-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PkOrb/6IfJipEiMG5jskykpRibeciF3K/DniEMnau8ZiEpmRnbEluJDEPUilc4Fx pFCOtBBWdOKHXeyevYZbFg== 0000912057-00-016521.txt : 20000407 0000912057-00-016521.hdr.sgml : 20000407 ACCESSION NUMBER: 0000912057-00-016521 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWER ONE INC CENTRAL INDEX KEY: 0001042825 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 770420182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-34174 FILM NUMBER: 595000 BUSINESS ADDRESS: STREET 1: 740 CALLE PLANO CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8059878741 MAIL ADDRESS: STREET 1: 740 CALLE PLANO CITY: CAMARILLO STATE: CA ZIP: 93012 S-3 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2000 REGISTRATION NO. 333-_____ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- POWER-ONE, INC. (Exact name of registrant as specified in its charter) DELAWARE 3679 77-0420182 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.)
740 CALLE PLANO CAMARILLO, CALIFORNIA 93012 (805) 987-8741 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) STEVEN J. GOLDMAN CHAIRMAN AND CHIEF EXECUTIVE OFFICER POWER-ONE, INC. 740 CALLE PLANO CAMARILLO, CALIFORNIA 93012 (805) 987-8741 (Name and address, including zip code, and telephone number, including area code, of agent for service) ----------- COPY TO: KENDALL R. BISHOP, ESQ. O'MELVENY & MYERS LLP 1999 AVENUE OF THE STARS, SUITE 700 LOS ANGELES, CALIFORNIA 90067 (310) 246-6780 ----------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, 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, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ___________________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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 under the Securities Act, please check the following box. / / CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------- AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF TITLE OF SHARES TO BE REGISTERED REGISTERED OFFERING PRICE OFFERING PRICE (1) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------------- Common stock, $0.001 par value 789,760 $54.40625 $42,967,880 $11,344 - -----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, as amended, based upon the average of the high and low prices of the common stock on March 30, 2000, as reported by the Nasdaq National Market. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. SUBJECT TO COMPLETION. DATED APRIL 6, 2000. POWER-ONE, INC. [POWER-ONE LOGO] 789,760 Shares of Common Stock This prospectus relates to of 789,760 shares of common stock of Power-One, Inc., which may be sold from time to time by the stockholders identified in this prospectus. See "Selling Stockholders - Shares Covered by this Prospectus." We have agreed with the selling stockholders to register the shares offered in this prospectus and have agreed to pay certain fees and expenses incident to such registration. The prices at which the selling stockholders may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We will not receive any of the proceeds from the sale of the shares. Our common stock is traded on the Nasdaq National Market under the symbol "PWER." The last reported sales price of our common stock on April 5, 2000 was $ 65.125 per share. ------------ INVESTING IN THE SHARES OF OUR COMMON STOCK INVOLVES RISKS. WE REFER YOU TO THE DISCUSSION OF CERTAIN RISKS THAT PURCHASERS OF OUR COMMON STOCK SHOULD CONSIDER CONTAINED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 2, 2000 UNDER THE HEADING "RISK FACTORS." SEE "RISK FACTORS" ON PAGE 3 AND "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE." ------------ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is _______, 2000. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted. YOU SHOULD READ THE ENTIRE PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE CAREFULLY BEFORE YOU DECIDE TO PURCHASE THE SHARES OF COMMON STOCK BEING OFFERED BY THIS PROSPECTUS. YOU SHOULD ALSO CAREFULLY CONSIDER THE INFORMATION PROVIDED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 2, 2000, WHICH IS INCORPORATED IN THIS PROSPECTUS BY REFERENCE, ESPECIALLY THE INFORMATION UNDER THE HEADING "RISK FACTORS." POWER-ONE, INC. We are a leading designer and manufacturer of more than 2,500 high-quality brand name power supplies. Our power supplies are designed to meet the power needs of various subsystems and components within electronic equipment. Power supplies primarily supply, regulate and distribute electrical power within electronic equipment. AC/DC power supplies convert alternating current to direct current, while DC/DC power supplies modify direct current into other levels of direct current. Power supplies are typically classified as standard, modified standard or custom. While we manufacture and sell all three product classifications, we focus on standard and modified standard products. We believe that as time-to-market is becoming a more important factor for success, electronics companies increasingly prefer standard and modified standard power supplies. We are a merchant manufacturer. As such, we produce power supplies for use by others, whereas captive manufacturers produce power supplies primarily for their own use. We sell our products both to original equipment manufacturers, or OEMs, and distributors who value quality, reliability, technology and service. While we have more than 10,000 customers in the communications, industrial, automatic/semiconductor test equipment, transportation, medical equipment and other electronic equipment industries, we are focusing more on the faster-growing data telecommunications and automatic/semiconductor test equipment markets. Our OEM customers include industry leaders such as Cisco, Nortel, Teradyne, Lucent, Newbridge Networks, Alcatel, Hewlett-Packard, Siemens and Ericsson. We are also a leading provider of power supplies to domestic distributors, including Pioneer Standard Electronics, Avnet Electronics, Arrow, Kent Electronics and Future Electronics. Between August 1998 and January 1999, we substantially expanded our product offerings, scale and geographic breadth through two significant acquisitions. Our net sales have increased from $75.4 million in 1996 to net sales of $205.4 million in 1999, a compound annual growth rate of 39.6%. We believe that we are one of the largest power supply companies in the world that specializes in standard and modified standard power supplies. We also believe that our gross margins are among the highest in the industry. Our gross profit margin has been approximately 40% during the past three years. RECENT ACQUISITIONS On February 29, 2000, we acquired HC Power, Inc. ("HCP") in a stock-for-stock transaction, in which the former shareholders of HCP received a total of 2,121,207 shares of Power-One's common stock for all shares of common stock of HCP outstanding on the effective date of the merger. Of the total shares issued, 212,117 shares were placed in an escrow to fund possible indemnification claims under the merger agreement. The merger is being accounted for as a pooling of interests. HCP is based in Irvine, CA and is a leading supplier of power systems for telecommunications and Internet service providers and OEM equipment manufacturers. HCP's major service providers include Williams Communications, CEA Telecom, Qwest and Nextel, and its key OEMs include Motorola and Nortel Networks. HCP is shipping at an annualized rate of approximately $45 million based on its fourth quarter 1999 shipments. On March 31, 2000, we entered into a definitive agreement to acquire Norwegian-based Powec AS. We have agreed to pay approximately $78 million for all of the common stock of Powec. The consideration to be paid consists of approximately $70 million in cash and 140,340 shares of our common stock. Additionally, we will assume approximately $8 million in debt. Certain additional payments may be made to Powec shareholders based on the attainment of defined operational performance through 2001. Powec is a leading supplier of power systems for major service providers and equipment manufacturers in the telecommunications industry. Powec's customers include Nokia, Vodafone, Ericsson, Eircom, Telia, Hong Kong Telecom, Telenor, Sonera and TeleDanmark. Powec has experienced tremendous growth in recent years and months and is shipping at an annualized rate of approximately $70 million, based on sales during the first three months of 2000. In addition, we have agreed to acquire a telecommunications product line from Crane Co. for approximately $14 million in cash. This product line has the exclusive distribution rights for Powec's products in North, South and Central America and extensive relationships with telecommunication equipment manufacturers such as Motorola, Ericsson and Nokia US. These transactions are anticipated to close in May and be neutral to cash earnings per share in fiscal 2000 without synergies, and accretive thereafter. Cash earnings per share is defined as diluted earnings per share before the amortization of goodwill and intangibles. 2 BUSINESS STRATEGY We focus on customers in high-end electronics industries who value quality, reliability, technology and service. Our goal is to be the leading manufacturer of standard and modified standard power supplies. To accomplish our goal, we plan to: - broaden our standard product line; - expand relationships with key OEMs; - strengthen our position as a leader in DC/DC power supplies and, in particular, distributed power architecture products; - pursue acquisitions; and - maintain strong relationships with distributors. We were incorporated in Delaware in January 1996 as a successor to a company formed in 1973. Our principal executive offices are located at 740 Calle Plano, Camarillo, California 93012, and our telephone number is (805) 987-8741. You can find our website at www.power-one.com. The information found on our website is not a part of this prospectus. RISK FACTORS For a discussion of certain risks that purchasers of our common stock should consider, you should refer to our Annual Report on Form 10-K for the fiscal year ended January 2, 2000, which is incorporated by reference into this prospectus. See "Incorporation of Certain Documents By Reference." SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS Information both included and incorporated by reference in this prospectus contains "forward-looking statements" within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "estimate," "may," "will," "could," "plan" or "continue" and similar expressions are intended to identify forward-looking statements. Such forward-looking information involves important risks and uncertainties that could materially alter results in the future from those expressed in any forward-looking statements made by, or on behalf of, us. These risks and uncertainties include, but are not limited to, our ability to: - manage our growth; - maintain existing and form new relationships with customers; - successfully integrate the businesses of companies that we acquire, including Melcher, International Power Devices and HC Power, Inc.; and - complete implementation of our Oracle Enterprise Resource Planning system. Other risks and uncertainties include uncertainties relating to general domestic and international economic conditions including interest rate and currency exchange rate fluctuations, electronics industry market conditions and growth rates, acquisitions, the cyclical nature of our business, government and regulatory policies, technological developments and changes in the competitive environment in which we operate. We caution you that such forward-looking statements are only predictions and that actual events or results may differ materially. In evaluating such statements, you should specifically consider the various factors that could cause actual events or results to differ materially from those indicated by such forward-looking statements. We do not intend to update any of these factors or to publicly announce the result of any revisions to any of the forward-looking statements contained in or incorporated by reference into this prospectus, whether as a result of new information, future events or otherwise. 3 SELLING STOCKHOLDERS - SHARES COVERED BY THIS PROSPECTUS The shares offered by this prospectus were issued to the former shareholders of HC Power, Inc. in connection with our February 29, 2000 acquisition of HC Power. In connection with the acquisition, we agreed to register a portion of the shares issued to the stockholders named below. We are registering those shares at the stockholders' request for possible sale. The following table sets forth certain information regarding the beneficial ownership of our common stock by the selling stockholders immediately before this offering and as adjusted to reflect their sales of all of the shares of our common stock being offered pursuant to this offering. The selling stockholders have provided us with all information with respect to their beneficial ownership. OWNERSHIP PRIOR TO THE OFFERING(2) OWNERSHIP AFTER OFFERING(2) ---------------------------------- --------------------------- NUMBER OF PERCENTAGE SHARES BEING NUMBER OF PERCENTAGE OWNER (1) SHARES OWNERSHIP OFFERED SHARES OWNERSHIP - --------------------------------- -------------- ------------- ------------- ----------- ---------- Frank Colver 392,889 1.6% 130,963 261,926 1% Trung Doung 15,087 * 8,644 6,443 * Steve Girod 278,951 1.1% 146,966 131,985 * Wallace Hersom 1,248,680 5.1% 416,227 832,453 3.4% Mehron Khatiblou 28,838 * 13,149 15,689 * Chandra Mehta 56,066 * 25,735 30,331 * Jackie Tang 30,174 * 17,313 12,861 * Raul Valerio 70,524 * 30,763 39,761 * ----------- -------- --------- TOTALS 2,121,209 789,760 1,331,449
- --------------------------------- * Less than 1%. (1) The address for each stockholder listed above is c/o HC Power, Inc., 1733 Alton Parkway, Irvine, California 92606. (2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes shares over which the indicated beneficial owner exercises voting and/or investment power. This information is based on 24,301,289 shares outstanding on March 24, 2000, and assumes that the selling stockholders will sell all of the shares offered by this prospectus. USE OF PROCEEDS We will not receive any of the proceeds from sales of shares by the selling stockholders. PLAN OF DISTRIBUTION The selling stockholders may sell the common stock at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The selling stockholders may sell some or all of their stock through: - ordinary brokers' transactions, which may include long or short sales; - transactions involving cross or block trades or otherwise on the Nasdaq National Market; 4 - purchases by brokers, dealers or underwriters as principals and resale by those purchasers for their own accounts under this prospectus; - transactions "at the market" to or through market makers or into an existing market for the common stock; - other transactions not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents; - transactions in options, swaps or other derivatives; or - any combination of the foregoing or by any other legally available means. The selling stockholders may effect such transactions by selling shares to or through broker-dealers, and such broker-dealers will receive compensation in the form of discounts or commissions from the selling stockholders and may receive commissions from the purchasers of shares for whom they may act as agent. A broker or dealer purchasing shares from the selling stockholders for purposes of resale may be deemed to be an "underwriter" under the Securities Act, and any compensation received by any such broker or dealer may be deemed underwriting compensation. Neither we nor the selling stockholders can presently estimate the amount of such compensation, which is to be paid by the selling stockholders; however, we have been advised that such discounts or commissions from the selling stockholders will not exceed those customary in the types of transactions involved. In conjunction with sales to or through brokers, dealers, or agents, the selling stockholders may agree to indemnify them against liabilities arising under the Securities Act. We know of no existing arrangements between the selling stockholders, any other stockholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the common stock. LEGAL MATTERS O'Melveny & Myers LLP, Los Angeles, California, will pass upon the validity of the shares offered by this prospectus. Attorneys at O'Melveny & Myers LLP involved in this offering own 12,450 shares of the Company's common stock. EXPERTS The financial statements and the related financial statement schedule incorporated in this registration statement by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and therefore, we file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission ("SEC"). You may read and copy any document we file at the SEC's Public Reference Room at 450 Fifth Street, N.W., in Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. You may also obtain our SEC filings from the SEC's Website at http://www.sec.gov. This prospectus constitutes a part of our Registration Statement on Form S-3 filed with the SEC under the Securities Act of 1933, as amended (the "Securities Act"). This prospectus omits certain information contained in the Registration Statement in accordance with the rules and regulations of the SEC. We refer you to the Registration Statement and related exhibits for further information with respect to the Company and the securities offered by this prospectus. Statements contained in this prospectus concerning the provisions of any document are not necessarily complete and, in each instance, we refer you to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the SEC. Each such statement is qualified in its entirety by such reference. 5 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. Statements made in this prospectus concerning the provisions of any document are not necessarily complete, and, in each instance, we refer you to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the SEC. The information incorporated by reference is considered to be part of this prospectus. When we file information with the SEC in the future, that information will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934: 1. Annual Report on Form 10-K for the fiscal year ended January 2, 2000; 2. Current report on Form 8-K dated March 13, 2000; and 3. The description of our common stock contained in our Registration Statement on Form 8-A filed under the Exchange Act on August 19, 1997, which incorporates by reference the description of our common stock contained in our Registration Statement on Form S-1 (Registration No. 333-32889), as filed with the SEC on August 5, 1997, including any amendment or reports filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing or telephoning our transfer agent at the following address: American Stock Transfer & Trust Company 40 Wall Street New York, New York 10065 (212) 936-5100 6 TABLE OF CONTENTS
PAGE ---- POWER-ONE, INC.................................................................2 RISK FACTORS...................................................................3 SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS..............................3 SELLING STOCKHOLDERS - SHARES COVERED BY THIS PROSPECTUS.......................4 USE OF PROCEEDS................................................................4 PLAN OF DISTRIBUTION...........................................................4 LEGAL MATTERS..................................................................5 EXPERTS........................................................................5 WHERE YOU CAN FIND MORE INFORMATION............................................5 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................6
[POWER-ONE LOGO] 789,760 SHARES OF COMMON STOCK OFFERED BY SELLING STOCKHOLDERS ------------ PROSPECTUS ------------ _________, 2000 NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE HEREBY. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the costs and expenses to be incurred by the Company in connection with the sale of the common stock being registered. All amounts are estimates except the SEC Registration Fee. All the expenses of this offering will be borne by the Company.
AMOUNT -------- SEC Registration Fee................................................................. $11,344 Printing Fees........................................................................ - Legal Fees and Expenses.............................................................. 10,000 Accounting Fees and Expenses......................................................... 15,000 Miscellaneous Fees and Expenses...................................................... 656 -------- Total ........................................................................ $37,000 --------
- --------------------- ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's Certificate of Incorporation provides that to the fullest extent permitted by Delaware General Corporation Law, or DGCL, a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Under the DGCL, liability of a director may not be limited (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases and (iv) for any transaction from which the director derives an improper personal benefit. The effect of the provisions of the Company's Certificate of Incorporation is to eliminate the rights of the Company and its stockholders (through stockholders' derivative suits on behalf of the Company) to recover monetary damages against a director for breach of the fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior), except in the situations described in clauses (i) through (iv) above. This provision does not limit or eliminate the rights of the Company or any stockholder to seek nonmonetary relief, such as an injunction or rescission, in the event of a breach of a director's duty of care. In addition, the Company's Certificate of Incorporation provides that the Company shall indemnify its directors, officers, employees and agents against losses incurred by any such person because such person was acting in such capacity. The Company has entered into agreements (the "Indemnification Agreements") with each of the directors and officers of the Company pursuant to which the Company has agreed to indemnify such director or officer from claims, liabilities, damages, expenses, losses, costs, penalties or amounts paid in settlement incurred by such director or officer in or arising out of such person's capacity as a director, officer, employee and/or agent of the Company or any other corporation of which such person is a director or officer at the request of the Company to the maximum extent provided by applicable law. In addition, such director or officer is entitled to an advance of expenses to the maximum extent authorized or permitted by law. To the extent that the Board of Directors or the stockholders of the Company wish to limit or repeal the ability of the Company to provide indemnification as set forth in the Company's Certificate of Incorporation, such repeal or limitation may not be effective as to directors and officers who are parties to the Indemnification Agreements, because their rights to full protection would be contractually assured by the Indemnification Agreements. It is anticipated that similar contracts may be entered into, from time to time, with future directors of the Company. II-1 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
NUMBER DESCRIPTION 4.1 Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to registrant's Registration Statement on Form S-1 (Registration Statement 333-32889), as filed with the SEC on September 12, 1997) 5.1 Opinion of O'Melveny & Myers LLP 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature page of this registration statement)
- ----------- ITEM 17. UNDERTAKINGS (a) 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 (the "Securities Act"), unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference; (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 thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference; and (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 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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933 (the "Securities Act") each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this 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. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14 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 hereunder, 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 Act and will be governed by the final adjudication of such issue. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camarillo, State of California on April 6, 2000. POWER-ONE, INC. By: /s/ Steven J. Goldman -------------------------------------- Steven J. Goldman Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven J. Goldman and Eddie K. Schnopp, and each of them acting individually, as his attorney in fact and agent, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with 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 and necessary to be done in connection therewith, 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 any of them or their substitutes, may lawfully 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 by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ Steven J. Goldman Chairman of the Board and Chief Executive Officer ----------------------------------- (Principal Executive Officer) April 6, 2000 Steven J. Goldman /s/ Eddie K. Schnopp Senior Vice President - Finance, Chief Financial ----------------------------------- Officer and Secretary April 6, 2000 Eddie K. Schnopp (Principal Financial and Accounting Officer) /s/ Jon E.M. Jacoby ----------------------------------- Director April 6, 2000 Jon E.M. Jacoby /s/ Hanspeter Brandli ----------------------------------- Director April 6, 2000 Hanspeter Brandli /s/ Jay Walters ----------------------------------- Director April 6, 2000 Jay Walters
II-3 EXHIBIT INDEX
NUMBER DESCRIPTION 4.1 Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to registrant's Registration Statement on Form S-1 (Registration Statement 333-32889), as filed with the SEC on September 12, 1997) 5.1 Opinion of O'Melveny & Myers LLP 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1) 24.1 Power of Attorney (included on the signature page of this registration statement)
- ----------- II-4 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 [O'MELVENY & MYERS LLP LETTERHEAD] April 6, 2000 Our File Number 681,331-030 Power-One, Inc. 740 Calle Plano Camarillo, California 93012 RE: REGISTRATION STATEMENT ON FORM S-3 OF 789,760 SHARES OF COMMON STOCK Ladies and Gentlemen: At your request, we have examined the registration statement on Form S-3 filed by Power-One, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission"), in connection with the registration under the Securities Act of 1933, as amended, of up to 789,760 shares of the Company's common stock, par value $0.001 per share (the "Shares") to be offered by selling stockholders, and the prospectus included therein. The registration statement and the prospectus, excluding the documents incorporated in them by reference, are herein referred to as the "Registration Statement" and the "Prospectus," respectively. Please be advised that attorneys at O'Melveny & Myers LLP involved in this offering own 12,450 shares of the Company's common stock. In our capacity as your counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate. In addition, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies. On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that the Shares are validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion in the Registration Statement and to the reference to this firm under the heading "Legal Matters" in the Prospectus constituting part of the Registration Statement. Respectfully submitted, O'MELVENY & MYERS LLP EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Power-One, Inc. on Form S-3 of our report dated February 18, 2000, except for Note 16, as to which the date is March 31, 2000, appearing in the Annual Report on Form 10-K of Power-One, Inc. for the year ended January 2, 2000, and to the reference to us under the heading "Experts" in this Registration Statement. DELOITTE & TOUCHE LLP Los Angeles, California April 6, 2000 -----END PRIVACY-ENHANCED MESSAGE-----