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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 2000
REGISTRATION NO. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEVAC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-3125814
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
3560 BASSETT STREET
SANTA CLARA, CALIFORNIA 95054-2704
(Address, including zip code of Registrant's principal executive offices)
1995 STOCK OPTION/STOCK ISSUANCE PLAN
(FULL TITLE OF THE PLAN)
NORMAN H. POND
CHAIRMAN OF THE BOARD
INTEVAC, INC.
3560 BASSETT STREET
SANTA CLARA, CA 95054-2704
(408) 986-9888
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
HERBERT P. FOCKLER, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value,
reserved for issuance under the Intevac, Inc.
1995 Stock Option/Stock Issuance Plan (the "Plan") 300,000 $4.438 $1,331,400.00 $351.50
TOTAL................................. 300,000 $1,331,400.00 $351.50
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purpose of computing the registration fee required
by Section 6(b) of the Securities Act pursuant to Rules 457(h) and 457(c)
under the Securities Act, based upon the average between the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
November 15, 2000.
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INTEVAC, INC.
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THIS PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission") and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by Intevac, Inc. (the
"Registrant"):
- The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed with the Commission on March 7, 2000
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
- The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 1, 2000 filed with the Commission on May 15,
2000 pursuant to Section 13(a) of the Exchange Act.
- The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 1, 2000 filed with the Commission on August 8,
2000 pursuant to Section 13(a) of the Exchange Act.
- The Registrant's Quarterly Report on Form 10-Q/A for the fiscal
quarter ended July 1, 2000 filed with the Commission on August 18,
2000 pursuant to Section 13(a) of the Exchange Act.
- The Registrant's Current Report on Form 8-K filed with the
Commission on June 13, 2000 pursuant to Section 13 of the Exchange
Act.
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- The Registrant's Definitive Proxy Statement on Schedule 14A filed
with the Commission on March 27, 2000 pursuant to Section 14(a) of
the Exchange Act.
- The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated October 5,
1995, filed with the Commission pursuant to Section 12(g) of the
Exchange Act, including any amendment or report filed for the
purpose of updating such description.
- The information contained in the Registrant's Registration
Statements on Form S-8 (File Nos. 333-35801, 333-65421 and
333-95629) filed with the Commission on September 17, 1997, October
7, 1998, and January 28, 2000 respectively.
In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
on or after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this Registration Statement, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEMS 4 - 7.
Items 4 - 7, inclusive, are omitted in reliance upon General Instruction
E to Form S-8, and the above incorporation by reference of a previously filed
and currently effective S-8 (File No. 333-35801).
ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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4.1 1995 Stock Option/Stock Issuance Plan, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., with respect
to the securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
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ITEM 9. UNDERTAKINGS.
Item 9 is omitted in reliance upon General Instruction E to Form S-8,
and the above incorporation by reference of a previously filed and currently
effective S-8 (File No. 333-35801).
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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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Clara, State of California, on this 17th
day of November 2000.
INTEVAC, INC.
By: /s/ Charles B. Eddy, III
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Charles B. Eddy, III
Vice President, Finance and Administration,
Chief Financial Officer, Treasurer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Norman H. Pond and Charles B. Eddy, III,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on this 17th day of November 2000 by the
following persons in the capacities indicated:
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SIGNATURE TITLE
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/s/ Norman H. Pond
----------------------------- Chairman of the Board
Norman H. Pond (Principal Executive Officer)
/s/ Charles B. Eddy, III Vice President, Finance and Administration,
----------------------------- Chief Financial Officer, Treasurer and Secretary
Charles B. Eddy, III (Principal Financial and Accounting Officer)
/s/ Edward Durbin Director
-----------------------------
Edward Durbin
/s/ Robert D. Hempstead Director
-----------------------------
Robert D. Hempstead
/s/ David N. Lambeth Director
-----------------------------
David N. Lambeth
/s/ H. Joseph Smead Director
-----------------------------
H. Joseph Smead
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 1995 Stock Option/Stock Issuance Plan, as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., with respect
to the securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
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