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As filed with the Securities and Exchange Commission on January 25, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ALLIED MOTION TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in its Charter)
| Colorado | 84-0518115 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
23 Inverness Way East, Suite 150
Englewood, Colorado 80112
(Address of Principal Executive Offices, including Zip Code)
Allied Motion Technologies Inc. Year 2000 Stock Incentive Plan, as amended
(Full Title of the Plan)
Richard D. Smith, Chief Executive Officer
Allied Motion Technologies Inc.
23 Inverness Way East, Suite 150
Englewood, Colorado 80112
(Name and Address of Agent for Service)
(303) 799-8200
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
James J. Tanous, Esq.
Jaeckle Fleischmann & Mugel, LLP
12 Fountain Plaza
Buffalo, New York 14202
(716) 856-0600
CALCULATION OF REGISTRATION FEE
| Title of Securities To Be Registered |
Amount To Be Registered |
Proposed Maximum Offering Price Per Share(1) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee(1) |
||||
|---|---|---|---|---|---|---|---|---|
| Common Stock, no par value | 400,000 | $7.00 | $2,800,000.00 | $329.56 | ||||
- (1)
- Determined in accordance with Rule 457(h)(1) and 457(c) under the Securities Act of 1933 based on the average of the high and low reported sales prices on January 21, 2005.
REGISTRATION OF ADDITIONAL SECURITIES
Allied Motion Technologies Inc. (the "Company") filed with the Securities and Exchange Commission a registration statement on Form S-8 (File No. 333-55344) relating to shares of the Company's common stock, no par value per share ("Common Stock") to be offered and sold under the Allied Motion Technologies Inc. Year 2000 Stock Incentive Plan, as amended (the "Plan"). The content of such prior registration statement is incorporated by reference in this registration statement. The Company is hereby registering an additional 400,000 shares of Common Stock issuable under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference into this registration statement the following documents filed by it with the Securities and Exchange Commission:
- •
- The
Company's Annual Report on Form 10-K for the year ended December 31, 2003.
- •
- The
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004.
- •
- The Company's Current Reports on Form 8-K dated December 8, 2004, September 16, 2004, August 26, 2004, May 17, 2004 and February 11, 2004.
In addition, all documents which the Company files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of the filing of such documents.
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Englewood, State of Colorado, on January 24, 2005.
ALLIED MOTION TECHNOLOGIES INC. |
||||
By: |
/s/ RICHARD D. SMITH Richard D. Smith Chief Executive Officer and Chief Financial Officer |
|||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eugene E. Prince and Richard D. Smith, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this 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, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement and the foregoing Powers of Attorney have been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ EUGENE E. PRINCE Eugene E. Prince |
Director and Chairman of the Board | January 24, 2005 | ||
/s/ RICHARD D. SMITH Richard D. Smith |
Director, Chief Executive Officer and Chief Financial Officer |
January 24, 2005 |
||
/s/ DELWIN D. HOCK Delwin D. Hock |
Director |
January 24, 2005 |
||
/s/ GRAYDON D. HUBBARD Graydon D. Hubbard |
Director |
January 24, 2005 |
/s/ GEORGE PILMANIS George Pilmanis |
Director |
January 24, 2005 |
||
/s/ MICHEL ROBERT Michel Robert |
Director |
January 24, 2005 |
| Exhibit Number |
Description |
|
|---|---|---|
| 5 | Opinion of Jaeckle Fleischmann & Mugel, LLP as to the legality of the securities being registered (filed herewith). | |
23.1 |
Consent of KPMG LLP (filed herewith). |
|
23.2 |
Consent of Jaeckle Fleischmann & Mugel, LLP (included in Exhibit 5). |
|
24 |
Power of Attorney (included on signature page). |
REGISTRATION OF ADDITIONAL SECURITIES
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
EXHIBIT INDEX
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[JAECKLE FLEISCHMANN & MUGEL, LLP LETTERHEAD]
January 24, 2005
Allied
Motion Technologies Inc.
23 Inverness Way East, Suite 150
Englewood, Colorado 80112
Attn: Board of Directors
- Re:
- Registration Statement on Form S-8
Allied Motion Technologies Inc.
Year 2000 Stock Incentive Plan
Gentlemen:
We have acted as special counsel for Allied Motion Technologies Inc. (the "Company") in connection with the preparation, execution and filing of a Registration Statement under the Securities Act of 1933 (the "Act") on Form S-8 relating to the registration of an additional 400,000 shares of Allied Motion Technologies Inc. Common Stock, no par value ("Common Stock"), which may be purchased by participants in the Allied Motion Technologies Inc. Year 2000 Stock Incentive Plan, as amended (the "Plan").
In connection with the opinion expressed below, we have made such factual inquiries and have examined or caused to be examined such questions of law as we have considered necessary or appropriate for the purpose of such opinion. On the basis of such inquiries and examinations, it is our opinion that any newly issued shares of Common Stock purchased from the Company pursuant to the Plan, when paid for as contemplated by the Plan, will be duly authorized, validly issued, fully paid and non-assessable.
In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules of the Securities and Exchange Commission thereunder. We consent to the filing of this opinion as an exhibit to the Registration Statement referred to above.
| Very truly yours, | ||
/s/ JAECKLE FLEISCHMANN & MUGEL, LLP |
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The
Board of Directors of
Allied Motion Technologies Inc. and Subsidiaries:
We consent to the use of our report dated February 19, 2004 with respect to the consolidated balance sheets of Allied Motion Technologies Inc. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, stockholders' investment and comprehensive income, and cash flows for the year ended December 31, 2003, the six-month period ended December 31, 2002, and for each of the years in the two-year period ended June 30, 2002, incorporated herein by reference.
Our report refers to the adoption of Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets, effective July 1, 2002.
Denver,
Colorado
January 24, 2005
| /s/ KPMG LLP |
Consent of Independent Registered Public Accounting Firm