<PAGE>
As filed with the Securities and Exchange Commission on August 15, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AEHR TEST SYSTEMS
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
California 3825 94-2424084
(State of incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification Number)
</TABLE>
1667 Plymouth Street
Mountain View, California 94043
(415) 691-9400
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
------------------------
GARY L. LARSON
Vice President of Finance and Chief Financial Officer
AEHR TEST SYSTEMS
1667 Plymouth Street
Mountain View, California 94043
(415) 691-9400
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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<S> <C>
MARIO M. ROSATI DENNIS C. SULLIVAN
MICHAEL J. DANAHER DAVID A. HUBB
WILSON SONSINI GOODRICH & ROSATI GRAY CARY WARE & FREIDENRICH
PROFESSIONAL CORPORATION A PROFESSIONAL CORPORATION
650 PAGE MILL ROAD 400 HAMILTON AVENUE
PALO ALTO, CALIFORNIA 94304-1050 PALO ALTO, CALIFORNIA 94301-1825
(415) 493-9300 (415) 328-6561
</TABLE>
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective
and the Underwriting Agreement is executed.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-28987
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered(1)(3) Per Share(2) Price(2) Fee(3)
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share................ 345,000 $12.00 $4,140,000 $1,255
</TABLE>
(1) Includes 45,000 shares issuable upon exercise of an option granted by the
Selling Shareholders to the Underwriters to cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a).
(3) 3,795,000 shares were registered under SEC File No. 333-28987, with respect
to which a filing fee of $12,650 was previously paid to the Securities and
Exchange Commission.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement relates to the public offering of Common Stock
of Aehr Test Systems contemplated by a Registration Statement on Form S-1,
Securities and Exchange Commission File No. 333-28987 (the "Prior Registration
Statement") and is filed solely to increase the number of shares to be offered
in such offering by 300,000 shares plus up to 45,000 shares that may be sold
pursuant to the Underwriters' over-allotment option. The contents of the Prior
Registration Statement are hereby incorporated by reference.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $1,255 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on August 18, 1997); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such
instructions by the bank on August 18, 1997.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Mountain
View, State of California, on this 15th day of August, 1997.
AEHR TEST SYSTEMS
By: /s/ RHEA J. POSEDEL
-----------------------------------------
Rhea J. Posedel
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN
OF THE BOARD OF DIRECTORS
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- ------------------------------ --------------------------- -------------------
/s/ RHEA J. POSEDEL President, Chief Executive August 15, 1997
- ------------------------------ Officer and Chairman of the
Rhea J. Posedel Board of Directors
(Principal Executive
Officer)
/s/ GARY L. LARSON Vice President of Finance August 15, 1997
- ------------------------------ and Chief Financial Officer
Gary L. Larson (Principal Financial and
Accounting Officer)
/s/ WILLIAM W. R. ELDER* Director August 15, 1997
- ------------------------------
William W. R. Elder
/s/ MARIO M. ROSATI* Director August 15, 1997
- ------------------------------
Mario M. Rosati
/s/ DAVID TORRESDAL* Director August 15, 1997
- ------------------------------
David Torresdal
/s/ KATSUJI TSUTSUMI* Director August 15, 1997
- ------------------------------
Katsuji Tsutsumi
*By: /s/ RHEA J. POSEDEL
-------------------------
Rhea J. Posedel
ATTORNEY-IN-FACT
3
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1* Power of Attorney.
</TABLE>
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* Incorporated by reference from the Prior Registration Satement on Form S-1
(File No. 333-28987) filed on June 11, 1997.
<PAGE>
EXHIBIT 5.1
August 15, 1997
Aehr Test System
1667 Plymouth Street
Mountain View, CA 94043
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by you with
the Securities and Exchange Commission (the "Commission"), pursuant to Rule
462(b), on or about August 15, 1997 (as such may be further amended or
supplemented, the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of up to 345,000
shares of your Common Stock (the "Shares"). The Shares, which include up to
45,000 shares of Common Stock issuable pursuant to an over-allotment option
granted to the underwriters (the "Underwriters"), are to be sold to the
Underwriters as described in such Registration Statement for sale to the public.
Of the 345,000 shares being sold, 300,000 shares are being sold by the Company
and 45,000 shares are being sold by the Selling Shareholders (in the
over-allotment option). As your counsel in connection with this transaction, we
have examined the proceedings proposed to be taken by you in connection with the
issuance and sale of the Shares.
Based on the foregoing, it is our opinion that, upon conclusion of the
proceedings being taken or contemplated by us, as your counsel, to be taken
prior to the issuance of the Shares and upon completion of the proceedings taken
in order to permit such transactions to be carried out in accordance with the
securities laws of various states where required, the Shares, when issued and
sold in the manner described in the Registration Statement, will be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement, including the prospectus constituting a part thereof,
which has been approved by us, as such may be further amended or supplemented.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement of Form S-1 (File
No. 333-28987) of our reports dated June 30, 1997 on our audits of the financial
statements and financial statement schedule of Aehr Test Systems and
Subsidiaries. We also consent to the reference to our firm under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
San Jose, California
August 14, 1997
