to currently outstanding stock
options are based on the per share exercise price of the stock options.
(3) In accordance with Rules 457(c) and 457(h) under the Securities Act, the
Proposed Maximum Offering Price Per Share and the Proposed Maximum
Aggregate Offering Price for 6,226,186 shares of common stock available for
future awards under the Plans are estimated based on the average of the
high and low prices of the Common Stock reported on the Nasdaq National
Market on September 21, 2000.
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the "Note" to Part I of Form S-8.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's Prospectus filed on September 20, 2000
pursuant to Rule 424(b) under the Securities Act, which contains
audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed.
(b) The description of the Registrant's Common Stock contained
in the Registrant's registration statement on Form 8-A filed with the
Commission under Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act") on August 7, 2000, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
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 part hereof from the date of filing 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.
Sections 23B.08.500 through 23B.08.600 of the Washington
Business Corporation Act (the "WBCA") authorize a corporation to indemnify its
directors, officers, employees and agents against certain liabilities they may
incur in such capacities, including liabilities under the Securities Act of
1933, as amended (the "Securities Act"), provided they acted in good faith and
in a manner reasonably believed to be in or not opposed to the best interests of
the corporation. The Registrant's Amended and Restated Articles of Incorporation
and Bylaws require the Registrant to indemnify its officers and directors to the
fullest extent permitted by Washington law.
Section 23B.08.320 of the WBCA authorizes a corporation to
limit or eliminate a director's liability to the corporation or its shareholders
for monetary damages for breaches of
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fiduciary duties, other than for (1) acts or omissions that involve intentional
misconduct or a knowing violation of law, (2) unlawful distributions to
shareholders, or (3) transactions from which a director derives an improper
personal benefit. The Registrant's Amended and Restated Articles of
Incorporation contain provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the registrant
and its shareholders.
In addition, the Registrant intends to enter into separate
indemnification agreements with its directors and certain executive officers
and key employees. The indemnification agreements provide these executive
officers, directors and key employees with indemnification against liabilities
that arise because of their status or service to the maximum extent permitted by
the WBCA. These agreements could require the Registrant to advance expenses to
these individuals incurred as a result of any proceeding against them as to
which they could be indemnified.
The Registrant also intends to obtain a policy of directors'
and officers' liability insurance that insures the Registrant's directors and
officers against the cost of defense, settlement or payment of a judgment under
certain circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See attached exhibit list.
Item 9. Undertakings.
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 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.
(2) that, for the purposes of determining any liability under
the Securities Act, 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.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
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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.
Insofar as the indemnification for liabilities arising under
the Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 a successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the question has already been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
[Signature Pages Follow]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant, TTM Technologies, Inc., a corporation organized and
existing under the laws of the State of Washington, 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 Redmond,
State of Washington, on the 22 day of September, 2000.
TTM Technologies, Inc.
(Registrant)
By: /s/ Stacey M. Peterson
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Stacey M. Peterson
Chief Financial Officer and Treasurer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stacey M. Peterson and Kenton
K. Alder, jointly and severally, his or her attorneys-in-fact and agents, each
with the power of substitution and resubstitution, for him or her and in his or
her name, place or stead, in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8, and to file such
amendments, together with exhibits and other documents in connection therewith,
with the Securities and Exchange Commission, granting to each attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as
he or she might or could do in person, and ratifying and confirming all that the
attorneys-in-fact and agents, or his or her substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following in
the capacities indicated as of this 22 day of September, 2000.
SIGNATURE TITLE
/s/ Kenton K. Alder President, Chief Executive Officer and Director
- ---------------------------- (Principal Executive Officer)
Kenton K. Alder
/s/ Stacey M. Peterson Chief Financial Officer and Secretary
- ---------------------------- (Principal Financial and Accounting Officer)
Stacey M. Peterson
/s/ Jeffrey W. Goettman Chairman of the Board
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Jeffrey W. Goettman
/s/ Michael E. Moran Vice-Chairman of the Board
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Michael E. Moran
/s/ Philip M. Carpenter III Director
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Philip M. Carpenter III
/s/ Douglas P. McCormick Director
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Douglas P. McCormick
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Exhibit Index
Exhibit No. Description of Document
4.1 Registrant's Amended and Restated Articles of Incorporation (previously filed as exhibit number
3.3 to the Registrant's registration statement on Form S-1 (file number 333-39906) on September 20, 2000
and incorporated herein by reference).
4.2 Registrant's Amended and Restated By-laws (previously filed as exhibit number 3.4 to the
Registrant's registration statement on Form S-1 (file number 333-39906) on September 20, 2000 and
incorporated herein by reference).
4.3 Amended and Restated Management Stock Option Plan (previously filed as exhibit number 10.13 to the
Registrant's registration statement on Form S-1 (file number 333-39906) on August 4, 2000 and
incorporated herein by reference).
4.4 2000 Equity Compensation Plan (previously filed as exhibit number 10.15 the Registrant's
registration statement on Form S-1 (file number 333-39906) (on September 20, 2000 and incorporated
herein by reference).
5. Opinion of Karr Tuttle Campbell, P.S., as to the legality of the shares.
23.1 Consent of Arthur Andersen LLP, independent auditors.
23.2 Consent of Ernst & Young LLP, independent auditors, regarding Power Circuits, Inc.
23.3 Consent of Karr Tuttle Campbell, P.S. (contained in Exhibit 5).
23.4 Consent of Simon Dadoun & Co., P.S.
24 Powers of Attorney (included on signature page).