<PAGE>
As filed with the Securities and Exchange Commission on September 5, 1997
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
<TABLE>
<CAPTION>
============================ =================== ===================== ================= ==============
Proposed
Proposed maximum
Title of maximum aggregate Amount of
securities Amount to be offering offering registration
to be registered registered (1) price per unit (2) price(2) fee
- ---------------------------- ------------------- --------------------- ----------------- --------------
<S> <C> <C> <C> <C>
Common Stock, par value 665,000 shares $62.25 $41,396,250 $12,544.32
$.01 per share
============================ =================== ===================== ================= ==============
</TABLE>
(1) This total represents (a) an additional 600,000 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 65,000 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, 250,000 shares and 300,000 shares, respectively, 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 Securities and Exchange Commission (the
"Commission") on December 15, 1994, the Registrant's Registration
Statement on Form S-8, File No. 33-95424, filed with the Commission on
August 4, 1995 and the Registrant's Registration Statement on Form S-8,
File No. 333-08981, filed with the Commission on July 26, 1996. With
respect to the Directors' Stock Option Plan, 25,000 shares and 25,000
shares, respectively, 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 and the Registrant's Registration
Statement on Form S-8, File No. 333-08981, filed with the Commission on
July 26, 1996.
(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 August 29, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Veeco Instruments Inc.'s (the "Company") (a)
Registration Statement on Form S-8, File Number 33-87394, filed with the
Securities and Exchange Commission (the "Commission") on December 15, 1994,
(b) Registration Statement on Form S-8, File Number 33-95424, filed with the
Commission on August 4, 1995 and (c) Registration Statement on Form S-8, File
Number 333-08981, filed with the Commission on July 26, 1996, 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 Amendment, dated May 15, 1997, to the Veeco Instruments
Inc. Amended and Restated 1992 Employees' Stock Option Plan
(filed herewith).
10.2 Amendment, dated July 25, 1997, to the Veeco Instruments
Inc. Amended and Restated 1992 Employees' Stock Option Plan
(filed herewith).
10.3 Amendment dated May 15, 1997 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 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 Plainview, State of New York on
August 28, 1997.
VEECO INSTRUMENTS INC.
By: /s/ Edward H. Braun
----------------------------
Edward H. Braun
Chairman, Chief Executive
Officer and President
POWER OF ATTORNEY. Each person whose signature appears below hereby
authorizes each of Edward H. Braun and John F. Rein, Jr., 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.
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:
Date
----
/s/ Edward H. Braun August 28, 1997
- ----------------------------------------
Edward H. Braun
Chairman, Chief Executive Officer,
President and Director
(principal executive officer)
/s/ John F. Rein, Jr. August 28, 1997
- ----------------------------------------
John F. Rein, Jr.
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
(principal financial officer)
S-1
<PAGE>
Date
----
/s/ Walter J. Scherr August 28, 1997
- -------------------------------------------
Walter J. Scherr
Director
/s/ Richard A. D'Amore August 28, 1997
- ----------------------------------------
Richard A. D'Amore
Director
/s/ Joel A. Elftmann August 28, 1997
- ------------------------------------------
Joel A. Elftmann
Director
/s/ Paul R. Low August 28, 1997
- ------------------------------------------
Paul R. Low
Director
/s/ James C. Wyant August 31, 1997
- ---------------------------------------
James C. Wyant
Director
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
---------- --------
<S> <C>
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with
respect to legality of securities being registered (filed
herewith).
10.1 Amendment, dated May 15, 1997, to the Veeco Instruments Inc.
Amended and Restated 1992 Employees' Stock Option Plan
(filed herewith).
10.2 Amendment, dated July 25, 1997, to the Veeco Instruments
Inc. Amended and Restated 1992 Employees' Stock Option Plan
(filed herewith).
10.3 Amendment, dated May 15, 1997, 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).
</TABLE>
<PAGE>
EXHIBIT 5.1
(212) 836-8000
September 4, 1997
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 665,000 shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), 600,000 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, as amended
to date, and 65,000 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, as amended to date (collectively, the "Option Plans").
In that connection, we have reviewed the Company's certificate of
incorporation as amended, its by-laws, resolutions adopted by its Board of
Directors and its stockholders, 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, will be 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.
<PAGE>
Veeco Instruments Inc. 2 September 4, 1997
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 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
<PAGE>
EXHIBIT 10.1
AMENDMENT
TO
THE VEECO INSTRUMENTS INC. AMENDED AND RESTATED
1992 EMPLOYEES' STOCK OPTION PLAN
Amendment, dated May 15, 1997, to the Veeco Instruments Inc. Amended
and Restated 1992 Employees' Stock Option Plan (the "Employees' Plan"). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed to them in the Employees' Plan.
1. Section 3 of the Employees' Plan is hereby amended and restated
in its entirety to read as follows:
"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, 1,226,787 shares, subject to 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."
2. As amended by paragraph 1 hereof, all of the provisions of the
Employees' Plan shall remain in full force and effect.
3. This Amendment was approved by the Board of Directors of the
Company on March 17, 1997 and by the stockholders of the Company on May 15,
1997.
<PAGE>
EXHIBIT 10.2
AMENDMENT
TO
THE VEECO INSTRUMENTS INC. AMENDED AND RESTATED
1992 EMPLOYEES' STOCK OPTION PLAN
Amendment, dated July 25, 1997, to the Veeco Instruments Inc. Amended
and Restated 1992 Employees' Stock Option Plan (the "Employees' Plan"). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed to them in the Employees' Plan.
1. Section 3 of the Employees' Plan is hereby amended and restated
in its entirety to read as follows:
"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, 1,426,787 shares, subject to 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."
2. As amended by paragraph 1 hereof, all of the provisions of the
Employees' Plan shall remain in full force and effect.
3. This Amendment was approved by the Board of Directors of the
Company on April 24, 1997 and by the stockholders of the Company on July 25,
1997.
<PAGE>
EXHIBIT 10.3
AMENDMENT
TO
THE AMENDED AND RESTATED VEECO INSTRUMENTS INC.
1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
Amendment, dated May 15, 1997, to the Amended and Restated Veeco
Instruments Inc. 1994 Stock Option Plan for Outside Directors (as the same has
been amended to date, 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 115,000.
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. Section 3 of the Directors' Plan is hereby amended and restated
in its entirety to read as follows:
"3. ELIGIBILITY FOR OPTION GRANTS
Any Option granted to any Non-Employee Director prior to the date
of the adoption of this Plan shall be subject to the terms and
conditions set forth herein. Any individual who is elected or
appointed to the office of director as a Non-Employee Director after
the date of the adoption of this Plan shall receive an Option to
purchase 7,000 Shares as of the date of such election. In addition,
each Non-Employee Director shall receive an Option to purchase 7,000
Shares as of the date of each Annual Meeting subsequent to such
Non-Employee Director's election which occurs during such Non-Employee
Director's term of office."
3. As amended by paragraphs 1 and 2 hereof, all of the provisions of
the Directors' Plan shall remain in full force and effect.
4. This Amendment was approved by the Board of Directors of the
Company on March 17, 1997 and by the stockholders of the Company on May 15,
1997.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(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 7, 1997, with respect to the consolidated financial statements and
schedule of Veeco Instruments Inc. included in its annual report (Form 10-K/A)
for the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Melville, New York
September 2, 1997
