As filed with the Securities and Exchange Commission on May 23, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ONLINE POWER SUPPLY, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 84-1176494
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(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification No.)
8100 S. Akron Street, Suite 308, Englewood, Colorado 80112; Tel. 303.741.5641
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(Address, including zip code, and telephone number, including area code,
of small business issuer's principal executive offices)
Kris M. Budinger, 8100 S. Akron Street, Suite 308
Englewood, CO 80112; Tel. 303.741.5641
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to: Stephen E. Rounds, Attorney
The Law Office of Stephen E. Rounds
4635 East 18th Ave., Denver, CO 80220
Tel: 303.377.6997; Fax: 303.377.0231
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Approximate date of commencement and end of proposed sale to the public: As soon
as practicable after the registration statement becomes effective.
If this Form is a post-effective amendment filed pursuant to rule 429c under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to rule 415 under the Securities Act of
1933, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Amount to Offering Proposed Maximum Amount of
Title of Each Class of Securities be Registered Price Per Aggregate Registration
to be Registered in the Offering Security(1) Price(1) Fee
Common Stock 300,000 $5.70 $1,710,000 $427.60
Shares
Total Fee $427.60
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(1) FEE. As allowed by rule 457(h)(1), the fee is based on the weighted
average exercise price (approx. $5.70) of the stock options outstanding
at the filing date, for 30,000 shares of common stock issuable on
exercise of the now outstanding options, all held by non- executive
directors, and the fee rate of $250 per $1,000,000 of securities
registered (underlying shares). BREAKDOWN OF SHARES REGISTERED. This
registration statement covers the 300,000 shares issuable on exercise
of nonqualified options issuable under the Stock Option Plan for
Non-Executive Directors. 30,000 options are now outstanding, none
exercised at filing date. The registrant's Form S-8 registration
statement filed in 2000 covered 10,000 shares of common stock issuable
on exercise of a nonqualified option issued in 2000 to Thomas Glaza,
which option, and underlying shares, are now covered in replacement by
the Stock Option Plan for Non-Executive Directors filed as an exhibit
to this registration statement, and by this registration statement,
respectively.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
OnLine Power Supply, Inc. (the "registrant" or "Company") hereby
incorporates by reference into this registration statement each of the following
documents previously filed with the Securities and Exchange Commission (the
"SEC"):
(1) Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 2001.
(2) Registrant's current reports on Form 8-K filed from February
2000 through May 23, 2001.
(3) Registrant's quarterly report on Form 10-Q filed in April
2000 for the first quarter ended March 31, 2001.
(4) Registrant's registration statement on Form 8-A filed with
the SEC on February 24, 2000 (000-29669), and including any
amendments or reports filed for the purposes of updating the
description of the registrant's common stock.
(5) All reports and definitive proxy or information statements
which are filed under section 13(a) or 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this
registration statement on Form S-8, and before the filing of
a post-effective amendment which indicate that all
securities offered hereby have been sold or which de-
registers all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Form S-8
registration statement and to be a part hereof from the
filing date of such documents. Any such incorporated filing
shall be deemed to modify or supersede for purposes of this
registration statement, similar information in this
registration statement. Any such statement which is so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation (the "Articles") provide that a director
shall not be personally liable to the registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except (I) for any
breach of the duty of loyalty; (II) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violations of laws; (III) for
liability under the Nevada Corporation Act (the "Nevada Act") (for actions
relating to certain unlawful dividends, stock repurchases or redemptions); or
(IV) for any transaction from which the director derived an improper personal
benefit. The Articles provide that the registrant shall indemnify each director
and its officers, employees and agents to the fullest extent provided by the
Nevada Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description Page No.
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4.0 Instruments defining the rights of stockholders.
Reference is made to registrant's Form 8-A
registration statement which is incorporated by
reference (see Item 3 above).
5.1 Opinion of The Law Office of Stephen E. Rounds. 7
23.1 Consent of Ehrhardt Keefe Steiner &
Hottman P.C., independent accountants. 8
23.2 Consent of The Law Office of Stephen E. Rounds. 9
99.1 OnLine Power Supply, Inc. Stock Option Plan for
Non-Executive Directors, including as its exhibit A,
the Form of Stock Option Agreement. 10
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Act");
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(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 thereto) 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.
(2) That, for the purpose of determining any liability under the 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 Stock Option Plan for Non- Executive Directors and/or the expiration of any
nonqualified stock options where the underlying common stock is registered
hereby.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, and
controlling persons of the Company 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 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 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
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all the requirements of filing on this Form S-8 and authorizes this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Englewood, State of Colorado, on May 22, 2001.
OnLine Power Supply, Inc.
/s/ Kris M. Budinger
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Kris M. Budinger,
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities and on the dates stated.
Signature Capacity Date
/s/ Kris M. Budinger Chief Executive Officer, 05/22/01
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Kris M. Budinger Director
/s/ Richard L. Millspaugh Chief Financial Officer 05/22/01
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Richard L. Millspaugh Secretary
/s/ Thomas Glaza Director 05/22/01
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Thomas Glaza
/s/ Ronald W. Mathewson Director 05/22/01
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Ronald W. Mathewson
/s/ Gary R. Fairhead Director 05/22/01
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Gary R. Fairhead
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