<PAGE>
As filed with the Securities and Exchange Commission on December 23, 1999
Registration No. 333-_____
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
METRON TECHNOLOGY N.V.
(Exact name of registrant as specified in its charter)
THE NETHERLANDS 98-0180010
(State of Incorporation) (I.R.S. Employer Identification No.)
----------------------
1350 OLD BAYSHORE HIGHWAY
SUITE 360
BURLINGAME, CALIFORNIA 94010
(Address of principal executive offices)
----------------------
AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
1997 SUPERVISORY DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
EDWARD D. SEGAL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
METRON TECHNOLOGY N.V.
1350 OLD BAYSHORE HIGHWAY
SUITE 360
BURLINGAME, CALIFORNIA 94010
(650) 373-1133
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
Copies to:
ALAN C. MENDELSON, ESQ.
SUZANNE SAWOCHKA HOOPER, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306-2155
(650) 843-5000
----------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------- ------------------------- -------------------------- ------------------------- -----------------------
Proposed Maximum Proposed Maximum
Title of Securities Offering Aggregate Amount of
to be Registered Amount to be Registered Price per Share (1) Offering Price (1) Registration Fee
- ---------------------------- ------------------------- -------------------------- ------------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock, par value 3,124,177 Common Shares (See Notes to $31,919,093 $8,427
NLG 0.96 per share Calculation of
Registration Fee)
- ---------------------------- ------------------------- -------------------------- ------------------------- -----------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon (a) the weighted average
exercise price, for Common Shares subject to outstanding options
granted by Metron Technology N.V. (the "Company") under (i) the
Amended and Restated Employee Stock Option Plan, (ii) the 1999
Employee Stock Purchase Plan, and (iii) the 1997 Supervisory
Directors' Stock Option Plan or (b) the average of the high and low
prices of Registrant's Common Shares on December 17, 1999 as
reported on the Nasdaq National Market, for shares reserved for
issuance pursuant to (i) the Amended and Restated Employee Stock
Option Plan, (ii) the 1999 Employee Stock Purchase Plan, and (iii)
the 1997 Supervisory Directors' Stock Option Plan (pursuant to Rule
457(c) under the Securities Act.)
NOTES TO CALCULATION OF REGISTRATION FEE
The chart below details the calculations of the registration fee:
<TABLE>
<CAPTION>
TYPE OF SHARES NUMBER OF COMMON OFFERING PRICE PER COMMON AGGREGATE OFFERING
SHARES SHARE (WEIGHTED AVERAGE PRICE
EXERCISE PRICE)
<S> <C> <C> <C>
Common Shares issuable pursuant to
outstanding options under the
Amended and Restated Employee Stock
Option Plan 1,781,798 $5.52 $9,835,525
Common Shares reserved for future
issuance pursuant to the Amended and
Restated Employee Stock Option Plan 817,379 $17.00 $13,895,443
Common Shares issuable pursuant to
outstanding options under the 1999
Employee Stock Purchase Plan 0 - -
Common Shares reserved for future
issuance pursuant to the 1999
Employee Stock Purchase Plan 300,000 $17.00 $5,100,000
Common Shares issuable pursuant to
outstanding options under the 1997
Supervisory Directors' Stock Option
Plan 93,750 $9.14 $856,875
Common Shares reserved for future
issuance pursuant to the 1997
Supervisory Directors' Stock Option
Plan 131,250 $17.00 $2,231,250
Proposed Maximum Offering Price $31,919,093
Registration Fee $8,427
</TABLE>
Appropriate date of commencement of proposed sale to the public: as soon as
practicable after this Registration Statement becomes effective.
2.
<PAGE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Metron Technology N.V. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The final prospectus filed under Rule 424(b) of the Securities
Act contained in the Company's Registration Statement on Form S-1 (File No.
333-87665), filed November 19, 1999 under the Securities Act including any
amendments or reports filed for the purpose of updating such prospectus; and
(b) The description of the Company's Common Shares contained in the
Company's Registration Statement on Form 8-A, filed October 28, 1999, under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendments or reports filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment 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 herein and to be a
part of this registration statement from the date of the filing of such
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the Common Shares offered hereby
will be passed upon for the Company by Nauta Dutilh, Netherlands counsel to
the Company. Certain other legal matters in connection with the offering will
be passed upon for the Company by Cooley Godward LLP, Palo Alto, California.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In addition to the indemnification provisions included in some of
the managing directors' employment agreements discussed in the S-1
Registration Statement under the Securities Act of 1933, under the Company's
Articles of Association, except in case of willful misfeasance, bad faith or
gross negligence or improper personal benefit, every person or legal entity
who is, or has been, a managing director, a supervisory director or an
officer with the power to represent the Company, employee or agent of the
Company, who is made a party or is threatened to be made a party to any claim
by virtue of such capacity, shall be indemnified by the Company, to the
fullest extent permitted under any applicable law, against (1) any and all
liabilities imposed on him or it, (2) any and all expenses and (3) any and
all amounts paid in settlement by him or it, in each case in connection with
any such claim.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
or persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act
and therefore is unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
<PAGE>
ITEM 8. EXHIBITS
EXHIBIT
NUMBER
4.1* Articles of Association of the Registrant and translation thereof
4.2* Specimen Common Share Certificate
5.1 Opinion of Nauta Dutilh
23.1 Consent of KPMG LLP, independent auditors
23.2 Consent of Nauta Dutilh is contained in Exhibit 5.1 to this
Registration Statement
23.3 Consent of Cooley Godward LLP
24.1 Power of Attorney is contained on the signature pages.
99.1* Amended and Restated Employee Stock Option Plan
99.2* Form of Metron Technology N.V. Employee Stock Option Agreement
(for employees in countries other than the United States and the
United Kingdom)
99.3* Form of Metron Technology N.V. Employee Stock Option Agreement
(for employees in the United States)
99.4* Form of Metron Technology N.V. Employee Stock Option Agreement
(for employees in the United Kingdom)
99.5* 1999 Employee Stock Purchase Plan
99.6* 1997 Supervisory Directors' Stock Option Plan
99.7* Form of 1997 Supervisory Directors' Stock Option Agreement
* Documents incorporated by reference from the Company's Registration
Statement on Form S-1, as amended (333-87665), declared effective by the
Commission on November 19, 1999.
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
<PAGE>
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the issuer
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, 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
Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 the City of Burlingame, State of
California, on December 23, 1999.
METRON TECHNOLOGY N.V.
By: /s/ E. Segal
--------------------------------------
Edward D. Segal
Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER
--------------------------------------
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Edward D. Segal and Peter V. Leigh,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully 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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Robert R. Anderson
- -------------------------------------------- Supervisory Board Member December 23, 1999
(ROBERT R. ANDERSON)
/s/ James Dauwalter
- -------------------------------------------- Supervisory Board Member December 23, 1999
(JAMES E. DAUWALTER)
/s/ J.A. Elftmann
- -------------------------------------------- Supervisory Board Member December 23, 1999
(JOEL A. ELFTMANN)
/s/ Sho Nakanuma
- -------------------------------------------- Supervisory Board Member December 23, 1999
(SHO NAKANUMA)
/s/ E. Segal
- -------------------------------------------- President and Chief Executive December 23, 1999
(EDWARD D. SEGAL) Officer and Managing Director
(Principal Executive Officer)
<PAGE>
/s/ Peter V. Leigh
- -------------------------------------------- Vice President, Finance and Chief December 23, 1999
(PETER V. LEIGH) Financial Officer and Managing
Director (Principal Financial and
Accounting Officer)
/s/ J.C. Levett-Prinsep
- -------------------------------------------- Executive Vice President, Equipment December 23, 1999
(J. CHRISTOPHER LEVETT-PRINSEP) Division and Managing Director
/s/ Michael A. Grandinetti
- -------------------------------------------- Executive Vice President, Materials December 23, 1999
(MICHAEL A. GRANDINETTI) Division and Managing Director
/s/ Garry Hendricks
- -------------------------------------------- Vice Chairman of T.A. Kyser Company December 23, 1999
(C. GARRY HENDRICKS) and Managing Director
/s/ Keith Reidy
- -------------------------------------------- Vice President, Marketing and December 23, 1999
(KEITH REIDY) Managing Director
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER
4.1* Articles of Association of the Registrant and translation thereof
4.2* Specimen Common Share Certificate
5.1 Opinion of Nauta Dutilh
23.1 Consent of KPMG LLP, independent auditors
23.2 Consent of Nauta Dutilh is contained in Exhibit 5.1 to
this Registration Statement
23.3 Consent of Cooley Godward LLP
24.1 Power of Attorney is contained on the signature pages.
99.1* Amended and Restated Employee Stock Option Plan
99.2* Form of Metron Technology N.V. Employee Stock Option Agreement
(for employees in countries other than the United States and
the United Kingdom)
99.3* Form of Metron Technology N.V. Employee Stock Option Agreement
(for employees in the United States)
99.4* Form of Metron Technology N.V. Employee Stock Option Agreement
(for employees in the United Kingdom)
99.5* 1999 Employee Stock Purchase Plan
99.6* 1997 Supervisory Directors' Stock Option Plan
99.7* Form of 1997 Supervisory Directors' Stock Option Agreement
* Documents incorporated by reference from the Company's Registration
Statement on Form S-1, as amended (333-87665), declared effective by the
Commission on November 19, 1999.
<PAGE>
Exhibit 5.1
[OPINION OF NAUTA DUTILH]
Metron Technology N.V.
Kabelstraat 19
1322 AD Almere
December 23, 1999
Dear Sirs,
This opinion is rendered to you in connection with the Registration Statement
on Form S-8 (the "Registration Statement"), to which a copy of this opinion
is attached as Exhibit 5.1, filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the offering by Metron
Technology N.V. (the "Company") of up to 3,124,177 common shares, with a par
value of NLG 0.96 each, (the "Shares") pursuant to the Amended and Restated
Employee Stock Option Plan (the "Employee Stock Option Plan"), the 1997
Supervisory Directors' Stock Option Plan (the "Supervisory Directors' Stock
Option Plan") and the 1999 Employee Stock Purchase Plan (the "1999 Employee
Stock Purchase Plan") collectively to be referred to herein as the "Plans".
As the basis for our opinion, we have exclusively examined the following
documents.
(i) a certified copy of a notarial deed of conversion and amendment
executed before F.W. Oldenburg on November 17, 1999, whereby the
Company was converted from a "BESLOTEN VENNOOTSCHAP MET BEPERKTE
AANSPRAKELIJKHEID" (private limited liability company) into a
"NAAMLOZE VENNOOTSCHAP" (public limited liability company) and whereby
the articles of association of the Company (the "Articles of
Association") were simultaneously amended;
<PAGE>
-2-
(ii) a facsimile copy of an extract relating to the Company, dated December
3, 1999 from the Commercial Register of the Chamber of Commerce and
Industry for Flevoland at Lelystad, The Netherlands, as appears from
an online extract of said register to be correct as of today;
(iii) a facsimile copy of a written resolution of the Supervisory Board of
the Company signed by each of the members of the said Supervisory Board
on October 19, 1999, relating to the amendment to the Supervisory
Directors' Stock Option Plan, the Employee Stock Option Plan, and the
adoption of the 1999 Employee Stock Purchase Plan;
(iv) a facsimile copy of the minutes of the general meeting of shareholders
of the Company held in Amsterdam on November 15, 1999, relating to,
inter alia, the approval of the 1999 Employee Stock Purchase Plan, the
Supervisory Directors' Stock Option Plan and the Employee Stock Option
Plan;
(v) a copy of the Registration Statement received by electronic mail on
December 21, 1999.
The resolutions referred to in (iii) and (iv) above are hereinafter collectively
referred to as the "Resolutions."
As to matters of fact, we have relied upon the documents we have examined and
upon statements or certificates of public officials.
The following opinion is limited in all respects to the laws of (i) the Kingdom
of the Netherlands excluding Aruba and the Netherlands Antilles ("The
Netherlands") with general applicability, and (ii) the European Community and
the European Union insofar as they are directly applicable in The Netherlands
("Netherlands Law") as they stand at the date hereof and as they are presently
interpreted under published case law of the courts of The Netherlands (the
"Netherlands Courts") and the European Courts of Justice, as the case may be.
Nothing in this opinion should be taken as expressing an opinion in respect of
any representation or warranties, or other information, contained in
<PAGE>
-3-
the Registration Statement. We do not express any opinion on tax laws of The
Netherlands nor on public international law, and, furthermore, also not or on
the rules of, or promulgated under or by, any treaty or treaty organization,
except insofar as such rules are directly applicable in The Netherlands.
In rendering this opinion, we have assumed that:
(a) all original documents submitted to us and reviewed by us as
originals are complete and authentic and the signatures thereon are
genuine and all documents submitted to us and reviewed by us as
drafts of documents or as photocopy or facsimile copy are in conformity
with the executed originals and such originals are complete and
authentic and the signatures thereon genuine;
(b) any document purporting to have been signed by any person other than by
or on behalf of the Company is within the power of and is or will be
duly authorized by and signed on behalf of and constitute or will
constitute the legal, valid and binding obligations, enforceable in
accordance with their terms, of such person;
(c) the Resolutions are effective on the date hereof and have been validly
adopted in accordance with the Articles of Association in force at the
respective dates thereof and Netherlands Law, and are complete and
correct and have not been nor will be, wholly or partly, revoked or
declared null and void both in and out of court; and
(d) at the time of issuance of the shares the amounts due as a result of
the obligation to pay in full ("volstortingsverplichting") shall
have been received by the Company.
Based upon and subject to the foregoing and subject to any factual matters,
documents or events not disclosed to us in the course our examination referred
to above, we are at the date hereof of the following opinion:
The Shares, when issued by the Company in full accordance with and
pursuant to the Articles of Association, Netherlands Law, the Registration
Statement and the Plans, will be validly issued and fully paid and non-
assessable ("VOLGESTORT").
We have not investigated or independently verified any factual matter disclosed
to us in the course of our examination of the above-mentioned documents.
<PAGE>
-4-
We consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such consent, we do not admit belonging to the category of
persons whose consent is required under Section 7 of the Securities Act or the
Rules or Regulations of the US Securities and Exchange Commission issued
thereunder.
Yours faithfully,
/s/ Nauta Dutilh
NAUTA DUTILH
<PAGE>
EXHIBIT 23.1
[CONSENT OF KPMG LLP, INDEPENDENT AUDITORS]
We consent to incorporation by reference in the registration statement on Form
S-8 dated December 23, 1999 of Metron Technology N.V. of our report dated
July 22, 1999, relating to the consolidated balance sheets of Metron
Technology N.V. and subsidiaries as of May 31, 1999 and 1998, and the related
consolidated statements of income, shareholders' equity and cash flows for
each of the years in the three-year period ended May 31, 1999 which report
appears in Metron's Form S-1 filed November 19, 1999.
/s/ KPMG LLP
Mountain View, California
December 22, 1999
<PAGE>
EXHIBIT 23.3
[COOLEY GODWARD LLP LETTERHEAD]
December 23, 1999
Metron Technology N.V.
1350 Old Bayshore Highway, Suite 360
Burlingame, CA 94010
Ladies and Gentlemen:
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" included in the Form S-8 Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Suzanne Sawochka Hooper
---------------------------------
Suzanne Sawochka Hooper
SSH:hhc
