<PAGE> 1
[GRAY CARY WARE & FREIDENRICH LETTERHEAD]
June 27, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
RE: CONFORMED COPY OF THE REGISTRATION STATEMENT ON FORM S-8 OF
1,903,229 SHARES UNDER THE KLA INSTRUMENTS CORPORATION ASSUMED
INDIVIDUAL METROLOGIX, INC. EMPLOYEE STOCK OPTION AGREEMENTS, THE
SECOND AMENDED AND RESTATED 1981 EMPLOYEE STOCK PURCHASE PLAN AND
THE 1982 STOCK OPTION PLAN
Ladies and Gentlemen:
Enclosed for EDGAR filing is a conformed copy of the above-referenced
Registration Statement, Registration No. 33-88662, including Exhibits, which
was filed on January 19, 1995. A cashier's check payable to the Securities and
Exchange Commission for the registration fee was sent on January 18, 1995.
Very truly yours,
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
By: MARILYN N. TAKETA
----------------------------
Marilyn N. Taketa
Enclosures
cc: KLA Instruments Corporation
<PAGE> 2
Registration No. 33-88662
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KLA INSTRUMENTS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 04-2564110
--------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
</TABLE>
160 Rio Robles
San Jose, California 95134
----------------------------------------------------
(Address of principal executive offices) (Zip code)
KLA INSTRUMENTS CORPORATION
ASSUMED INDIVIDUAL METROLOGIX, INC. EMPLOYEE STOCK OPTION AGREEMENTS
KLA INSTRUMENTS CORPORATION
SECOND AMENDED AND RESTATED 1981 EMPLOYEE STOCK PURCHASE PLAN
KLA INSTRUMENTS CORPORATION 1982 STOCK OPTION PLAN
--------------------------------------------------
(Full title of the plan)
Kenneth Levy
Chief Executive Officer
KLA Instruments Corporation
160 Rio Robles
San Jose, California 95134
---------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 408/434-4200
This registration statement, including all exhibits and attachments, contains
18 pages. The exhibit index may be found on page 13 of the consecutively
numbered pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
1
<PAGE> 3
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assumed Individual Metrologix, Inc. Employee Stock Option Agreements
- --------------------------------------------------------------------
Par Value $0.001
Common Stock 332 4.69(1) 1,557.08 0.54
2897 15.70 45,482.90 15.68
Second Amended and Restated 1981 Employee Stock Purchase Plan
- -------------------------------------------------------------
Par Value $0.001
Common Stock 300,000 40.96(2) 12,288,000.00 4,237.27
1982 Stock Option Plan
- ----------------------
Par Value $0.001
Common Stock 1,600,000 48.19(3) 77,104,000.00 26,587.77
TOTAL 1,903,229 $89,439,039.98 $30,841.26
</TABLE>
____________
(1) For shares subject to outstanding but unexercised options,
the price is computed on the basis of the exercise price.
(2) Estimated pursuant to Rule 457 solely for purposes of
calculating the registration fee. The price is based upon 85% of
the average of the high and low prices of the Common Stock on
January 12, 1995, as reported on the National Association of
Securities Dealers Automated Quotations system.
(3) Estimated pursuant to Rule 457 solely for purposes of
calculating the registration fee. The price is based upon the
average of the high and low prices of the Common Stock on January
12, 1995, as reported on the National Association of Securities
Dealers Automated Quotations system.
2
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
KLA Instruments Corporation (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 Sections 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
latest fiscal year ended June 30, 1994, as filed with the Commission.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the latest 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
The class of securities to be offered is registered under Section 12
of the Exchange Act.
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
3
<PAGE> 5
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 By-Laws of the Company provide for indemnification of its directors,
officers, employees and agents to the full 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 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.
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
4
<PAGE> 6
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 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.
5
<PAGE> 7
SIGNATURE
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 Jose, State of
California, on January 18, 1995.
KLA INSTRUMENTS CORPORATION
By: /s/ Kenneth Levy
-----------------------------------
Kenneth Levy, Chief Executive
Officer
6
<PAGE> 8
POWER OF ATTORNEY
The officers and directors of KLA Instruments Corporation whose
signatures appear below, hereby constitute and appoint Kenneth Levy and Kenneth
L. Schroeder, 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 or his
substitutes, shall do or cause to be done by virtue hereof. 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 indicated
on January 18, 1995.
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------------------------------------------------
<S> <C>
/s/ Kenneth Levy
- ------------------------------
Kenneth Levy Chief Executive Officer, Director and
Chairman of the Board (Principal Executive
Officer)
/s/ Kenneth L. Schroeder
- ------------------------------
Kenneth L. Schroeder President, Chief Operating Officer and
Director
/s/ Robert J. Boehlke
- ------------------------------
Robert J. Boehlke Vice President, Administration and Finance
and Chief Financial Officer (Principal
Financial and Accounting Officer)
- ------------------------------
Leo J. Chamberlain Director
- ------------------------------
Robert E. Lorenzini Director
- ------------------------------
Yoshio Nishi Director
- ------------------------------
Samuel Rubinovitz Director
- ------------------------------
Dag Tellefsen Director
</TABLE>
7
<PAGE> 9
POWER OF ATTORNEY
The officers and directors of KLA Instruments Corporation whose
signatures appear below, hereby constitute and appoint Kenneth Levy and Kenneth
L. Schroeder, 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 or his
substitutes, shall do or cause to be done by virtue hereof. 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 indicated
on January 18, 1995.
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------------------------------------------------
<S> <C>
- ------------------------------
Kenneth Levy Chief Executive Officer, Director and
Chairman of the Board (Principal Executive
Officer)
- ------------------------------
Kenneth L. Schroeder President, Chief Operating Officer and
Director
- ------------------------------
Robert J. Boehlke Vice President, Administration and Finance
and Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ Leo J. Chamberlain
- ------------------------------
Leo J. Chamberlain Director
- ------------------------------
Robert E. Lorenzini Director
- ------------------------------
Yoshio Nishi Director
- ------------------------------
Samuel Rubinovitz Director
- ------------------------------
Dag Tellefsen Director
</TABLE>
8
<PAGE> 10
POWER OF ATTORNEY
The officers and directors of KLA Instruments Corporation whose
signatures appear below, hereby constitute and appoint Kenneth Levy and Kenneth
L. Schroeder, 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 or his
substitutes, shall do or cause to be done by virtue hereof. 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 indicated
on January 18, 1995.
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------------------------------------------------
<S> <C>
- ------------------------------
Kenneth Levy Chief Executive Officer, Director and
Chairman of the Board (Principal Executive
Officer)
- ------------------------------
Kenneth L. Schroeder President, Chief Operating Officer and
Director
- ------------------------------
Robert J. Boehlke Vice President, Administration and Finance
and Chief Financial Officer (Principal
Financial and Accounting Officer)
- ------------------------------
Leo J. Chamberlain Director
/s/ Robert E. Lorenzini
- ------------------------------
Robert E. Lorenzini Director
- ------------------------------
Yoshio Nishi Director
- ------------------------------
Samuel Rubinovitz Director
- ------------------------------
Dag Tellefsen Director
</TABLE>
9
<PAGE> 11
POWER OF ATTORNEY
The officers and directors of KLA Instruments Corporation whose
signatures appear below, hereby constitute and appoint Kenneth Levy and Kenneth
L. Schroeder, 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 or his
substitutes, shall do or cause to be done by virtue hereof. 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 indicated
on January 18, 1995.
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------------------------------------------------
<S> <C>
- ------------------------------
Kenneth Levy Chief Executive Officer, Director and
Chairman of the Board (Principal Executive
Officer)
- ------------------------------
Kenneth L. Schroeder President, Chief Operating Officer and
Director
- ------------------------------
Robert J. Boehlke Vice President, Administration and Finance
and Chief Financial Officer (Principal
Financial and Accounting Officer)
- ------------------------------
Leo J. Chamberlain Director
- ------------------------------
Robert E. Lorenzini Director
/s/ Yoshio Nishi
- ------------------------------
Yoshio Nishi Director
- ------------------------------
Samuel Rubinovitz Director
- ------------------------------
Dag Tellefsen Director
</TABLE>
10
<PAGE> 12
POWER OF ATTORNEY
The officers and directors of KLA Instruments Corporation whose
signatures appear below, hereby constitute and appoint Kenneth Levy and Kenneth
L. Schroeder, 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 or his
substitutes, shall do or cause to be done by virtue hereof. 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 indicated
on January 18, 1995.
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------------------------------------------------
<S> <C>
- ------------------------------
Kenneth Levy Chief Executive Officer, Director and
Chairman of the Board (Principal Executive
Officer)
- ------------------------------
Kenneth L. Schroeder President, Chief Operating Officer and
Director
- ------------------------------
Robert J. Boehlke Vice President, Administration and Finance
and Chief Financial Officer (Principal
Financial and Accounting Officer)
- ------------------------------
Leo J. Chamberlain Director
- ------------------------------
Robert E. Lorenzini Director
- ------------------------------
Yoshio Nishi Director
/s/ Samuel Rubinovitz
- ------------------------------
Samuel Rubinovitz Director
- ------------------------------
Dag Tellefsen Director
</TABLE>
11
<PAGE> 13
POWER OF ATTORNEY
The officers and directors of KLA Instruments Corporation whose
signatures appear below, hereby constitute and appoint Kenneth Levy and Kenneth
L. Schroeder, 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 or his
substitutes, shall do or cause to be done by virtue hereof. 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 indicated
on January 18, 1995.
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------------------------------------------------
<S> <C>
- ------------------------------
Kenneth Levy Chief Executive Officer, Director and
Chairman of the Board (Principal Executive
Officer)
- ------------------------------
Kenneth L. Schroeder President, Chief Operating Officer and
Director
- ------------------------------
Robert J. Boehlke Vice President, Administration and Finance
and Chief Financial Officer (Principal
Financial and Accounting Officer)
- ------------------------------
Leo J. Chamberlain Director
- ------------------------------
Robert E. Lorenzini Director
- ------------------------------
Yoshio Nishi Director
- ------------------------------
Samuel Rubinovitz Director
/s/ Dag Tellefsen
- ------------------------------
Dag Tellefsen Director
</TABLE>
12
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered Page
-------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of KLA Instruments --
Corporation, a Delaware corporation, and amendments
thereto, is incorporated by reference to the exhibit to the
Company's registration statement on Form S-8 (No. 33-42982;
filed effective September 26, 1991)
4.2 Bylaws, as amended, of KLA Instruments Corporation, a --
Delaware corporation, are incorporated by reference to the
exhibits to the Company's annual report on Form 10-K (filed
effective September 25, 1991)
4.3 Stockholders Rights Plan is incorporated by reference to --
the Company's report on Form 8-A (filed effective March 23,
1989)
5 Opinion re legality 14
23.1 Consent of Counsel (included in Exhibit 5) --
23.2 Consent of Independent Accountants 17
24 Power of Attorney (included in signature pages to this --
registration statement)
</TABLE>
13
<PAGE> 1
EXHIBIT 5
OPINION RE LEGALITY
14
<PAGE> 2
[GRAY CARY WARE & FREIDENRICH LETTERHEAD]
January 18, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: KLA INSTRUMENTS CORPORATION - REGISTRATION STATEMENT ON FORM
S-8 REGISTERING SHARES ISSUABLE UNDER CERTAIN INDIVIDUAL STOCK
OPTION AGREEMENTS, THE SECOND AMENDED AND RESTATED 1981
EMPLOYEE STOCK PURCHASE PLAN AND THE 1982 STOCK OPTION PLAN
Ladies and Gentlemen:
As legal counsel for KLA Instruments Corporation, a Delaware
corporation (the "Company"), we are rendering this opinion in connection with
the registration under the Securities Act of 1933, as amended, of up to
1,903,229 shares of the Common Stock, $0.001 par value, of the Company which
may be issued pursuant to the exercise of options and purchase rights granted
under the 37 individual Metrologix, Inc. Employee Stock Option Agreements
assumed by KLA Instruments Corporation (the "Agreements"), the KLA Instruments
Corporation Second Amended and Restated 1981 Employee Stock Purchase Plan and
the 1982 Stock Option Plan (collectively the "Plans").
We have examined all instruments, documents and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we
express no opinion concerning any law other than the law of the State of
California, the corporation laws of the State of Delaware and the federal law
of the United States.
15
<PAGE> 3
Securities and Exchange Commission
Page 2
As to matters of Delaware corporation law, we have based our opinion
solely upon our examination of such laws and the rules and regulations of the
authorities administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice in
jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the 1,903,229
shares of Common Stock which may be issued upon exercise of options and
purchase rights granted under the Agreements and the Plans are duly authorized
shares of the Company's Common Stock, and, when issued against payment of the
purchase price therefor in accordance with the provisions of the Agreements and
the Plans, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
16
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
17
<PAGE> 2
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 26, 1994, which appears on page
24 of the 1994 Annual Report to Stockholders of KLA Instruments Corporation,
which is incorporated in KLA Instruments Corporation's Annual Report on Form
10-K for the year ended June 30, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page 20 of such Annual Report on form 10-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
San Jose, California
January 13, 1995
18
