SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AUGUST TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Minnesota |
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41- 1729485 |
(State or Other Juris- |
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(I.R.S. Employer |
4900 West 78th Street
Bloomington, Minnesota 55435
(Address of Principal Executive Office and Zip Code)
August Technology Corporation 1997 Stock Incentive Plan
(Full Title of the Plan)
Stanley D. Piekos
Chief Financial Officer
August Technology Corporation
4900 West 78th Street
Bloomington, Minnesota 55435
(952) 820-0080
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Robert K. Ranum, Esq.
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
Title of Securities |
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Amount to be |
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Proposed Maximum |
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Proposed |
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Amount of |
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Common Stock issuable under the 1997 Stock Incentive Plan |
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1,200,000 shares |
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$ |
9.27 |
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$ |
11,124,000 |
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$ |
1,409.41 |
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Total: |
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$ |
1,409.41 |
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(1) In addition, this Registration Statement covers (i) options and other rights to acquire the shares of Common Stock covered by this Registration Statement and, (ii) pursuant to Rule 416 under the Securities Act of 1933, an indeterminate amount of shares, options and other rights to be offered or sold pursuant to the employee benefit plan described herein which may become issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrants Common Stock on August 17, 2004.
The purpose of this Registration Statement is to register additional shares for issuance under the Registrants 1997 Stock Incentive Plan. The contents of the Registrants Registration Statements on Form S-8, Reg. No. 333-45858, Reg. No. 333-67248 and Reg. No. 333-113498, are incorporated herein by reference.
SIGNATURES
The Registrant. 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 Bloomington and State of Minnesota, on the 19th day of August, 2004.
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AUGUST TECHNOLOGY CORPORATION |
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(the Registrant) |
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By |
/s/ Jeff L. ODell |
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Jeff L. ODell, Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints Jeff L. ODell and Stanley D. Piekos his true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement of August Technology Corporation relating to the Companys 1997 Stock Incentive Plan and any or all amendments or post-effective amendments to the Form S-8 Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, 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 to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature |
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Title |
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Date |
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/s/ Jeff L. ODell |
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Chief Executive Officer and Director |
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August 19, 2004 |
Jeff L. ODell |
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(principal executive officer) |
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/s/ Stanley D. Piekos |
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Chief Financial Officer |
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August 19, 2004 |
Stanley D. Piekos |
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(principal financial officer) |
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/s/ Scott A. Gabbard |
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Chief Accounting Officer and Vice |
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August 19, 2004 |
Scott A. Gabbard |
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President, Finance |
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(principal accounting officer) |
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/s/ James A. Bernards |
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Director |
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August 19, 2004 |
James A. Bernards |
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/s/ Roger E. Gower |
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Director |
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August 19, 2004 |
Roger E. Gower |
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/s/ Michael W. Wright |
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Director |
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August 19, 2004 |
Michael W. Wright |
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/s/ Linda Hall Whitman |
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Director |
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August 19, 2004 |
Linda Hall Whitman |
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AUGUST TECHNOLOGY CORPORATION
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit |
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Exhibit Description |
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5.1 |
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Opinion and Consent of counsel re securities under the Plan |
23.1 |
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Consent of counsel (See Exhibit 5.1) |
23.2 |
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Consent of Independent Registered Public Accounting Firm |
24.1 |
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Power of attorney (See Signature Page) |
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