SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VEECO INSTRUMENTS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2989601
(State of 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
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CALCULATION OF REGISTRATION FEE
================================================================================
Amount Proposed
of Shares Proposed Maximum
Title of To Be Maximum Aggregate Amount of
Securities To Registered Offering Price Offering Price Registration
Be Registered (1) Per Unit Fee
- --------------------------------------------------------------------------------
Common Stock,
par value $.01 766,003 31.8125(2) $24,368,470(2) $6,774.43
per share
- --------------------------------------------------------------------------------
Common Stock,
par value $.01 700,000 $24.00(3) $16,800,000(3) $4,670.40
per share
- --------------------------------------------------------------------------------
Common Stock,
par value $.01 33,997 $35.00(4) $ 1,189,895(4) $ 330.79
per share
================================================================================
(1) This represents in the aggregate (a) an additional 1,400,000 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 100,000 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, 300,000 shares and 600,000
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, the Registrant's
Registration Statement on Form S-8, File No. 333-08981, filed with the
Commission on July 26, 1996 and the Registrant's Registration Statement on
Form S-8, File No. 333-35009, filed with the Commission on September 5,
1997. With respect to the Directors' Stock Option Plan, 65,000 shares,
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, the Registrant's Registration
Statement on Form S-8, File No. 333-08981, filed with the Commission on
July 26, 1996 and the Registrant's Registration Statement on Form S-8,
File No. 333-35009, filed with the Commission on September 5, 1997.
(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 May 26, 1999.
(3) Determined for the purpose of computing the registration fee in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, based on
the exercise price of options granted pursuant to the Employees' Stock
Option Plan.
(4) Determined for the purpose of computing the registration fee in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, based on
the exercise price of options granted pursuant to the Directors' Stock
Option Plan.
2
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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, (c) Registration Statement on Form S-8, File
Number 333-08981, filed with the Commission on July 26, 1996 and (d)
Registration Statement on Form S-8, File Number 333-35009, filed with the
Commission on September 5, 1997, are incorporated herein by reference.
ITEM 8. EXHIBITS
Exhibit No. Description
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with respect
to the legality of securities being registered (filed herewith).
10.1 Amendment, dated as of May 29, 1998, to the Veeco Instruments Inc.
Amended and Restated 1992 Employees' Stock Option Plan (filed
herewith).
10.2 Amendment, dated as of May 14, 1999 to the Veeco Instruments Inc.
Amended and Restated 1992 Employees' Stock Option Plan (filed
herewith).
10.3 Amendment, dated as of May 21, 1999 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).
3
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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 May 27, 1999.
VEECO INSTRUMENTS INC.
By: /s/ Edward H. Braun
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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 May 27, 1999
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Edward H. Braun
Chairman, Chief Executive Officer,
President and Director
(principal executive officer)
/s/ John F. Rein, Jr. May 27, 1999
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John F. Rein, Jr.
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
(principal financial officer)
/s/ John P. Kiernan May 27, 1999
- -----------------------------------------
John P. Kiernan
Vice President - Corporate Controller
(principal accounting officer)
4
<PAGE>
/s/ Richard A. D'Amore May 27, 1999
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Richard A. D'Amore
Director
/s/ Joel A. Elftmann May 27, 1999
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Joel A. Elftmann
Director
/s/ Virgil Elings May 27, 1999
- -----------------------------------------
Virgil Elings, Ph.D.
Director
/s/ Paul R. Low May 27, 1999
- -----------------------------------------
Dr. Paul R. Low
Director
/s/ Roger D. McDaniel May 27, 1999
- -----------------------------------------
Roger D. McDaniel
Director
/s/ Walter J. Scherr May 27, 1999
- -----------------------------------------
Walter J. Scherr
Director
5
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EXHIBIT INDEX
Exhibit No. Document
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with respect
to the legality of securities being registered (filed herewith).
10.1 Amendment, dated as of May 29, 1998, to the Veeco Instruments Inc.
Amended and Restated 1992 Employees' Stock Option Plan (filed
herewith).
10.2 Amendment, dated as of May 14, 1999, to the Veeco Instruments Inc.
Amended and Restated 1992 Employees' Stock Option Plan (filed
herewith).
10.3 Amendment, dated as of May 21, 1999 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).
6
[KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP LETTERHEAD]
EXHIBIT 5.1
(212) 836-8000
May 27, 1999
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 1,500,000 shares of the Company's common stock, par
value $.01 per share (the "Common Stock"), 1,400,000 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 100,000
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.
We advise you that we are members only of the Bar of the State of
New York and that 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
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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
AMENDMENT
TO
THE VEECO INSTRUMENTS INC. AMENDED AND RESTATED
1992 EMPLOYEES' STOCK OPTION PLAN
Amendment, dated as of May 29, 1998, 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, 2,126,787 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 10, 1998 and by the stockholders of the Company on May 29,
1998.
EXHIBIT 10.2
AMENDMENT
TO
THE VEECO INSTRUMENTS INC. AMENDED AND RESTATED
1992 EMPLOYEES' STOCK OPTION PLAN
Amendment, dated as of May 14, 1999, 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.
4. 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, 2,826,787 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."
5. As amended by paragraph 1 hereof, all of the provisions of the
Employees' Plan shall remain in full force and effect.
6. This Amendment was approved by the Board of Directors of the
Company on March 30, 1999 and by the stockholders of the Company on May 14,
1999.
EXHIBIT 10.3
AMENDMENT
TO
THE AMENDED AND RESTATED VEECO INSTRUMENTS INC.
1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
Amendment, dated May 21, 1999, 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.
7. 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
215,000. 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 cash. 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.
8. As amended by paragraph 1 hereof, all of the provisions of the
Directors' Plan shall remain in full force and effect.
9. This Amendment was approved by the Board of Directors of the
Company on March 30, 1999 and by the stockholders of the Company on May 21,
1999.
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 8,
1999, 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, 1998, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Melville, New York
May 27, 1999
