<PAGE>
As filed with the Securities and Exchange Commission on February 14, 1997.
Registration No. 333-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
DUPONT PHOTOMASKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2238819
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 TEXAS AVENUE
ROUND ROCK, TEXAS 78664
(Address of Principal Executive Offices) (Zip Code)
STOCK PERFORMANCE PLAN
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
FOUNDERS STOCK OPTION PLAN
AMENDED BONUS PLAN
(Full title of the plans)
J. MICHAEL HARDINGER COPY TO:
CHAIRMAN OF THE BOARD AND PHILLIP M. SLINKARD, ESQ.
CHIEF EXECUTIVE OFFICER HUGHES & LUCE, L.L.P.
100 TEXAS AVENUE 111 CONGRESS AVENUE
ROUND ROCK, TEXAS 78664 SUITE 900
(512) 310-6559 AUSTIN, TEXAS 78701
(Name, address and telephone number, (512) 482-6836
including area code, of agent for service)
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
======================================================================================================
TITLE OF CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2)(3) PRICE (2)(3) FEE(3)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, $.01
par value per share........ 3,650,000 $46.00 $139,624,341.70 $42,310.41
======================================================================================================
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement is deemed to include additional shares of
Common Stock issuable under the terms of the Stock Performance Plan, the Non-
Employee Directors Stock Option Plan, the Founders Stock Option Plan, and the
Amended Bonus Plan (collectively, the "Plans") to prevent dilution resulting
from any future stock split, stock dividend or similar transaction.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h) of the Securities Act.
Accordingly, the price per share of the Common Stock offered hereunder pursuant
to the Plans is based upon (i) 2,661,705 shares of Common Stock originally
reserved for issuance under the Plans that are not currently subject to
outstanding Stock Options or issued as Restricted Stock, at a price per share of
$46.00, which is based upon the average of the high and low prices reported for
the Common Stock on the NASDAQ Market System on February 11, 1997; and (ii) the
following 988,295 shares of Common Stock reserved for issuance under the Plans
subject to Stock Options already granted thereunder at the following prices:
<PAGE>
NO. OF SHARES OF COMMON STOCK EXERCISE PRICE
RESERVED FOR ISSUANCE PER SHARE
----------------------------- --------------
924,790 $17.00
43,244 $18.50
9,000 $35.56
3,866 $25.87
1,902 $31.56
2,930 $27.31
957 $41.81
1,606 $37.38
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which DuPont Photomasks, Inc. ("Registrant")
previously filed with the Securities and Exchange Commission, are hereby
incorporated and made a part of this Registration Statement by reference:
1. Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996.
2. Registrant's Current Report on Form 8-K dated July 15, 1996.
3. Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996.
4. Registrant's Current Report on Form 8-K dated October 2, 1996.
5. Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 1996.
6. The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A, dated June 10, 1996.
All documents filed by Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of the post-effective amendment that indicates that
all securities offered hereunder have been sold or that deregisters all such
securities then remaining unsold will be deemed to be incorporated by
reference in this Registration Statement and will be part hereof from the
date of filing of such documents. Any statement contained herein or in any
document incorporated by reference herein that is modified or superseded by a
statement in any document subsequently filed by Registrant will be deemed to
be modified or superseded to the same extent for purposes of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
3
<PAGE>
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
As permitted by the Delaware General Corporation Law (the "Delaware
Code"), the Registrant's Certificate of Incorporation provides that a
director of the Registrant shall have no personal liability to the Registrant
or its stockholders for monetary damages for breach or alleged breach of
fiduciary duty as a director. This provision has no effect on the liability
of a director (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith
or involving intentional misconduct or knowing violations of law, (iii) under
Section 174 of Title 8 of the Delaware Code for illegal payment of dividends,
stock repurchases, or stock redemption, and (iv) for any transaction from
which a director derived an improper personal benefit.
Also pursuant to the Delaware Code, the Registrant's Certificate of
Incorporation sets forth the extent to which the Registrant is authorized to
indemnify its directors, officers, employees and agents. The Registrant may
indemnify any person subject to any action by reason of the fact that he is
or was a director, officer, employee or agent of the Registrant so long as he
acted in good faith and in a manner which he believed was not opposed to the
best interests of the Registrant and, with respect to any criminal action, he
had no reasonable cause to believe his conduct was unlawful. In any action
by or in right of the Registrant, however, indemnity may not be made for any
claim, issue or matter as to which such person is adjudged liable to the
Registrant. To the extent that a director, officer, employee or agent is
successful on the merits of any action described above, indemnification by
the Registrant is mandatory. Any determination that indemnification by the
Registrant in a specific case is proper must be made by the stockholders of
the Registrant, a majority of uninterested directors or independent legal
counsel. The Registrant must advance to officers and directors their
expenses incurred in defending a civil or criminal action in advance of the
final disposition of such action upon receipt of an undertaking by or on
behalf of the director or officer to repay such amounts if it is determined
by a court of competent jurisdiction that he is not entitled to be
indemnified by the Registrant.
The Certificate of Incorporation also authorizes the Registrant to
purchase and maintain insurance, or make other financial arrangements, on
behalf of any director, officer, employee or agent of the Registrant for any
liability incurred by him in his capacity as such, whether or not the
Registrant has the authority to indemnify him against such liability. To
date the Registrant has not purchased any such insurance to date but intends
to obtain such insurance as soon as possible, if it can be obtained with
favorable terms and pricing.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
4
<PAGE>
ITEM 8. EXHIBITS
The exhibits listed in the accompanying index to exhibits are filed
or incorporated as a part of this Registration Statement.
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement 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 of 1933, each such post-effective amendments 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrants annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
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 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, 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 of 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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Round Rock, Texas, on February 13, 1997:
DUPONT PHOTOMASKS, INC.
By: /s/ J. MICHAEL HARDINGER
-------------------------------------
J. Michael Hardinger, Chairman of the
Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints J. Michael Hardinger and David S.
Gino, each of them, his true and lawful attorneys-in-fact and agents 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 to this
Registration Statement, and to file the same with all exhibits, thereto, and
all documents in connection therewith, with the 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 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, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated:
/s/ J. MICHAEL HARDINGER February 13, 1997
- -----------------------------------------------
J. Michael Hardinger,
Chairman and Chief Executive Officer, Director
/s/ PRESTON M. ADCOX February 13, 1997
- -----------------------------------------------
Preston M. Adcox
President and Chief Operating Officer
(Principal Executive Officer)
/s/ DAVID S. GINO February 13, 1997
- -----------------------------------------------
David S. Gino
Executive Vice President-Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ JOHN L. DOYLE February 13, 1997
- -----------------------------------------------
John L. Doyle
Director
/s/ JOHN C. HODGSON February 13, 1997
- -----------------------------------------------
John C. Hodgson
Director
6
<PAGE>
/s/ CHARLES HOLLIDAY, JR. February 13, 1997
- -----------------------------------------------
Charles Holliday, Jr.
Director
/s/ GARY W. PANKONIEN February 13, 1997
- -----------------------------------------------
Gary W. Pankonien
Director
/s/ JOHN C. SARGENT February 13, 1997
- -----------------------------------------------
John C. Sargent
Director
/s/ MARSHALL C. TURNER February 13, 1997
- -----------------------------------------------
Marshall C. Turner
Director
/s/ SUSAN A. VLADUCHICK February 13, 1997
- -----------------------------------------------
Susan A. Vladuchick
Director
7
<PAGE>
INDEX TO EXHIBITS
An asterisk below indicates an exhibit previously filed with the Securities
and Exchange Commission as an exhibit to Registrant's Registration Statement
on Form S-1, Registration No. 333-3386 (the "IPO Registration Statement"),
such exhibit being incorporated from the exhibits to the IPO Registration
Statement by reference.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
*4.1(a) Non-Employee Directors Stock Option Plan [Exhibit 10.4 to the
IPO Registration Statement]
*4.1(b) Stock Performance Plan [Exhibit 10.5 to the IPO Registration
Statement]
*4.1(c) Founders Stock Option Plan [Exhibit 10.6 to the IPO Registration
Statement]
4.1(d) Amended Bonus Plan
5.1 Opinion of Hughes & Luce, L.L.P.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Hughes & Luce, L.L.P. [included in the firm's opinion
filed as Exhibit 5.1]
24.1 Power of Attorney (see signature page of this Registration
Statement)
______
8
<PAGE>
BONUS PLAN FOR
DUPONT PHOTOMASKS, INC.
(AMENDED 10/28/96)
I. PURPOSE
The purposes of this Amended Bonus Plan for DuPont Photomasks, Inc.
(the "Plan") are: a) to provide greater incentive for employees to
exert their best efforts on behalf of DuPont Photomasks, Inc.
("DPI" or "the Company"); b) to attract and retain in the employ of
DPI key employees of outstanding competence; and c) further align
the interests of such employees with those of the Company.
II. FORM OF BONUS
Bonuses under this Plan will be paid, at the option of the
Compensation Committee of DPI, in (I) cash, (ii) shares of the
Common Stock, $0.1 par value, of DPI ("DPI Stock"), or (iii) a
combination of cash and DPI stock.
III. LIMITATIONS ON BONUS
1. Bonus grants under this Plan shall be made from the Bonus Fund,
which shall be determined and credited annually by the
Compensation Committee of DPI. The Bonus Fund shall not
exceed 9% of the Company's pre-tax earnings, in any fiscal
year; provided however, that the Compensation Committee, in
its discretion, may exceed this fund limit up to an amount not
greater than the carry forward amount in any year in which the
Compensation Committee has carried forward any unawarded
portion of said fund from a prior year(s).
2. Bonus grants for each year need not have an aggregate value equal to
the entire amount available in the Bonus Fund. Any unawarded
portion of said fund, at the discretion of the Compensation
Committee, may be carried forward and be available for grants
in a succeeding year or years.
3. The aggregate number of shares of DPI Stock which may be awarded
as bonuses under this Plan shall not together exceed one
million (1,000,000) shares.
<PAGE>
IV. ADMINISTRATION
1. Except as otherwise specifically provided, the Plan shall be
administered by the Compensation Committee of the Board of
Directors of DPI, and the members thereof shall be ineligible
for grants under this Plan while serving on said Committee.
2. The decision of the Compensation Committee with respect to any
questions arising as to interpretation of this Plan, including
the severability of any and all of the provisions hereof,
shall be final, conclusive, and binding.
V. ELIGIBILITY FOR BONUS
1. A Bonus under the Plan may be granted to any employee who has
contributed in a general way to the Company's success by his or
her ability, efficiency, and loyalty, consideration being given
to those employees who have contributed the most, and to those
with ability to succeed to more senior responsibility in DPI. A
Bonus may also be granted to:
a. a person performing services on a consultant basis,
b. an employee who retired or plans to retire by separation
from service from the Company or a plan company,
c. a former employee terminated on account of lack of work, and
d. the surviving spouse or estate of a deceased employee.
2. Except as set forth in subparagraphs (a) to (d) of the preceding
paragraph, to be eligible for a Bonus grant an employee shall be
employed by DPI or a plan company as of the date final action is
taken on a grant under this Plan and shall be expected to continue
in the employ of such company.
3. For purposes of this Plan, the term "employee" shall include an
employee of a corporation or other business entity in which DPI
shall directly or indirectly own fifty percent or more of the
outstanding voting stock or other ownership interest. The term
"plan company" as used in this Plan shall mean a business entity
whose employees are eligible for grants under this Plan.
VI. BONUS GRANTS
1. A performance goal based on the Company's pre-tax earnings,
excluding abnormal costs, will be set annually by the Board of
<PAGE>
Directors. Target bonus grants will be established annually by
the Compensation Committee, upon recommendations by the Chief
Executive Officer of the Company, based on the position of
eligible employees and computed as a percentage of the employee's
salary. The amount of bonus paid will be based on the employee's
target bonus grant, the performance of the company compared with
the performance goal and individual contribution by the employee.
2. The Committee shall determine each year the total amount of the
Bonus Fund to be distributed. Subject to Article VIII, any
Bonus for any fiscal year shall be delivered as soon as
practicable after the close of such fiscal year or at periodic
times during the year as determined by the Compensation
Committee.
3. Annually upon the approval of Bonus grants, each beneficiary
shall be informed of his or her grant and that such a grant is
subject to the applicable provisions of the Plan.
4. If any bonus is paid in DPI Stock, the value of DPI Stock awarded
under this Plan shall be its fair market value on the date the
bonus is granted. Fair market value shall be the average of
the high and low prices of the DPI Stock, as reported on the
NASDAQ Composite Index on the date of grant of stock, or if no
sales of such stock were reported on said Index on such date,
the average of the high and low prices of such stock on the
next preceding day on which sales were reported on said Index.
VII. RECOMMENDATIONS AND APPROVAL OF GRANTS
1. Grants to employees shall be made by the Compensation Committee.
Recommendations for grants to employees shall be made to the
Compensation Committee by the Chief Executive Officer of the
Company.
2. The Compensation Committee may appoint a subcommittee comprised
solely of two (2) or more Non-Employee Directors, to make
grants to directors and executive officers. A "Non-Employee
Director" is a director who is not an officer or employee of
the Company or a parent or subsidiary of the Company, who does
not possess an interest in any other transaction for which
disclosure would be required pursuant to Rule 404(a), of
Regulation S-K of the General Rules and Regulations of the
1934 Act and who is not engaged in a business relationship for
which disclosure is required pursuant to Rule 404(b).
Anything to the contrary herein notwithstanding, if a
subcommittee of Non-Employee Directors
<PAGE>
cannot be formed, the Board of Directors shall approve all
grants to executive officers and directors. Any grant to an
employee who is not a member of the Board of Directors shall
be made in the discretion of the Compensation Committee which
shall take final action on any such grant. No persons shall
have a right to a grant under this Plan until final action has
been taken for such grant. At the discretion of the
Compensation Committee, grants to employees of a plan company
may be made subject to approval by the Board of Directors or
other management group of such plan company.
VIII. DELIVERY
Grants under this Plan shall be delivered to the beneficiary
promptly, or at such future times and under such terms and
conditions as the Compensation Committee may determine. If it
is determined that the grant be delivered promptly to the
beneficiary, that beneficiary may be granted the option to
defer delivery of the grant to the extent provided in terms
and conditions established by the Compensation Committee.
IX. AMENDMENTS
The Company reserves the right to modify this Plan from time
to time or to repeal the Plan entirely, or to direct the
discontinuance of grants either temporarily or permanently;
provided, however, that no modification of this Plan shall
operate to annul, without the consent of the beneficiary, a
grant already approved hereunder; provided, also, that no
modification without approval of the Compensation Committee
shall increase the maximum amount which may be credited to the
Bonus Fund as herein above provided.
X. MISCELLANEOUS
All expenses and costs in connection with the administration
of this Plan shall be borne by DPI and no part thereof shall
be charged against the Bonus Fund.
<PAGE>
[LETTERHEAD]
February 14, 1997
DuPont Photomasks, Inc.
100 Texas Avenue
Round Rock, Texas 78664
Ladies and Gentlemen:
We have acted as special counsel to DuPont Photomasks, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 3,650,000 shares (the
"Shares") of the Company's common stock, $.01 par value per share, issuable
pursuant to the Company's Stock Performance Plan, Non-Employee Directors Stock
Option Plan, Founders Stock Option Plan, and Amended Bonus Plan (collectively,
the "Plans"), as described in the Registration Statement of the Company on Form
S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission.
In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions set
forth herein. In all such examinations, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized or certified copies.
Based on the foregoing, we are of the opinion that the Shares will be, if
and when issued and paid for pursuant to the Plans, validly issued, fully paid
and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of common stock available for such issuance, and
further assuming that the consideration actually received by the Company for the
Shares exceeds the par value thereof.
This opinion may be filed as an exhibit to the Registration Statement. In
giving this consent, we do not admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Hughes & Luce, L.L.P.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 12, 1996, which appears on
page F-1 of the Annual Report on Form 10-K of DuPont Photomasks, Inc. for the
year ended June 30, 1996.
PRICE WATERHOUSE LLP
Austin, Texas
February 14, 1997
