As filed with the Securities and Exchange Commission on July 26, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________
VEECO INSTRUMENTS INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2989601
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Terminal Drive, Plainview, New York 11803
(Address of principal executive offices)
VEECO INSTRUMENTS INC.
AMENDED AND RESTATED
1992 EMPLOYEES' STOCK OPTION PLAN
AMENDED AND RESTATED
VEECO INSTRUMENTS INC.
1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
EDWARD H. BRAUN
Chairman, Chief Executive Officer and President
Veeco Instruments Inc.
Terminal Drive
Plainview, New York 11803
(Name and address of agent for service)
(516) 349-8300
(Telephone number, including area code, of agent for service)
Copies to:
RORY A. GREISS, ESQ.
Kaye, Scholer, Fierman, Hays & Handler, LLP
425 Park Avenue
New York, New York 10022
(212) 836-8000
__________________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount
Title of Amount to be offering aggregate of
securities registered price per offering registra
to be registered (1) unit (2) price(2) tion fee
-------------------------------------------------------------------
Common Stock, par 325,000 $ 9.875 $ 3,209,375 $ 1,106.69
value $.01 per shares
share
------------------------------
(1) This total represents (a) an additional 300,000 shares of
Common Stock reserved for issuance pursuant to the Veeco
Instruments Inc. Amended and Restated 1992 Employees' Stock
Option Plan (the "Employees' Stock Option Plan") and (b) an
additional 25,000 shares of Common Stock reserved for
issuance pursuant to the Amended and Restated Veeco
Instruments Inc. 1994 Stock Option Plan for Outside
Directors (the "Directors' Stock Option Plan"). With
respect to the Employees' Stock Option Plan, 276,787 shares
and 250,000 shares of Common Stock reserved for issuance
pursuant thereto were previously respectively registered
pursuant to the Registrant's Registration Statement on Form
S-8, File No. 33-87394, filed with the Securities and
Exchange Commission (the "Commission") on December 15, 1994,
and the Registrant's Registration Statement on Form S-8,
File No. 33-95424, filed with the Commission on August 4,
1995. With respect to the Directors' Stock Option Plan,
25,000 shares of Common Stock reserved for issuance pursuant
thereto were previously registered pursuant to the
Registrant's Registration Statement on Form S-8, File No.
33-87394, filed with the Commission on December 15, 1994.
(2) Estimated solely for the purpose of computing the
registration fee in accordance with Rule 457(c) and (h)
under the Securities Act of 1933, as amended, based on the
average of the high and low prices per share of Common Stock
reported in the Nasdaq National Market on July 24, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Veeco Instruments Inc.'s (the "Company")
Registration Statement on Form S-8, File Number 33-87394, filed
with the Securities and Exchange Commission (the "Commission") on
December 15, 1994, and the Company's Registration Statement on
Form S-8, File Number 33-95424, filed with the Commission on
August 4, 1995, are incorporated herein by reference.
Item 8. Exhibits.
Exhibit
No. Description
------- -----------
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP
with respect to legality of securities being
registered (filed herewith).
10.1 Veeco Instruments Inc. Amended and Restated 1992
Employees' Stock Option Plan (filed herewith).
10.2 Amendment to the Amended and Restated Veeco
Instruments Inc. 1994 Stock Option Plan for Outside
Directors (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
(included in Exhibit 5.1).
24 Powers of Attorney (included on the signature page of
this Registration Statement).
II - 1
<PAGE>
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 a 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 Plainview, State of New York on July 25, 1996.
VEECO INSTRUMENTS INC.
By:/s/ Edward H. Braun
---------------------------
Edward H. Braun
Chairman, Chief Executive
Officer and President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated. Each person
whose signature appears below hereby authorizes each of Edward H.
Braun, John F. Rein, Jr. and John P. Kiernan, as attorney-in-
fact, to sign and file on his or her behalf, individually and in
each capacity stated below, any post-effective amendment to this
registration statement or any registration statement relating to
this offering.
Date
----
/s/ Edward H. Braun
----------------------------------- July 25, 1996
Edward H. Braun
Chairman, Chief Executive Officer,
President and Director
(principal executive officer)
/s/ John F. Rein, Jr.
----------------------------------- July 25, 1996
John F. Rein, Jr.
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
(principal financial officer)
/s/ John P. Kiernan
----------------------------------- July 25, 1996
John P. Kiernan
Corporate Controller
(principal accounting officer)
S-1
<PAGE>
Date
----
/s/ Walter J. Scherr
----------------------------------- July 25, 1996
Walter J. Scherr
Director
/s/ Richard A. D'Amore
----------------------------------- July 25, 1996
Richard A. D'Amore
Director
/s/ Joel A. Elftmann
----------------------------------- July 25, 1996
Joel A. Elftmann
Director
/s/ Paul R. Low
----------------------------------- July 25, 1996
Paul R. Low
Director
S-2
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Document Page No.
-------- -------- --------
No.
---
5.1 Opinion of Kaye, Scholer, Fierman, Hays &
Handler, LLP with respect to legality of
securities being registered (filed
herewith).
10.1 Veeco Instruments Inc. Amended and
Restated 1992 Employees' Stock Option Plan
(filed herewith).
10.2 Amendment to the Amended and Restated
Veeco Instruments Inc. 1994 Stock Option
Plan for Outside Directors (filed
herewith).
23.1 Consent of Ernst & Young LLP (filed
herewith).
23.2 Consent of Kaye, Scholer, Fierman, Hays &
Handler, LLP (included in Exhibit 5.1).
24 Powers of Attorney (included on signature
page of this Registration Statement).
Exhibit 5.1
[KAYE, SCHOLER, FIERMAN, HAYS, & HANDLER, LLP LETTERHEAD]
(212) 836-8000
July 25, 1996
Veeco Instruments Inc.
Terminal Drive
Plainview, New York 11803
Ladies and Gentlemen:
We have acted as special counsel to Veeco Instruments
Inc., a Delaware corporation (the "Company"), in connection with
the Company's registration statement on Form S-8 (the
"Registration Statement") to be filed pursuant to the Securities
Act of 1933, as amended. The Registration Statement relates to
an aggregate of 325,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), 300,000 of which may
be issued upon the exercise of stock options to be granted
pursuant to the Company's Amended and Restated 1992 Employees'
Stock Option Plan and 25,000 of which may be issued upon the
exercise of stock options granted pursuant to the Company's
Amended and Restated 1994 Stock Option Plan for Outside Directors
(collectively, the "Option Plans").
In that connection, we have reviewed the Company's
certificate of incorporation, its by-laws, resolutions adopted by
its Board of Directors, the Registration Statement, the Option
Plans and such other documents and proceedings as we have deemed
appropriate.
On the basis of such review, and having regard to
legal considerations that we deem relevant, we are of the opinion
that the shares of Common Stock to be offered pursuant to the
Registration Statement have been duly authorized and, when issued
in accordance with the terms set forth in the Option Plans and in
the Registration Statement, will be duly and validly issued,
fully paid and nonassessable.
Our opinion set forth above is based as to matters of
law solely on applicable provisions of the General Corporation
Law of the State of Delaware, and we express no opinions as to
any other laws, statutes, ordinances, rules or regulations.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. In giving this opinion,
we do not thereby admit that we are within the category of
<PAGE>
Veeco Instruments Inc. 2 July 25, 1996
persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Kaye, Scholer, Fierman, Hays & Handler, LLP
Exhibit 10.1
VEECO INSTRUMENTS INC.
AMENDED AND RESTATED 1992 EMPLOYEES' STOCK OPTION PLAN
1. PURPOSES. The Veeco Instruments Inc. Amended and Restated 1992 Employees'
Stock Option Plan (the "Plan") is intended to provide an incentive to certain
key employees (each an "Optionee") of Veeco Instruments Inc., a Delaware
corporation (the "Company") and its subsidiaries in order to encourage them to
remain in the employ of the Company and contribute to the Company's success by
granting them stock options. The stock options granted by the Company pursuant
to the terms and conditions of the Plan shall be referred to herein as the
"Stock Options". References herein to the employees of the "Company" shall be
deemed to include employees of the Company's subsidiaries, as such term is
defined in Section 425 of the Internal Revenue Code of 1986, as amended and any
applicable regulations (the "Code"), and references to employment by the Company
shall be deemed to include employment by any such subsidiary.
2. ADMINISTRATION. (a) The Plan shall be administered by the Compensation
Committee (the "Committee") of the Board of Directors (the "Board") of the
Company. The Committee shall consist of at least three directors of the Company
appointed by the Board, who shall hold office at the pleasure of the Board. All
members of the Committee must be (x) "disinterested persons," as such term is
described in Rule 16b-3 adopted by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act"),
if and as such Rule is in effect, and (y) "outside directors" as such term is
defined in Section 162(m)(4)(C) of the Code and the regulations promulgated
thereunder.
(b) It shall be the duty of the Committee to conduct the general
administration of the Plan in accordance with its terms and provisions. Subject
to the express provisions of the Plan, the Committee shall have the power and
authority to interpret the Plan, to adopt such rules and regulations for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules, to determine the
terms and provisions of the respective Stock Option Agreements (as hereinafter
defined) and other granting documents, and to make all other determinations
necessary or advisable for the administration of the Plan.
(c) The Committee shall act by a majority of its members in office. The
Committee may act either by vote at a telephonic or other meeting or by a
memorandum or other written instrument signed by a majority of the Committee.
(d) Members of the Committee may receive such compensation for their
services as may be determined by the Board. All expenses and liabilities
incurred by members of the Committee in connection with the administration of
the Plan shall be borne by the Company. The Committee may employ attorneys,
consultants, accountants, appraisers, or other persons to assist it in its
administration of the Plan. The Committee, the Company and its officers and
directors shall be entitled to rely upon the advice, opinions or valuations of
any such persons. All actions taken and all interpretations and determinations
made by the Committee in good faith shall be final and binding upon all holders,
the Company and all other interested persons. No member of the Committee shall
be personally liable for any action, determination or interpretation made in
good faith with respect to the Plan or the Stock Options, and all members of the
Committee shall be fully protected by the Company in respect to any such action,
determination or interpretation.
3. STOCK. The stock to be made the subject of any Stock Option granted under
the Plan shall be shares of the common stock of the Company, par value $.01 per
share (the "Stock"), whether authorized and unissued or treasury stock, and the
total number of shares of Stock for which Stock Options may be granted under the
Plan shall not exceed, in the aggregate, 826,787 shares, subject to
<PAGE>
adjustment in accordance with the provisions of Section 11 hereof. To the extent
consistent with Section 162(m) of the Code, and the regulations promulgated
thereunder, any shares which were the subject of unexercised portions of any
terminated or expired Stock Options may again be subject to Stock Options under
the Plan.
4. AWARD OF STOCK OPTIONS. The Committee, in its sole discretion, at any
time prior to the expiration of ten years from the Effective Date (as
hereinafter defined), may authorize the granting of Stock Options to such of the
officers, managerial or supervisory personnel and other key employees of the
Company as it may select, and in such amounts as it shall designate, subject to
the provisions of this Section and the other applicable sections hereof;
provided, however, that no Optionee shall be granted Stock Options (whether or
not exercised) to purchase more than 100,000 shares, in the aggregate, of Stock
in any calendar year. No member of the Committee or non-employee member of the
Board shall be eligible to receive any Stock Options or otherwise participate in
the Plan. Members of the Board who are not members of the Committee and who are
employees of the Company shall be eligible to receive Stock Options and
participate in the Plan.
Each Stock Option granted to an Optionee shall be evidenced by a written
agreement in such form and containing such provisions not inconsistent with the
Plan as the Committee shall from time to time approve (the "Stock Option
Agreement") and which need not be identical in respect of each Optionee.
5. PRICE. The exercise price of a Stock Option shall be the Fair Market
Value (as defined below) per share of Stock covered by the Stock Option at the
time that the Stock Option is granted. The exercise price of a Stock Option, as
determined in accordance with the Plan and specified in the Optionee's Stock
Option Agreement shall hereinafter be referred to as the "Exercise Price." For
purposes of this Section 5, "Fair Market Value" per share of Stock as of a
particular date shall mean, unless otherwise determined by the Committee, the
closing price per share of Stock as reported on the National Association of
Securities Dealers Automated Quotation system (known as "NASDAQ"), for the last
preceding date on which a sale was reported.
6. TERM. A Stock Option may be exercised by the holder at such times as may
be specified in such Optionee's Stock Option Agreement, provided that no Stock
Option shall be exercised later than ten years from the date such Stock Option
was granted.
7. NONTRANSFERABILITY. (a) No Stock Option shall be transferable by an
Optionee other than by will or the laws of descent and distribution, and (b)
during the lifetime of an Optionee the Stock Option shall be exercisable only by
such Optionee or, in the case of disability, by such holder's personal
representative.
8. EXERCISE OF OPTIONS. (a) Unless otherwise provided in any Stock Option
Agreement, Stock Options granted pursuant to the Plan shall become exercisable
as follows:
(i) with respect to one-third of the shares of Stock covered by the
Stock Option, on the first anniversary date of the grant of such Stock
Option;
(ii) with respect to an additional one-third of the shares of Stock
covered by the Stock Option, on the second anniversary date of the grant of
such Stock Option; and
(iii) with respect to the remaining one-third of the shares of Stock
covered by the Stock Option, on the third anniversary date of the grant of
such Stock Option.
(b) For purposes of the Plan, the term "Vested Options" shall mean, with
respect to any particular Optionee, those Stock Options which have become
exercisable pursuant to the provisions of Section 8(a); the term "Vested Shares"
shall mean, with respect to any particular Optionee, those shares of Stock
subject to one or more Vested Options; and the term "Vesting Date" shall mean
the date such Stock Options become Vested Options.
<PAGE>
9. TERMINATION OF EMPLOYMENT. (a) In the event (i) of a termination by the
Company (other than for Cause, as defined in the applicable Stock Option
Agreement) of an Optionee's employment, (ii) an Optionee voluntarily leaves the
employ of the Company or (iii) an Optionee shall die or become disabled (within
the meaning of Section 22(e)(3) of the Code) while the Optionee is employed by
the Company, such Optionee, his estate or his legal guardian, as the case may
be, will be entitled to exercise the Optionee's Vested Options for a period of
90 days following the date of such termination, voluntary departure, death or
disability.
(b) In the event that an Optionee's employment with the Company is
terminated by the Company for Cause (as defined in the applicable Stock Option
Agreement), such Optionee's right to exercise Vested Options shall thereupon
terminate and all of such Optionee's Stock Options, whether or not vested, shall
be rendered null and void and shall become unexercisable.
(c) Upon the occurrence of any of the events set forth in subparagraphs (a)
or (b) above, an Optionee's non-vested Stock Options shall terminate and be
rendered null and void.
10. PAYMENT FOR STOCK. (a) The aggregate purchase price of Stock issued upon
the exercise of any Vested Options granted hereunder shall be paid in full on
the date of purchase. Payment shall be made either in cash or in such other
consideration as the Committee deems appropriate, including, but not limited to,
Stock already owned by the Optionee or Stock to be acquired by the Optionee upon
exercise of Vested Options having a total fair market value, as determined by
the Committee, equal to the aggregate purchase price, or a combination of cash
and Stock having a total fair market value, as so determined, equal to the
aggregate purchase price.
(b) Stock shall not be issued upon the exercise of any Vested Options unless
and until the aggregate amount of federal, state or local taxes of any kind
required by law to be withheld with respect to the exercise of such Stock
Options have been paid or satisfied or provision for their payment and
satisfaction has been made upon such terms as the Committee may prescribe.
11. STOCK ADJUSTMENTS. (a) The total number of shares of Stock which may be
issued under the Plan, the number of shares of Stock which may be purchased upon
the exercise of Stock Options granted hereunder and the Exercise Price of such
Stock Options shall be appropriately adjusted for any increase or decrease in
the number of outstanding shares of Stock resulting from payment of a stock
dividend on the Stock, a subdivision or combination of shares of the Stock, or a
reclassification of the Stock, and (in accordance with the provisions contained
in the next following paragraph) in the event of a consolidation or a merger in
which the Company shall be the surviving corporation.
(b) Subject to paragraph (c) below, after any merger of one or more
corporations into the Company in which the Company shall be the surviving
corporation, or after any consolidation of the Company and one or more other
corporations, each Optionee shall, at no additional cost, be entitled, upon any
exercise of his Stock Options, to receive (subject to any required action by
stockholders), in lieu of the number of shares as to which such Stock Options
shall then be so exercised, the number and class of shares of Stock or other
securities to which such Optionee would have been entitled pursuant to the terms
of the applicable agreement of merger or consolidation if at the time of such
merger or consolidation such Optionee had been a holder of record of a number of
shares of Stock equal to the number of shares to which such Optionee's Stock
Options may have then been so exercised. Comparable rights shall accrue to each
Optionee in the event of successive mergers or consolidations of the character
described above.
(c) In the event of any sale of all or substantially all of the assets of
the Company, or any merger of the Company into another corporation, or any
dissolution or liquidation of the Company or, in the discretion of the Board,
any consolidation or other reorganization in which it is impossible or
impracticable to continue in effect any Stock Options, all Stock Options granted
under the Plan and not previously exercised shall become exercisable by
Optionees who are at such time in the employ of the
<PAGE>
Company, commencing ten days before the scheduled closing of such event, and
shall terminate unless exercised at least one business day before the scheduled
closing of such event; provided, however, that the Board may, in its discretion,
require instead that all Stock Options granted under the Plan and not previously
exercised be assumed by such other corporation on the basis provided in the
preceding paragraph.
(d) The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined by the Board in its sole discretion. Any such
adjustment may provide for the elimination of any fractional share which might
otherwise become subject to a Stock Option.
12. NO RIGHTS AS A STOCKHOLDER. An Optionee or a permitted transferee of a
Stock Option shall have no rights as a stockholder with respect to any Stock
covered by his Stock Option until he shall have become the holder of record of
such Stock, and, except for stock dividends as provided in Section 11 above, no
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights in respect
of such Stock for which the record date is prior to the date on which he shall
become the holder of record thereof.
13. AMENDMENT AND TERMINATION. The Board may at any time terminate, amend or
modify the Plan in any respect it deems to be in the best interests of the
Company; provided, however, that no such action of the Board, without the
approval of the stockholders of the Company (which may be either before or after
Board action) may effectuate any change (i) inconsistent with the qualifications
of Stock Option as "performance based" under Section 162(m) of the Code (unless
the Board determines that awards affected by such changes are not intended to
qualify for such exception) or (ii) any other change for which stockholder
approval is required to qualify under Rule 16b-3 of the Securities Exchange Act;
and provided, further, that no amendment, modification or termination of the
Plan may in any manner affect any Stock Option theretofore granted under the
Plan without the consent of the then holder of the Stock Option.
14. INVESTMENT PURPOSE. At the time of exercise of any Stock Option, the
Company may, if it shall deem it necessary or desirable for any reason, require
the Optionee to represent in writing to the Company that it is his then
intention to acquire the Stock for investment and not with a view to the
distribution thereof.
15. RIGHT TO TERMINATE EMPLOYMENT. Nothing contained herein or in any Stock
Option Agreement shall restrict the right of the Company to terminate the
employment of any Optionee at any time, with or without Cause.
16. FINALITY OF DETERMINATIONS. Each determination, interpretation, or other
action made or taken pursuant to the provisions of the Plan by the Committee
shall, unless otherwise determined by the Board be final and shall be binding
and conclusive for all purposes.
17. GOVERNING LAW. The Plan shall be governed by the laws of the State of
Delaware, without regard to the conflicts of law principles thereof.
18. EFFECTIVE DATE. The Plan was originally adopted and approved by the
Board and the stockholders of the Company in 1992, and the Plan is effective as
of April 15, 1992 (the "Effective Date"); the amendment and restatement of the
Plan was approved and adopted by the Board and the stockholders on October 13,
1994. In accordance with the terms of the amended and restated Plan, and as a
result of the consummation on December 5, 1994 of an initial public offering of
the Stock, the Plan was restated in January 1995 to reflect only those
provisions which are relevant to the Company as a public company and to make
other non-substantive changes therein. A further amendment and restatement of
the Plan was approved by the Board on April 19, 1995 and the stockholders of the
Company on June 15, 1995. On March 25, 1996, a further amendment and restatement
of the Plan was approved by the Board, subject to the approval of the
stockholders of the Company.
Exhibit 10.2
AMENDMENT
TO
THE AMENDED AND RESTATED VEECO INSTRUMENTS INC.
1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
Amendment, dated May 15, 1996, to the Amended and
Restated Veeco Instruments Inc. 1994 Stock Option Plan for
Outside Directors (the "Directors Plan"). Unless otherwise
defined herein, capitalized terms used herein shall have the
meanings ascribed to them in the Directors Plan.
1. Section 2.1 of the Directors Plan is hereby
amended and restated in its entirety to read as follows:
"2.1 Shares Subject to Plan
The maximum number of Shares that may
be issued or transferred pursuant to
Options under this Plan shall be 50,000.
The Company shall reserve such number of
Shares for the purposes of the Plan, out of
its authorized but unissued Shares or out
of Shares held in the Company's treasury,
or partly out of each. If any Shares that
have been subject to an Option cease to be
subject thereto, such Shares may again be
the subject of Options hereunder."
2. As amended by paragraph 1 hereof, all of the
provisions of the Directors Plan shall remain in full force and
effect.
3. This Amendment was approved by the Board of
Directors of the Company on March 25, 1996 and by the
stockholders of the Company on May 15, 1996.
Exhibit 23.1
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Veeco Instruments Inc. Amended and Restated 1992
Employees' Stock Option Plan and the Amended and Restated Veeco Instruments
Inc. 1994 Stock Option Plan for Outside Directors of our report dated February
9, 1996, with respect to the consolidated financial statements and schedule
of Veeco Instruments Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Melville, New York
July 25, 1996
