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As filed with the Securities and Exchange Commission on November 13, 2000
Registration No. 333-________
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-TENCOR CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 04-2564110
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(State of incorporation) (I.R.S. Employer Identification No.)
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160 Rio Robles
San Jose, CA 95134
(Address, including zip code, of principal executive offices)
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RESTATED 1982 STOCK OPTION PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Titles of the Plans)
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STUART J. NICHOLS
VICE PRESIDENT, GENERAL COUNSEL
KLA-TENCOR CORPORATION
160 Rio Robles
San Jose, CA 95134
(Name and address of agent for service)
(408) 875-4200
(Telephone number, including area code, of agent for service)
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Copy to:
JUDITH M. O'BRIEN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Amount to be Offering Price Per Aggregate Offering Registration
Registered(1) Share Price Fee(4)
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<S> <C> <C> <C>
Common Stock, $.001 par value, to be issued 5,616,391 $27.125 (2) $152,344,605.88 $40,218.98
under the Restated 1982 Stock Option Plan
Common Stock, $.001 par value, to be issued 1,500,000 $23.05625(3) $ 34,584,375.00 $ 9,130.28
under the 1997 Employee Stock Purchase Plan
Total: 7,116,391 $186,928,980.88 $49,349.25
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(1) Amount of securities to be registered computed in accordance with Rule
457(h) of the Securities Act of 1933, as amended, as the maximum number of
the Registrant's Common Stock issuable under the plans covered by this
registration statement.
(2) Estimated in accordance with Rule 457(c) of the Securities Act solely for
the purpose of calculating the registration fee based on the average of the
high and low prices per share of the Common Stock as reported on the Nasdaq
National Market on November 10, 2000.
(3) Estimated in accordance with Rule 457(c) of the Securities Act solely for
the purpose of calculating the registration fee based on 85% of the average
of the high and low prices per share of the Common Stock as reported on the
Nasdaq National Market on November 10, 2000.
(4) Amount of registration fee was calculated pursuant to Section 6(b) of the
Securities Act which provides that the fee shall be $264 per $1,000,000 of
the proposed maximum aggregate offering price of the securities proposed to
be registered.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
KLA-Tencor Corporation (the "REGISTRANT" or the "COMPANY") hereby
incorporates by reference in this registration statement the following
documents:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 2000 (File No. 000-09992) pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT");
(b) Registrant's definitive proxy statement dated October 10, 1997, filed
in connection with the November 17, 1998 Annual Meeting of
Stockholders of the Company;
(c) Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on August 13, 1999 registering shares under the
Restated 1982 Stock Option Plan (File No. 333-85123)
(d) Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on August 7, 1998 registering shares under the
Restated 1982 Stock Option Plan (File No. 333-60887).
(e) Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on December 4, 1998 registering shares under the
1997 Employee Stock Purchase Plan (File No. 333-68415).
(f) The description of the Registrant's Common Stock as set forth in the
Registration Statement filed by the Registrant on Form 8-A on March
29, 1989 (File No. 000-09992) pursuant to Section 12(g) of the
Exchange Act and any amendments or reports thereto filed with the
Securities and Exchange Commission for the purpose of updating such
description including Amendment No. 1 to Form 8-A filed September 25,
1995 and Amendment No. 2 to Form 8-A filed September 24, 1996.
All documents subsequently filed by the Registrant 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "[a] corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful."
With respect to derivative actions, Section 145(b) of the DGCL provides in
relevant part that "[a] corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor...[by reason of his service in one of the capacities
specified in the preceding sentence] against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper."
The Company's Amended and Restated Certificate of Incorporation provides
that to the fullest extent permitted by the DGCL, no director of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director. The Amended and Restated
Certificate of Incorporation also provides that no amendment or repeal of such
provision shall apply to or have any effect on the right to indemnification
permitted thereunder with respect to claims arising from acts or omissions
occurring in whole or in part before the effective date of such amendment or
repeal whether asserted before or after such amendment or repeal.
The Company's Bylaws provide that the Company shall indemnify to the full
extent permitted by the DGCL each of its directors, officers, employees and
other agents against expenses actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
agent of the Company.
The Company has entered into indemnification agreements with its directors
and executive officers and intends to enter into indemnification agreements with
any new directors and executive officers in the future.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
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ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) 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 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.
(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) 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) 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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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 San Jose, State of California, on November 13, 2000.
KLA-TENCOR CORPORATION
By: /s/ Stuart J. Nichols
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Stuart J. Nichols, Vice President,
General Counsel
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth Levy and Stuart J. Nichols, 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 to perform any acts necessary in order to file such amendments, and each
of the undersigned does hereby ratify and confirm all that said attorneys and
agents, or their or his or her 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 and on the dates indicated.
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Signature Title Date
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/s/ Kenneth Levy Chairman of the Board and Director November 13, 2000
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Kenneth Levy
/s/ Kenneth L. Schroeder President, Chief Executive Officer November 13, 2000
--------------------------------------- and Director
Kenneth L. Schroeder (Principal Executive Officer)
/s/ John H. Kispert Chief Financial Officer November 13, 2000
--------------------------------------- (Principal Financial and
John H. Kispert Accounting Officer)
/s/ Edward W. Barnholt Director November 13, 2000
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Edward W. Barnholt
/s/ H. Raymond Bingham Director November 13, 2000
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H. Raymond Bingham
/s/ Robert T. Bond Director November 13, 2000
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Robert T. Bond
/s/ Richard J. Elkus, Jr. Director November 13, 2000
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Richard J. Elkus, Jr.
/s/ Dean O. Morton Director November 13, 2000
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Dean O. Morton
/s/ Jon D. Tompkins Director November 13, 2000
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Jon D. Tompkins
/s/ Lida Urbanek Director November 13, 2000
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Lida Urbanek
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KLA-TENCOR CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
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Exhibit
Number Description
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4.1* Certificate of Incorporation, as amended.
4.2** Bylaws of the Registrant, as amended.
4.3*** Amended and Restated Rights Agreement dated as of August 30, 1995
between the Registrant and The First National Bank of Boston, as
Rights Agent.
5.1 Opinion re: legality
10.12+ 1997 Employee Stock Purchase Plan
10.74++ Restated 1982 Stock Option Plan, as amended on November 18, 1996.
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see Page II-5)
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* Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4, dated March 11, 1997 (Commission File No.
333-23075).
** Incorporated by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-8, dated May 8, 1997 (Commission File No. 333-26681).
*** Incorporated by reference to the Registrant's report on Form 8-A/A
Amendment No. 1 to the Registration Statement on Form 8-A (filed September
24, 1996, Commission File No. 000-9992).
+ Incorporated by reference to Exhibit 10.2 to the Registrant's Registration
Statement on Form S-8, dated January 30, 1998 (Commission File No.
333-45271).
++ Incorporated by reference to Exhibit 10.74 to the Registrant's Registration
Statement on Form S-8, dated March 7, 1997. (Commission File No. 333-22941)
