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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AEHR TEST SYSTEMS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 94-2424084
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
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400 Kato Terrace
Fremont, California 94539
(Address, including zip code, of Registrant's principal executive offices)
1996 STOCK OPTION PLAN
(Full title of the plan)
Aehr Test Systems
400 Kato Terrace
Fremont, California 94539
(510) 623-9400
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Mark Casillas, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration
Title of Securities to be Registered Registered Share Price Fee
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Common Stock, $.01 par value to be
issued under the 1996 Stock Option Plan 600,000(1) $4.94 $2,964,000(2) $782.50
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(1) The 600,000 shares reflect an increase to the already existing 1996 Stock
Option Plan. Such additional 600,000 shares are covered by this
Registration Statement.
(2) The Proposed Maximum Offering Price has been calculated in accordance with
Rule 457(h) under the Securities Act of 1933 solely for the purpose of
calculating the Registration Fee. The computation is based upon the average
of the high and low price of the Common Stock as reported on the Nasdaq
National Market on December 18, 2000 because the price at which the options
to be granted in the future is not currently determinable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE:
Statement under General Instruction E - Registration of Additional
Securities.
Pursuant to General Instruction E of Form S-8, there are hereby
incorporated by reference into this Registration Statement, the Registration
Statement on Form S-8 previously filed by the Registrant with the Securities and
Exchange Commission ("SEC"), SEC File No. 333-40577, filed in connection with
the 1986 Incentive Stock Plan, the 1996 Stock Option Plan, and the 1997 Employee
Stock Purchase Plan. This Registration Statement registers additional shares of
the Registrant's Common Stock to be issued pursuant to the 1996 Stock Option
Plan, and the following subsequent periodic reports and information contained
therein are hereby incorporated by reference into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
May 31, 2000, as filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on August 29,
2000.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
August 31, 2000, as filed pursuant to Section 13(a) of the Exchange
Act on October 13, 2000.
(c) Proxy Statement filed September 27, 2000 in connection with the Annual
Meeting of Shareholders held October 24, 2000.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment
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which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
Item 8. EXHIBITS
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Exhibit
Number DOCUMENT
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-2 below).
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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 Fremont, State of California, on December 22, 2000.
AEHR TEST SYSTEMS
By: /s/ RHEA J. POSEDEL
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Rhea J. Posedel, Chief Executive Officer and
Chairman of the Board of Directors
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rhea J. Posedel and Gary L. Larson,
jointly and severally, as his or her attorney-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that the said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
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.
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SIGNATURE TITLE DATE
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/s/ RHEA J. POSEDEL Chief Executive Officer and December 22, 2000
------------------------------- Chairman of the Board (Principal
Rhea J. Posedel Executive Officer)
/s/ GARY L. LARSON Vice President of Finance and Chief December 22, 2000
------------------------------- Financial Officer (Principal Financial
Gary L. Larson and Accounting Officer)
/s/ WILLIAM W. R. ELDER Director December 22, 2000
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William W. R. Elder
/s/ MARIO M. ROSATI Director December 22, 2000
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Mario M. Rosati
/s/ MUKESH PATEL Director December 22, 2000
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Mukesh Patel
/s/ ROBERT R. ANDERSON Director December 22, 2000
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Robert R. Anderson
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
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REGISTRATION STATEMENT ON FORM S-8
AEHR TEST SYSTEMS
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INDEX TO EXHIBITS
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Exhibit
Number DOCUMENT
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-2 below).
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