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As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COHU, INC.
------------------
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 95-1934119
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
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5755 KEARNY VILLA ROAD
SAN DIEGO, CALIFORNIA 92123
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(Address of principal executive offices) (Zip code)
COHU, INC. 1998 STOCK OPTION PLAN
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(Full title of the plan)
JOHN H. ALLEN
Vice President, Finance and Chief Financial Officer
Cohu, Inc.
5755 Kearny Villa Road
San Diego, California 92123
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(Name and address of agent for service)
(858) 541-5194
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share(2) offering price(2) registration fee(3)
---------------- ----------- ---------- --------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, 950,000 $28.69 $27,255,500 $7,195.45
par value $1.00
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(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Calculated pursuant to Rule 457(h). The maximum offering price per share is
based on the average of the high and low selling prices per share of Cohu,
Inc. Common Stock on June 29, 2000, as reported on the Nasdaq Stock Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Cohu, Inc. (the "Company") hereby incorporates by reference in this
registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
fiscal year ended December 31, 1999.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All 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 to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
Inapplicable
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Delaware law authorizes corporations to eliminate the personal liability
of directors to corporations and their stockholders for monetary damages for
breach or alleged breach of the directors' "duty of care." While the relevant
statute does not change directors' duty of care, it enables corporations to
limit available relief to equitable remedies such as injunction or rescission.
The statute has no effect on directors' duty of loyalty, acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends and approval of any transaction from which a
director derives an improper personal benefit.
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the fullest extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General
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Corporation Law of the State of Delaware provides for indemnification in terms
sufficiently broad to indemnify such individuals, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act of 1933.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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;
(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)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the 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.
(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) Filing incorporating subsequent Exchange Act documents by
reference
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
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
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reference in the 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.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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.
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 San Diego, State of California, on June 29,
2000.
COHU, INC.
By: /s/ Charles A. Schwan
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Charles A. Schwan
Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
The officers and directors of Cohu, Inc. whose signatures appear below,
hereby constitute and appoint Charles A. Schwan and John H. Allen, and each of
them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their, her or his substitutes, shall 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 indicated on June 29, 2000.
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SIGNATURE TITLE
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<S> <C>
/s/ Charles A. Schwan Chairman of the Board and Chief Executive Officer
------------------------ (Principal Executive Officer)
Charles A. Schwan
/s/ James A. Donahue President, Chief Operating Officer and
------------------------ Director
James A. Donahue
/s/ John H. Allen Vice President, Finance and Chief Financial Officer
------------------------ (Principal Financial and Accounting Officer)
John H. Allen
------------------------ Director
James W. Barnes
/s/ Harry L. Casari Director
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Harry L. Casari
------------------------ Director
Frank W. Davis
/s/ Harold Harrigian Director
------------------------
Harold Harrigian
/s/ Gene E. Leary Director
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Gene E. Leary
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EXHIBIT INDEX
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4.1 Amended and Restated Certificate of Incorporation of Cohu, Inc.
incorporated by reference to Exhibit 3.1(a) to the Cohu, Inc.
Form 10-Q for the quarterly period ended June 30, 1999.
4.1(a) Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Cohu, Inc.
4.2 Amended and Restated Bylaws of Cohu, Inc. incorporated by
reference to Exhibit 3.2 to the Company's Report on Form 8-K
filed with the Securities and Exchange Commission on December
12, 1996.
4.3 Rights Agreement dated November 15, 1996, between Cohu, Inc. and
Chase Mellon Shareholder Services, L.L.C., incorporated by
reference to Exhibit 4.1 to the Cohu, Inc. Report on Form 8-K
filed with the Securities and Exchange Commission on December
12, 1996.
4.4 Cohu, Inc. 1998 Stock Option Plan (as amended)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included in signature pages to this
registration statement)
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