-----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, NwGRDm15XEq2r0qRIuf7cspjzVgcksyRJX5bG3meUNA8DMMnJ1Qyl74wFAn/1dWk GraNDsmiXbqS3myMg7P5ig== 0000835910-99-000038.txt : 19990615 0000835910-99-000038.hdr.sgml : 19990615 ACCESSION NUMBER: 0000835910-99-000038 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990611 EFFECTIVENESS DATE: 19990611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN POWER CONVERSION CORPORATION CENTRAL INDEX KEY: 0000835910 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 042722013 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-80569 FILM NUMBER: 99645296 BUSINESS ADDRESS: STREET 1: 132 FAIRGROUNDS RD CITY: WEST KINGSTON STATE: RI ZIP: 02892 BUSINESS PHONE: 4017895735 MAIL ADDRESS: STREET 1: 132 FAIRGROUNDS ROAD CITY: WEST KINGSTON STATE: RI ZIP: 02892 S-8 1 As filed with the Securities and Exchange Commission on June 11, 1999. Registration No. [_________] SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERICAN POWER CONVERSION CORPORATION (Exact Name of Registrant as Specified in its Charter) Massachusetts 04-2722013 (State or other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 132 Fairgrounds Road, West Kingston, RI 02892 (Address of Principal Executive Offices)(Zip Code) 1997 Stock Option Plan (Full Title of the Plan) ____________________ Rodger B. Dowdell, Jr. President and Chief Executive Officer 132 Fairgrounds Road West Kingston, RI 02892 (401) 789-5735 (Name, address including zip code and telephone number, including area code, of agent for service) ____________________ Copy to: William B. Simmons, Jr., Esq. TESTA, HURWITZ & THIBEAULT, LLP High Street Tower 125 High Street Boston, Massachusetts 02110 CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of Amount to be Offering Aggregate Amount of Securities Registered Price Offering Registration to be Per Share Price Fee Registered Common Stock, $.01 par 12,000,000 $19.78(2)/(3) $237,360,000 $65,986.08 value shares (1) (1) The amount of shares registered hereunder reflects a 2-for-1 stock split effected in the form of a 100% stock dividend, which stock dividend was payable on May 28, 1999 to shareholders of record as of May 7, 1999. (2) Such shares are issuable upon exercise of outstanding options with fixed exercise prices. Pursuant to Rule 457(h), the aggregate offering price and the fee have been calculated upon the basis of the price at which such options may be exercised. (3) The price of $19.78 per share, which is the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market System on June 9, 1999, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and (h) for those shares without a fixed exercise price. This Registration Statement registers additional securities of the same class as other securities for which the Registration Statement No. 333-32563 on Form S-8 as filed with the Securities and Exchange Commission on July 31, 1997, relating to American Power Conversion Corporation 1997 Stock Option Plan is effective. Pursuant to General Instruction E, the contents of the above-listed Registration Statement are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. Exhibit No. Description of Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP. 23.1 Consent of KPMG LLP. 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1). 24.1 Power of Attorney (contained in the signature page of this Registration Statement). SIGNATURES 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 West Kingston and the state of Rhode Island, on this 7th day of May, 1999. AMERICAN POWER CONVERSION CORPORATION By: /s/ Rodger B. Dowdell, Jr. Rodger B. Dowdell, Jr., President and Chief Executive Officer POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of American Power Conversion Corporation, hereby severally constitute and appoint Rodger B. Dowdell, Jr. and Donald Muir, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all pre-effective and post-effective amendments to this registration statement, and generally do all things in our names and on our behalf in such capacities to enable American Power Conversion Corporation to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission. 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. Signature Title(s) Date /s/ Rodger B. Dowdell, President and Chief Executive May 7, 1999 Jr. Officer (Principal Executive Rodger B. Dowdell, Jr. Officer) /s/ Donald M. Muir Chief Financial Officer May 7, 1999 Donald M. Muir (Principal Financial and Accounting Officer) /s/ Emanuel E. Landsman Vice President, Clerk and Director May 7, 1999 Emanuel E. Landsman /s/ Neil E. Rasmussen Vice President and Director May 7, 1999 Neil E. Rasmussen /s/ Ervin F. Lyon Director May 7, 1999 Ervin F. Lyon /s/ James D. Gerson Director May 7, 1999 James D. Gerson EXHIBIT INDEX Exhibit No. Description of Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP. 23.1 Consent of KPMG LLP. 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1). 24.1 Power of Attorney (contained in the signature page of this Registration Statement). EXHIBIT 5.1 _____________________ TESTA, HURWITZ & THIBEAULT, LLP _____________________ Attorneys at Law High Street Tower, 125 High Street Boston, Massachusetts 02110 Office (617) 248-7000 Fax (617) 248-7100 June 11, 1999 American Power Conversion Corporation 132 Fairgrounds Road West Kingston, RI 02892 Re: Registration Statement on Form S-8 Relating to the 1997 Stock Option Plan (the "Plan") Ladies and Gentlemen: Reference is made to the above-captioned Registration Statement on Form S-8 (the "Registration Statement") filed by American Power Conversion Corporation (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an increase of an aggregate of 12,000,000 additional shares of Common Stock, $.01 par value per share, of the Company issuable pursuant to the existing Plan (the "Shares"). We are counsel to the Company and are familiar with the proceedings of its stockholders and Board of Directors. We have examined original or certified copies of the Company's Articles of Organization, as amended, the Company's by- laws, as amended, the corporate records of the Company to the date hereof, and such other certificates, documents, records and materials as we have deemed necessary in connection with this opinion letter. We are members only of the Bar of the Commonwealth of Massachusetts and are not experts in, and express no opinion regarding, the laws of any jurisdiction other than the Commonwealth of Massachusetts and the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares issued or proposed to be issued by the Company pursuant to the Plan will be, upon receipt of the consideration provided for in the Plan, validly issued, fully paid and nonassessable after issuance of such Shares in accordance with the terms of the Plan. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Testa, Hurwitz & Thibeault, LLP TESTA, HURWITZ & THIBEAULT, LLP EXHIBIT 23.1 INDEPENDENT ACCOUNTANTS' CONSENT The Board of Directors American Power Conversion Corporation We consent to incorporation by reference in this registration statement on Form S-8 of American Power Conversion Corporation for the registration of 12,000,000 shares of Common Stock for the 1997 Stock Option Plan of our reports dated February 4, 1999, relating to the consolidated balance sheets of American Power Conversion Corporation as of December 31, 1998, and 1997, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1998, and the related schedule, which reports appear in the December 31, 1998, annual report on Form 10-K of American Power Conversion Corporation. KPMG LLP Providence Rhode Island June 9, 1999 -----END PRIVACY-ENHANCED MESSAGE-----