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As filed with the Securities and Exchange Commission on November 7, 2000
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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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Terminal Drive
Plainview, New York 11803
(516) 349-8300
(Address and telephone number of Principal Executive Offices)
Veeco Instruments Inc.
2000 Stock Option Plan for Non-Officer Employees
(Full title of the plan)
Gregory A. Robbins
Vice President and General Counsel
Veeco Instruments Inc.
Terminal Drive
Plainview, New York 11803
(Name and address of agent for service)
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(516) 349-8300
(Telephone number, including area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH MAXIMUM AGGREGATE
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) REGISTRATION FEE
---------------- ---------- ------------- --------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value.......... 150,000 (2) $67.41 $10,111,500 $2,669.44
</TABLE>
(1) An estimate, based on the average of the high and low prices as of
November 6, 2000 as determined in accordance with Rule 457(c) and (h) under the
Securities Act of 1933, has been made solely for the purpose of calculating the
registration fee relating to the 150,000 shares of Common Stock to be
registered hereunder and subsequently offered at prices computed upon the basis
of fluctuating market prices.
(2) Represents 150,000 shares of Common Stock issuable pursuant to the 2000
Stock Option Plan for Non-Officer Employees. This registration statement also
relates to such indeterminate number of additional shares of Common Stock of
Veeco Instruments Inc. as may be issuable as a result of stock splits, stock
dividends or additional similar transactions.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options under the 2000 Stock
Option Plan for Non-Officer Employees (the "Plan"), and are not being filed
with, or included in, this Registration Statement on Form S-8 (the "Registration
Statement") in accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options under the Plan and
are not being filed with, or included in, this Registration Statement in
accordance with the rules and regulations of the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Veeco Instruments Inc. (the "Company")
with the Commission are incorporated herein by reference into this Registration
Statement:
1. Annual Report of Form 10-K for the fiscal year ended December 31,
1999 filed on March 15, 2000, as amended on Form 10-K/A, filed
on April 4, 2000.
2. Quarterly Report on Form 10-Q for the quarter ended March 31,
filed on May 11, 2000.
3. Quarterly Report on Form 10-Q for the quarter ended June 30,
filed on August 14, 2000.
4. Quarterly Report on Form 10-Q for the quarter ended
September 30, filed on November 2, 2000.
5. Amendment to Current Report on Form 8-K/A filed on
January 12, 2000 and Current Reports on Form 8-K, filed on
March 13, 2000, May 9, 2000 and May 12, 2000.
6. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated
November 18, 1994, filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of
updating such
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description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and prior to the termination of the offering of the securities registered
pursuant to this Registration Statement shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained 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 documents which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 102(b)(7) of the Delaware General Corporation Law (the
"Delaware Law") permits a provision in the certificate of incorporation of each
corporation organized thereunder, eliminating or limiting, with certain
exceptions, the personal liability of a director to the corporation or its
stockholders for monetary damages for certain breaches of fiduciary duty as a
director. The Certificate of Incorporation of the Company, as amended and
restated to date (the "Charter"), eliminates the personal liability of directors
to the fullest extent permitted by the Delaware Law.
Section 145 of the Delaware Law ("Section 145"), in summary, empowers a
Delaware corporation, within certain limitations, to indemnify its officers,
directors, employees and agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by them in connection with any suit or proceeding other than by or on
behalf of the corporation, if they acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to a criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.
With respect to actions by or on behalf of the corporation, Section 145
permits a corporation to indemnify its officers, directors, employees and agents
against expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such action or suit, provided such
person meets the standard of conduct described in the preceding paragraph,
except that no indemnification is permitted in respect of any claim where such
person has been found liable to the corporation, unless the Court of Chancery or
the court in which such action or suit was brought approves such indemnification
and determines that such
2
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person is fairly and reasonably entitled to be indemnified.
The Charter provides for the indemnification of officers and directors
and certain other parties (the "Indemnitees") of the Company to the fullest
extent permitted under the Delaware Law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Unless otherwise indicated, each of the following exhibits has been previously
filed with the Securities and Exchange Commission by the Company under File No.
0-16244.
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<CAPTION>
NUMBER EXHIBIT INCORPORATED BY REFERENCE TO:
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<S> <C> <C>
4.1 Amended and Restated Certificate of Quarterly Report on Form 10-Q for the
Incorporation of the Company quarter ended June 30, 1997 filed
August 14, 1997, Exhibit 3.1
4.2 Amendment to Certificate of Quarterly Report on Form 10-Q for the
Incorporation dated May 5, 2000. quarter ended June 30, 2000 filed
August 14, 2000, Exhibit 3.1
4.3 Third Amended and Restated *
Bylaws of the Company
4.4 Veeco Instruments Inc. 2000 Stock *
Option Plan for Non-Officer
Employees
5.1 Opinion of Gregory A. Robbins as to *
the legality of shares of Common
Stock being registered
23.1 Consent of Ernst & Young LLP *
23.2 Consent of Arthur Andersen LLP *
23.3 Consent of Gregory A. Robbins *
(included in the opinion filed as
Exhibit 5.1)
24.1 Power of Attorney *
</TABLE>
* Filed herewith.
3
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Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being 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 this registration statement or any material change to
such information in this registration statement;
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment 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; and
(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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the registrant pursuant to the registrant's
Certificate of Incorporation, by contract, 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 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.
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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 Plainview, New York, on November 7, 2000.
Veeco Instruments Inc.
By: /s/ EDWARD H. BRAUN
-------------------------------
Name: Edward H. Braun
Title: 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 indicated on November 7, 2000.
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<CAPTION>
SIGNATURES CAPACITY
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<S> <C>
/s/ Edward H. Braun Director, Chairman, Chief Executive
------------------------------------- Officer and President (principal executive
Edward H. Braun officer)
/s/ John F. Rein, Jr. Executive Vice President, Chief Financial
------------------------------------- Officer, Treasurer and Secretary (principal
John F. Rein, Jr. financial officer)
/s/ John P. Kiernan
------------------------------------ Vice President--Corporate Controller
John P. Kiernan (Principal Accounting Officer)
*
-----------------------------------
Richard A. D'Amore Director
*
-----------------------------------
Joel A. Elftmann Director
</TABLE>
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<TABLE>
<S> <C>
*
-----------------------------------
Heinz K. Fridrich Director
*
-----------------------------------
Douglas A. Kingsley Director
*
-----------------------------------
Dr. Paul R. Low Director
*
-----------------------------------
Roger D. McDaniel Director
-----------------------------------
Irwin H. Pfister Director
*
-----------------------------------
Walter J. Scherr Director
* By: /s/ Gregory A. Robbins
-----------------------------------
Gregory A. Robbins Attorney-in-fact
</TABLE>
6
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER EXHIBIT
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<S> <C>
4.3 Third Amended and Restated Bylaws of the Company
4.4 Veeco Instruments Inc. 2000 Stock Option Plan for Non-Officer Employees
5.1 Opinion of Gregory A. Robbins as to the legality of shares of Common Stock
being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Gregory A. Robbins (included in the opinion filed as Exhibit 5.1)
24.1 Power of Attorney
</TABLE>
