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REGISTRATION NO.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KLA INSTRUMENTS CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 04-2564110
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
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160 RIO ROBLES
SAN JOSE, CALIFORNIA 95134
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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
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This registration statement, including all exhibits and attachments,
contains 9 pages. The exhibit index may be found on page 6 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.
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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 PER SHARE OFFERING PRICE REGISTRATION FEE
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Par Value $0.001 Common
Stock..................... 2,200,000 $30.88(1) $67,936,000.00 $23,426.37
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(1) 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 April 25, 1996 as reported on the National
Association of Securities Dealers Automated Quotations System.
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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 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 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.
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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 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.
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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 April 26, 1996.
KLA INSTRUMENTS CORPORATION
By: /s/ KENNETH LEVY
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Kenneth Levy,
Chief Executive Officer
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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 April 26, 1996.
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SIGNATURE TITLE
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/s/ KENNETH LEVY Chief Executive Officer, Director and Chairman
- --------------------------------------------- of the Board (Principal Executive Officer)
Kenneth Levy
/s/ KENNETH L. SCHROEDER President, Chief Operating Officer and
- --------------------------------------------- Director
Kenneth L. Schroeder
/s/ ROBERT J. BOEHLKE Vice President, Administration and Finance and
- --------------------------------------------- Chief Financial Officer (Principal Financial
Robert J. Boehlke and Accounting Officer)
/s/ EDWARD W. BARNHOLT Director
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Edward W. Barnholt
/s/ LEO J. CHAMBERLAIN Director
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Leo J. Chamberlain
/s/ ROBERT E. LORENZINI Director
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Robert E. Lorenzini
/s/ YOSHIO NISHI Director
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Yoshio Nishi
/s/ SAMUEL RUBINOVITZ Director
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Samuel Rubinovitz
/s/ DAG TELLEFSEN Director
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Dag Tellefsen
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EXHIBIT INDEX
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SEQUENTIALLY
NUMBERED PAGE
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4.1 Certificate of Incorporation, as amended, of the Company is
incorporated by reference to Exhibit 3.1 to the Company's registration
statement on Form S-3, dated February 2, 1994 (Commission File No.
0-9992)................................................................ --
4.2 Bylaws, as amended, of the Company are incorporated by reference to
Exhibit 3.2 to the Company's registration statement on Form S-3, dated
February 2, 1994 (Commission File No. 0-9992).......................... --
4.3 Amended and Restated Rights Agreement dated as of August 30, 1995
between the Company and The First National Bank of Boston, as Rights
Agent, is incorporated by reference to the Company's report on Form
8-A/A Amendment No. 1 to the Registration Statement on Form 8-A (filed
September 25, 1995, Commission File No. 0-9992))....................... --
5 Opinion re legality.................................................... --
23.1 Consent of Counsel (included in Exhibit 5)............................. --
23.2 Consent of Independent Accountants..................................... --
24 Power of Attorney (included in signature pages to this registration
statement)............................................................. --
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EXHIBIT 5
OPINION RE LEGALITY
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(GRAY CARY WARE & FREIDENRICH LETTERHEAD)
OUR FILE NO.
1110147-903201
April 26, 1996
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 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 2,200,000
shares of the Common Stock, $0.001 par value, of the Company which may be issued
pursuant to the exercise of options granted under the 1982 Stock Option Plan
(the "Plan").
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.
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 2,200,000 shares
of Common Stock which may be issued upon exercise of options granted under the
Plan 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 Plan, 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
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GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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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, 1995, which appears on page
26 of the 1995 Annual Report to Shareholders of KLA Instruments Corporation,
which is incorporated by reference in KLA Instruments Corporation's Annual
Report on Form 10-K for the year ended June 30, 1995.
/s/ PRICE WATERHOUSE LLP
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Price Waterhouse LLP
San Jose, California
April 26, 1996
