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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A12G/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KULICKE AND SOFFA INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-1498399
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(State of Incorporation (IRS Employer Identification Number)
or organization)
2101 Blair Mill Road
Willow Grove, Pennsylvania 19090
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of the Company consists of
50,000,000 shares of Common Stock, without par value, and
5,000,000 shares of preferred stock, without par value.
The holders of the Common Stock are entitled to one vote per
share for each share held of record on all matters submitted to a
vote of shareholders. Subject to preferential rights with respect
to any series of preferred stock that may be issued, holders of
the Common Stock are entitled to receive ratably such dividends
as may be declared by the Board of Directors on the Common Stock
out of funds legally available therefor, and in the event of a
liquidation, dissolution or winding-up of the affairs of the
Company, are entitled to share equally and ratably in all
remaining assets and funds of the Company. In the election of
directors, the holders of the Common Stock may multiply the
number of votes the shareholder is entitled to cast by the total
number of directors to be elected at a meeting of shareholders
and cast the whole number of votes for one candidate or
distribute them among some or all candidates. The holders of the
Common Stock have no preemptive rights or rights to convert
shares of the Common Stock into any other securities, are not
subject to future calls or assessments by the Company and have no
right of redemption.
The Company, by resolution of the Board of Directors and
without any further vote or action by the shareholders, has the
authority to issue preferred stock in one or more classes or
series and to fix from time to time the number of shares to be
included in each such series and the designations,
preferences, qualifications, limitations, restrictions and
special or relative rights of the shares of each such series.
The ability of the Company to issue preferred stock, while
providing flexibility in connection with possible acquisitions
and other corporate purposes, could adversely affect the voting
power of the holders of the Common Stock and could have the
effect of making it more difficult for a person to acquire,
or of discouraging a person from acquiring, control of the
Company.
The Company's By-laws provide for a classified Board of
Directors consisting of four classes as nearly equal in size as
the then authorized number of directors constituting the Board of
Directors permits. At each annual meeting of shareholders, the
class of directors to be elected at such meeting will be elected
for a four-year term and the directors in the other three classes
will continue in office. Each class shall hold office until the
date of the fourth annual meeting for the election of directors
following the annual meeting at which such director was elected.
As a result, approximately one-fourth of the Board of Directors
will be elected each year. Under the Pennsylvania Business
Corporation Law of 1988, as amended (the "BCL"), in the case of a
corporation having a classified board, shareholders may remove a
director only for cause. This provision, when coupled with the
provision of the By-laws authorizing the Board of Directors to
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fill vacant directorships, precludes a shareholder from removing
incumbent directors without cause and simultaneously gaining
control of the Board of Directors by filling the vacancies
created by such removal with its own nominees.
The Company's By-laws provide that no director of the
Company shall be personally liable to the Company or its
shareholders unless the director has breached or failed to
perform the duties of his office and the breach or failure to
perform constituted self-dealing, willful misconduct or
recklessness. The effect of this provision is to limit the
ability of the Company and its shareholders (through shareholder
derivative suits on behalf of the Company) to recover monetary
damages against a director for breach of certain fiduciary duties
as a director (including breaches resulting from grossly
negligent conduct). This provision does not, however, exonerate
the directors from liability (i) pursuant to any criminal statute
or (ii) for the payment of taxes pursuant to federal, state or
local law. The By-laws of the Company provide for
indemnification of the officers and directors of the Company to
the fullest extent permitted by applicable law.
The Company's Articles of Incorporation include provisions
that may have an anti-takeover effect. The Articles of
Incorporation prohibit the Company from engaging in certain
business combinations with any "20% Shareholder" (as defined)
unless such business combination was approved by the Board of
Directors before the 20% Shareholder became a 10% Shareholder (as
defined), is approved by 70% of the Continuing Directors (as
defined) of the Company or is approved by the affirmative vote of
the holders of at least 80% of the outstanding shares of all
classes and series of the Company's capital stock voting as a
single class (85% with respect to certain mergers in which the
shareholders do not receive a specified amount of cash per share)
and by the holders of 66 2/3% of the outstanding shares of the
Company's capital stock other than the shares beneficially owned
by the 20% Shareholder (75% with respect to the mergers referred
to above). Moreover, the Company, unless approved by 70% of the
Continuing Directors and except for certain self-tenders, is
prohibited from purchasing shares of its capital stock or, other
than in the ordinary course of business, purchasing or selling
assets or providing or receiving services from any 10%
Shareholder without the affirmative vote of the holders of at
least 50% of the outstanding shares of capital stock other than
the shares beneficially owned by the 10% Shareholder.
The BCL includes additional provisions that may have an
anti-takeover effect. The following summary of the BCL provisions
applicable to the Company does not purport to be complete and is
qualified in its entirety by reference to the BCL.
(i) Business Combination Transactions. The BCL prohibits a
corporation from engaging in any merger or other business
combination with an "interested shareholder" or an
affiliate thereof unless (A) the business combination or
the acquisition of shares in which a person becomes an
interested shareholder is approved by the Board of
Directors before the shareholder becomes an "interested
shareholder," (B) the interested shareholder owns 80% of
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the corporation's outstanding voting shares and the
business combination satisfies certain "fair price"
criteria and is approved by the holders of a majority of
the remaining shares, or (C) the holders of a majority of
the voting shares (excluding those held by the interested
shareholder unless the fair price criteria are satisfied)
approve the business combination at a meeting held no
earlier than five years after the interested shareholder's
acquisition date. An "interested shareholder" is any
beneficial owner of 20% or more of the voting shares of a
corporation or an affiliate of the corporation who was at
any time within the five year period prior to the date in
question a beneficial owner of 20% or more of the voting
shares of the corporation.
(ii) Directors' Standard of Care. The BCL expressly permits
directors of a corporation to consider the interests of
constituencies other than shareholders, such as employees,
suppliers, customers and the community, in discharging
their duties. In April 1990, the BCL was amended to
provide, among other things, that directors need not, in
their consideration of the best interests of the
corporation, consider any particular constituency's
interest, including the interests of shareholders, as the
dominant or controlling interest. Further, the BCL, as
amended in April 1990, expressly provides that directors
do not violate their fiduciary duty solely by relying on
"poison pills" or anti-takeover provisions of the BCL.
The effect of the above-described provisions, as well as the
classification of the Company's Board of Directors, may be to
deter hostile takeovers at a price higher than the prevailing
market price for the Common Stock. In some circumstances, certain
shareholders may consider these anti-takeover provisions to have
disadvantageous effects. Tender offers or other non-open market
acquisitions of stock are frequently made at prices above the
prevailing market price of a company's stock. In addition,
acquisitions of stock by persons attempting to acquire control
through market purchases may cause the market price of the stock
to reach levels that are higher than would otherwise be the case.
These anti-takeover provisions may discourage any or all of such
acquisitions, particularly those of less than all of the Common
Stock, and may thereby prevent certain holders of Common Stock
from having an opportunity to sell their stock at a temporarily
higher market price.
The April 1990 amendments to the BCL contain two additional
provisions that would have also automatically applied to the
Company had its Board of Directors not acted by July 26, 1990 to
opt out of them. The Board of Directors of the Company amended
the By-laws on June 26, 1990 to opt out of the "control share"
provision, which limits the voting power of shareholders owning
20 percent or a more of a corporation's voting stock, and the
"disgorgement" provision, which permits a corporation to recover
profits resulting from the sale of shares in certain situations,
including those where an individual or group attempts to acquire
at least 20 percent of the corporation's voting shares.
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Item 2. Exhibits.
3.(i) The Registrant's Form of Amended Articles of
Incorporation.
3.(ii) The Registrant's Bylaws as amended and restated on June
26, 1990.
4 Specimen Common Share Certificate.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
KULICKE AND SOFFA INDUSTRIES, INC.
By:
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Clifford G. Sprague
Senior Vice President and Chief
Financial Officer
Date: September 7, 1995
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EXHIBIT INDEX
Exhibit
Number Exhibit Name
3.(i) The Registrant's Form of Articles of Incorporation
as amended and restated as of February 21, 1986.
3.(ii) The Registrant's Bylaws as amended
and restated on June 26, 1990.
4 Specimen Common Stock Certificate
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Exhibit 3.(i)
FORM OF ARTICLES OF INCORPORATION
OF KULICKE AND SOFFA INDUSTRIES, INC.
AS AMENDED AND RESTATED AS OF FEBRUARY 21, 1986
1. The name of the corporation is Kulicke and Soffa
Industries, Inc.
2. The location of its registered office in this
Commonwealth is 507 Prudential Road, Horsham, Pennsylvania 19044.
3. The purpose or purposes of the corporation are to engage
in and to do any lawful act concerning any or all lawful business
for which corporations may be incorporated under the Business
Corporation Law of the Commonwealth of Pennsylvania.
4. The term of the corporation's existence is perpetual.
5. The aggregate number of shares which the corporation
shall have authority to issue is 55,000,000 consisting of
50,000,000 shares of Common Stock without par value and 5,000,000
shares of Preferred Stock, without par value. The Board of
Directors is authorized, subject to limitations prescribed by law
and the provisions of this Article 5, to provide for the issuance
of shares of Preferred Stock, including one or more series of
such stock, and to fix, from time to time by resolution, the
number of shares to be included in each such series, and the
designations, preferences, qualifications, limitations,
restrictions, and special or relative rights of the shares of
each such series.
6. For the purposes of this Article 6, the term "Business
Combination" shall mean any one or more of the following
transactions:
A. Any merger or consolidation of the corporation or any
Subsidiary thereof with or into any 20% Shareholder or any
other corporation which is, or after such merger or
consolidation would be, an Affiliate of a 20% Shareholder; or
B. Any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in a single transaction or in a series of
related transactions) of assets of the corporation or any of its
subsidiaries to any 20% Shareholder or any Affiliate of any 20%
Shareholder if the aggregate value of such assets is equal to or
greater than 10% of this corporation's consolidated shareholder's
equity; or
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C. The issuance or transfer by this corporation or by
any (subsidiary in a single transaction or a series or related
transactions) of any securities of this corporation or any
subsidiary to any 20% Shareholder or any Affiliate of any 20%
Shareholder in exchange for cash, securities or property, or any
combination thereof, having an aggregate fair market value equal
to or greater than ten percent (10%) of this corporation's
consolidated shareholders' equity; or
D. Any reclassification of securities, recapitalization,
reorganization of this corporation or any merger or consolidation
of this corporation with any of its Subsidiaries, or any similar
transaction which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding capital
stock beneficially owned by any 20% Shareholder or the
proportionate number of votes which may be cast in an election of
directors in respect of the shares of this corporation's capital
stock beneficially owned by any 20% Shareholder; or
E. The adoption of any plan of dissolution, liquidation
or partial liquidation which calls for distribution of assets in
kind to any 20% Shareholder or any Affiliate of a 20%
Shareholder; or
F. Any merger, consolidation, recapitalization,
reorganization, dissolution or other similar transaction in which
a 20% Shareholder and/or Affiliates of such 20% Shareholder,
receives cash, securities or other property which is different in
kind or amount from the distribution made in the transaction to
all other holders of Common Stock and in which all holders of the
Common Stock of this corporation do not receive in cash an amount
per share at least as great as the highest price at which such
20% Shareholder or Affiliate of such 20% Shareholder has
acquired shares of this corporation's Common Stock at or
subsequent to the time such 20% Shareholder acquired a beneficial
interest in 10% or more of the outstanding shares of any class or
series of any capital stock in this corporation. If such 20%
Shareholder or any Affiliate of such 20% Shareholder has acquired
shares other than for each, the price at which such shares shall
be deemed to have been acquired shall be determined by the
Continuing Directors of this corporation and such determination
of a majority of such Continuing Directors of this corporation
shall be conclusive for the purposes of this Article 6:
provided, however, that no transaction described in Subparagraphs
A through F above shall constitute a Business Combination:
(i) if the Board of Directors has by resolution
authorized or ratified the execution and delivery of
a written agreement in principle, memorandum of
understanding, letter of intent, agreement or plan
respecting such transaction prior to the time that
any 20% Shareholder involved in such transaction
acquired beneficial ownership of more than 10% of the
outstanding shares of any class or series of any
capital stock of this corporation, or
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(ii) if 70% of the Continuing Directors have approved
the transaction prior to its submission to the
shareholders.
No Business Combination described in Subparagraphs A through
E above shall be entered into by this corporation without the
affirmative vote of the holders of at least 80% of the
outstanding shares of all classes and series of this
corporation's capital stock, voting as a single class, and the
affirmative vote of the holders of at least 66 2/3% of all shares
of this corporation's capital stock, other than the shares
beneficially owned by the 20% Shareholder and no Business
Combination described in Subparagraph F above shall be entered
into by this corporation without the affirmative vote of the
holders of at least 85% of the outstanding shares of all classes
and series of this corporation's capital stock, voting as a
single class, and the affirmative vote of the holders of at least
75% of all shares of this corporation's capital stock other than
the shares of this corporation's capital stock other than the
shares beneficially owned by the 20% shareholder.
This corporation shall not purchase any shares of its
capital stock or, other than in the ordinary course of business,
purchase any assets from, sell any assets to, obtain any services
from or provide any services to any 10% Shareholder or any
Affiliate thereof without the affirmative vote of the holders of
at least 50% of the outstanding shares of all classes and series
of this corporation's capital stock, voting as a single class,
and the affirmative vote of the holders of 50% of all shares of
this corporation's capital stock other than the shares
beneficially owned by the 10% Shareholder; provided, however,
that such vote of the shareholders shall not be required if the
transaction is approved and authorized by the affirmative vote of
70% of the Continuing Directors of this corporation, or if the
transaction is pursuant to a tender offer made by this
corporation to its own shareholders and no 10% Shareholder or
Affiliate of a 10% Shareholder is permitted by the terms of the
tender offer to tender a greater proportion of the shares
beneficially owned by such 10% Shareholder and the Affiliates of
such 10% Shareholder that such shares so held by such 10%
Shareholder and his Affiliates represent as a proportion of the
outstanding shares of the class being tendered for by the
corporation. The corporation is hereby specifically authorized to
set appropriate conditions to any tender offer made by it
limiting the shares to be tendered by 10% Shareholders and their
Affiliates and/or the shares which the corporation is required to
accept from 10% Shareholders and their Affiliates in any tender
offer to such percentages of the shares beneficially owned by 10%
Shareholder and their Affiliates as the Board of Directors deems
to be in the best interests of the corporation, provided,
however, that the provisions of this paragraph shall not apply to
purchases by this corporation of its own capital stock on the
over-the-counter market or on any exchange other than purchases
effected on such markets in a "cross" transaction or by pre-
arrangement, with a 10% Shareholder or an Affiliate of a 10%
Shareholder.
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For the purposes of this Article 6:
A. A "person" shall mean an individual, partnership,
group, firm, corporation or other entity.
B. A "20% Shareholder" shall mean any person (other
than this corporation or a subsidiary thereof) who or
which, as of the record date for determination of
shareholders entitled to notice of and to vote on the
Business Combination or other transaction which is a
subject of this Article 6, or who or which,
immediately prior to the consummation of such
transaction: (i) is the beneficial owner, directly or
indirectly, of 20% or more of the outstanding shares
of any class or series of this corporation's capital
stock, (ii) is an Affiliate of this corporation and at
any time within two years prior thereto was the
beneficial owner, directly or indirectly, of 20% or
more of the outstanding shares of any class or series
of this corporation's capital stock.
C. A "10% Shareholder" shall mean any person (other
than this corporation or a subsidiary thereof) who or
which, as of the record date for determination of
shareholders entitled to notice of and to vote on the
Business Combination or other transaction which is a
subject of this Article 6, or who or which,
immediately prior to the consummation of such
transaction: (i) is the beneficial owner, directly or
indirectly, of 10% or more of the outstanding shares
of any class or series of this corporation's capital
stock, (ii) is an Affiliate of this corporation and at
any time within two years prior thereto was the
beneficial owner, directly or indirectly, of 10% or
more of the outstanding shares of any class or series
of this corporation's capital stock.
D. A person shall be deemed the "beneficial owner" of
any shares of this corporation's capital stock:
(i) which such person or any of such person's
Affiliates would be deemed to be the beneficial
owner under Section 13D of the Securities
Exchange Act of 1934 and the Regulations of the
Securities and Exchange Commission thereunder, and
(ii) all shares of this corporation's capital stock
beneficially owned by such person's Associates, and
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(iii) all shares beneficially owned by any member of
any partnership, limited partnership, syndicate or
other group, and by any Affiliates and Associates of
any member of any such entity of which such person
would be deemed a member under the provisions of
Section 13 of the Securities Exchange Act of 1934 and
the Regulations of the Securities and Exchange
Commission thereunder.
E. A "Continuing Director" shall mean (i) a person who
is a member of the Board of Directors of the corporation
and has served as such continuously from a date prior to the
date on which the 20% Shareholder or the 10% shareholder, as
the case may be, whose holdings would give rise to the
application of any of the provisions of this Article 6,
acquired 10% of more of the outstanding shares of any class
or series of the capital stock of this corporation, and (ii)
any person designated, prior to such person's initial
election or appointment as a director, as a Continuing
Director by a majority of the Continuing Directors.
F. "Affiliate" of a person shall mean any person
controlling, controlled by, or under control with, such
person and any person acting in concert with, or as part of
a group, with such person.
G. "Associate" of a person shall mean a relative, by
blood, marriage or adoption, of closer relationship than
second cousin, all relatives sharing the same domicile as a
person, all trusts for the benefit of a person or any of
such person's Affiliates or of which a person or an
Affiliate of such person serves as trustee.
H. "Subsidiary" means any corporation, association,
partnership or other entity in which this corporation holds
an equity interest equal to or larger than 50% of the
outstanding equity securities or has the right to cast on
any matter at least 50% of the votes which the holders of
all equity security holders are entitled to cast.
A majority of the Continuing Directors shall have the power
and duty to determine, for the purposes of this Article 6, on the
basis of the information available to them: (i) the number of
shares of capital stock beneficially owned by any person, (ii)
whether a person is an Affiliate or Associate, and (iii) who are
members of any group.
The amendment, alteration, change or repeal of this Article
6, or any part thereof, shall require the affirmative vote of the
holders of at least 80% of the outstanding shares of all classes
and series of this corporation's capital stock, voting as a
single class, and the affirmative vote of the holders of 66 2/3%
of all shares of this corporation's capital stock other than
shares beneficially owned by 20% Shareholders.
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Whenever the By-Laws of this corporation provide for a
classified Board of Directors of three or more classes, no
amendment to the By-Laws adopted by the shareholders shall (A)
reduce the number of classes of directors below three classes or
(b) increase or decrease the total number of directors or the
number or directors in any class unless adopted by the
affirmative vote of the holders of at least 80% of the
outstanding shares of all classes and series of this
corporation's capital stock voting as a single class and the
affirmative vote of the holders of 66 2/3% of all shares of this
corporation's capital stock other than shares beneficially owned
by the 20% Shareholders. Nothing in this paragraph shall limit or
prevent the Board of Directors from adopting resolutions
increasing or decreasing the number of classes of directors, the
number of directors in any class or the total number of directors
constituting the entire Board of Directors.
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Exhibit 3.(ii)
KULICKE AND SOFFA INDUSTRIES, INC.
BY-LAWS
As Amended and Restated on June 26, 1990
ARTICLE I - OFFICES
1. Registered Office. The registered office of the
Corporation shall be at:
2101 Blair Mill Road, Willow Grove, PA 19090
2. Other Offices. The Corporation may also have offices at
such other places as the Board of Directors may from time to time
appoint or the business of the Corporation may require.
ARTICLE II - SEAL
1. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words
"Corporate Seal, Pennsylvania."
ARTICLE III - SHAREHOLDERS' MEETING
1. Place of Meeting. Meetings of the shareholders shall be
held at the office of the Corporation at 2101 Blair Mill Road,
Willow Grove, Pa. or at such other place or places, either
within or without the Commonwealth of Pennsylvania, as may from
time to time be selected.
2. Annual Meeting. The annual meeting of stockholders for
the election of Directors and for the transaction of such other
business as may properly come before said meeting shall be at
such time as may be fixed by the Board of Directors on the
second Tuesday in February in each year, but if such date be a
legal holiday under the laws of the Commonwealth of Pennsylvania,
then at the same hour on the next succeeding day not a holiday
under the laws of said state. If the election of Directors shall
not be held on the day designated herein therefor, the Board
shall call a meeting forthwith for the election of Directors.
3. Voting. In all elections for directors cumulative voting
shall be allowed. No share shall be voted at any meeting upon
which any installment is due and unpaid.
4. Notice of Meetings. Except as provided in Section 1707
of the Pennsylvania Business Corporation Law of 1988, written
notice of every meeting of shareholders shall be given in any
manner permitted by law by or at the direction of the Secretary
or such other person as is authorized by the Board of Directors
to each shareholder of record entitled to receipt thereof, at
least five days prior to the day named for the meeting, unless
a greater period of notice is required by law in a particular
case.
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5. Judges of Election. In advance of any meeting of
shareholders, the Board of Directors may appoint judges of
election, who need not be shareholders, to act at such meeting
or any adjournments thereof. If judges of election be not so
appointed, the chairman of any such meeting may, and on the
request of any shareholder or his proxy, shall make such
appointment at the meeting. The number of judges shall be one
or three. If appointed at a meeting on the request of one or
more shareholders or proxies, the majority of shares present
and entitled to vote shall determine whether one or three
judges are to be appointed. On request of the chairman of the
meeting, or of any shareholder or his proxy, the judges shall
make a report in writing of any challenge or question or
matter determined by them, and execute a certificate of any
fact found by them. No person who is a candidate for office
shall act as a judge.
6. Special Meetings. Special meetings of the shareholders
may be called at any time by the Board of Directors, by the
Chairman of the Board or by the President of the Corporation.
Business transacted at all special meetings shall be confined to
the objects stated in the call and matters germane thereto.
ARTICLE IV - DIRECTORS
1. Number and Term of Office. The number of Directors of
the Corporation shall be not less than four nor more than twelve
and shall be divided into four classes. Upon the expiration
of the term of each class, directors of that class shall be
elected by the shareholders for four-year terms. The Board of
Directors shall, from time to time, designate by resolution
the number of directors which shall constitute the entire
Board of Directors and the number of directors which shall
constitute each class, which numbers shall remain in effect
until modified or changed by the Board of Directors; provided,
however, that the number of directors in each class shall be
as nearly equal as possible and no change in the number of
directors constituting the whole Board or any class of
directors shall affect the incumbency or term of office of any
incumbent director.
2. Vacancies. Vacancies in the Board of Directors shall be
filled by a majority of the remaining members of the Board,
though less than a quorum, and each person so elected shall be
a director until the next selection of the class for which the
director has been chosen, and until his successor has been
selected and qualified or until his earlier death, resignation
or removal.
3. Resignations. Any director may resign at any time by
giving written notice to the Board of Directors, the President or
the Secretary. The resignation shall be effective upon receipt
thereof or at such subsequent time as may be specified in the
notice of resignation. Unless otherwise specified therein,
the acceptance of such resignation shall no be necessary to
make it effective.
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4. Annual Meeting. Immediately after each annual election
of directors, the Board of Directors shall meet for the purpose
of organization, election of officers, and the transaction of
other business at the place where such election of directors
was held. Notice of such meeting need not be given. In the
absence of a quorum at said meeting, the same may be held at
any other time and place which shall be specified in a notice
given as hereinafter provided for special meetings of the
Board of Directors.
5. Regular Meetings. Regular meetings of the Board shall be
held at such time and place as shall be designated from time to
time by the Board. Notice of such meetings need not be given.
If the date fixed for any such regular meeting be a legal
holiday under the laws of the State where such meeting is to
be held, then the same shall be held on the next succeeding
secular day not a legal holiday under the laws of said State,
or at such other time as may be determined by resolution of
the Board. At such meetings the directors may transact such
business as may be brought before the meeting.
6. Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board, by the President or by two
or more of the directors, and shall be held at such time and
place as designated in the call for the meeting. Notice of
such special meeting shall be given by or at the direction of
the person or persons authorized to call such meeting to each
director at least three days prior to the day named for the
meeting. At such meetings the directors may transact such
business as may be brought before the meeting.
7. Organization. Every meeting of the Board of Directors
shall be presided over by the Chairman of the Board, if one has
been selected and is present, and, if not, the President, or in
the absence of the Chairman of the Board and the President, a
chairman chosen by a majority of the directors present. The
Secretary, or in his absence, a person appointed by the
Chairman, shall act as secretary.
8. Compensation. The Board of Directors shall, from time to
time, set the compensation to be received by the Directors, as
such, which may be in such forms as the Board of Directors
determine including, without limitation, fixed sums, expenses
for attendance at meetings, quarterly or annual honorariums,
the grant of stock options, and/or other payments in cash or
in stock of this Corporation. Nothing herein contained shall
preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
9. Committees. The Board of Directors may establish one or
more Committees to exist of one or more directors of the
Corporation. Any committee, to the extent provided by the
Board of Directors, shall have and may exercise all of the
powers and authority of the Board of Directors except that a
committee shall not have any power or authority as to the
following: (i) the submission to shareholders of any action
requiring approval of shareholders under the Pennsylvania
Business Corporation Law of 1988; (ii) the creation or filling
of vacancies in the Board of Directors; (iii) the adoption,
amendment or repeal of the bylaws; (iv) the amendment or
<PAGE>
repeal of any resolution of the Board that by its term is
amendable or repealable only by the Board; (v) action on
matters committed by the bylaws or resolution of the Board of
Directors to another committee of the Board.
10. Use of Conference Telephone Equipment. Unless the Board
of Directors determines otherwise in a particular case, one or
more persons may participate in any meeting of the Board of
Directors by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other; however, the
use of such equipment is not a matter of right for any person.
Participation in a meeting by means of such equipment shall
constitute presence in person at such meeting.
11. Liability of Directors. Directors of this Corporation
shall not be personally liable for monetary damages as such for
any action taken, or failure to take any action, unless:
(a) The director has breached or failed to perform the
duties of his office, and
(b) The breach or failure to perform constituted self-
dealing, willful misconduct, or recklessness;
provided, however, that the provisions of this bylaw shall not
apply to the responsibility or liability of a director pursuant
to any criminal statute or the liability of a director for the
payment of taxes pursuant to local, State or Federal law.
12. Indemnification. The Corporation shall and hereby
agrees to indemnify any person who was or is 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. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which 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 reasonable cause to believe
that his conduct was unlawful.
<PAGE>
The Corporation shall had hereby agrees to 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 the fact that he is or was a director, officer,
employee or agent of the Corporation, 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)
actually and reasonably incurred by him or 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 response of any claim, issue
or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the
court of common pleas of the county in which the registered
office of the Corporation is located 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 indemnify for such expenses which the court of common
pleas or such other court shall deem proper.
To the extent that a director, officer, employee or agent of
a business corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in the foregoing paragraphs of this bylaw or in defense of any
claim, issue or matter therein, he shall be indemnified against,
and the Corporation hereby agrees to indemnify him against,
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
The foregoing undertakings of the Corporation set forth in
this Article IV, Section 12 shall be subject to the following
provisions and conditions:
(a) Any indemnification under the provisions of this bylaw
set forth above (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in such
provisions of this bylaw. Such determination shall be made:
(1) By the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to such
action, suit or proceeding, or
(2) If such a quorum is not obtainable, or, even if
obtainable if a majority vote of a quorum of disinterested
directors so directs, by independent legal counsel in a
written opinion, or
(3) By the shareholders.
<PAGE>
(b) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided in subparagraph
(a) of this bylaw upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to
be indemnified by the Corporation as authorized in this bylaw.
In addition to the indemnity provided for above, the
Corporation shall and hereby agrees to indemnify any person who
was or is party to any threatened, pending or completed action,
suit or proceeding, whether civil, administrative or
investigative (whether or not the action is by or in the right of
the Corporation), by reason of the fact that he is or was a
director of the Corporation 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 unless the director has breached or
failed to perform the duties of his office and such breach or
failure to perform constituted self-dealing, willful misconduct
or recklessness. The undertakings of the Corporation will set
forth in this paragraph of Article VI of Section 12 of these
bylaws is subject to the provisions set forth in subparagraphs
(a) and (b) immediately above.
The indemnification provided by this bylaw shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any other by law,
agreement, vote of shareholders or disinterested directors of
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure tot he benefit of the heirs,
executors and administrators of such person.
ARTICLE V - OFFICERS
1. General. The officers of the Corporation shall be a
Chairman of the Board, a President, a Secretary and a Treasurer,
and may include one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such
other officers as the Board of Directors may authorize from time
to time.
2. Compensation. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.
3. Election and Term of Office. The officers of the
Corporation shall be elected or appointed by the Board of
Directors and each shall serve at the pleasure of the Board.
4. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors, the President or
the Secretary. The registration shall be effective upon receipt
thereof or at such subsequent time as may be specified in the
notice of resignation. Unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to
make it effective.
<PAGE>
5. Chairman of the Board. The Chairman of the Board shall
be the chief executive officer of the Corporation, he or the Vice
Chairman, if any, shall preside at all meetings of the
shareholders and directors; he shall have general and active
management of the business of the Corporation, shall see that
all orders and resolutions of the Board are carried into effect,
subject, however, to the right of the directors to delegate any
specific powers, except such as may be by statute exclusively
conferred on the chief executive officer, to any other officer or
officers of the Corporation. He shall have the power to execute
bonds, mortgages and other contracts requiring a seal, under the
seal of the Corporation. He shall have the general powers and
duties of supervision and management usually vested in the chief
executive officer of a corporation.
6. The President. The President shall be the chief
operating officer of the Corporation. He shall have the general
powers and duties of supervision and management usually vested in
the chief operating officer of a corporation and he shall also
have such authority and perform such duties as from time to time
shall be prescribed by the Board or delegated to him by the
Chairman of the Board.
7. The Vice Presidents. In the absence or disability of the
President or when so directed by the Chairman of the Board or
the President, any Vice President designated by the Board of
Directors may perform all the duties of the President, and,
when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the President; provided,
however, that no Vice President shall act as a member of or as
chairman of any committee of the Board of which the President
is a member or chairman by designation or ex-officio, unless
such Vice President is a member of the Board of Directors and
has been designated expressly by the Board as the alternate to
the President for purposes of service on such committee. The
Vice Presidents shall perform such other duties as from time
to time may be assigned to them respectively by the Board, the
Chairman of the Board or the President.
8. The Secretary. The Secretary shall record all the votes
of the shareholders and of the directors and the minutes of the
meetings of the shareholders and of the Board of Directors in
a book or books to be kept for that purpose and shall perform
like duties for all committees of the Board of Directors when
required; he shall see that notices of meetings of the Board
and shareholders are given and that all records and reports
are properly kept and filed by the Corporation as required by
law; he shall be the custodian of the seal of the Corporation
and shall see that it is affixed to all documents to be
executed on behalf of the Corporation under its seal; and, in
general, he shall perform all duties incident to the office of
Secretary, and such other duties as may from time to time be
assigned to him by the Board, the Chairman of the Board or the
President.
9. Assistant Secretaries. In the absence or disability of
the Secretary or when so directed by the Secretary, any Assistant
Secretary may perform all the duties of the Secretary, and,
when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the Secretary. The Assistant
Secretaries shall perform such other duties as from time to
time may be assigned to them respectively by the Board of
<PAGE>
Directors, the Chairman of the Board, the President, or the
Secretary.
10. The Treasurer. The Treasurer shall have charge of all
receipts and disbursements of the Corporation and shall have
or provide for the custody of its funds and securities; he
shall have full authority to receive and give receipts for all
money due and payable to the Corporation, and to endorse
checks, drafts, and warrants in its name and on its behalf and
to give full discharge of the same; he shall deposit all funds
of the Corporation, except such as may be required for current
use, in such banks or other places of deposit as the Board of
Directors or officers designated by the Board of Directors may
from time to time designate; he shall render to the President,
the Chairman of the Board and the Directors, at the regular
meetings of the Board, or whenever they may require it, an
account of all his transactions as Treasurer and of the
financial condition of the Corporation; and, in general, he
shall perform all duties incident to the office of Treasurer
and such other duties as may from time to time be assigned to
him by the Board, the Chairman of the Board or the President.
11. Assistant Treasurers. In the absence or disability of
the Treasurer or when so directed by the Treasurer, any Assistant
Treasurer may perform all the duties of the Treasurer, and,
when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the Treasurer. The Assistant
Treasurers shall perform such other duties as from time to
time may be assigned to them respectively by the Board of
Directors, the Chairman of the Board, the President, or the
Treasurer.
ARTICLE VI. SHARE CERTIFICATES; TRANSFER
1. Share Certificates. Share certificates in the form
prescribed by the Board of Directors shall be numbered and shall
be signed by the Chairman of the Board or the President and by
the Secretary or an Assistant Secretary of the Corporation,
but such signatures may be facsimiles, engraved or printed.
In case any officer who has signed, or whose facsimile
signature has been placed upon, any share certificate shall
have ceased to be such officer because of death, resignation,
or otherwise, before the certificate is issued, it may be
issued by the Corporation with the same effect as if the
officer had not ceased to be such at the date of its issue.
2. Transfer of Shares. Transfers of shares shall be made on
the books of the Corporation upon surrender of the certificates
therefor, endorsed by the person named in the certificate or by
attorney, lawfully constituted in writing. No transfer shall be
made inconsistent with the provisions of 13 Pa.C.S. Div. 8
(relating to investment securities), as amended or supplemented
from time to time.
<PAGE>
3. Lost or Destroyed Share Certificates. Any person
claiming a share certificate to be lost or destroyed shall make
an affidavit or affirmation of that fact and advertise the same
in such manner as the Board of Directors may require, and shall
give the Corporation a bond of indemnity with sufficient surety
to protect the Corporation or any person injured by the issue of
a new certificate from any liability or expense which it or they
may incur by reason of the original certificate remaining
outstanding, whereupon a new certificate may be issued of the
same tenor and for the same number of shares as the one alleged
to be lost or destroyed, but also subject to the approval of the
Board of Directors.
ARTICLE VII. MISCELLANEOUS
1. Borrowing, etc. No officer, agent or employee of the
Corporation shall have any power or authority to borrow money
on its behalf, to pledge its credit, or to mortgage or pledge
its real or personal property, except within the scope and to
the extent of the authority delegated by resolution of the
Board of Directors. Authority may be given by the Board for
any of the above purposes and may be general or limited to
specific instances.
2. Deposits and Investments. All funds of the Corporation
shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies, or other
depositaries, or invested in such manner, as the Board of
Directors or an officer designated by the Board of Directors
may approve or designate, and all such funds shall be
withdrawn only upon checks signed by, and all such investments
shall be disposed of only by, such officers or employees as
the Board or an officer designated by the Board of Directors
shall from time to time determine.
3. Fiscal Year. The Fiscal year of the Corporation shall
begin on the first day of October in each year.
4. Non-applicability of Certain Provisions of Law. The
provisions of Subchapter G and H of Chapter 25 of the
Pennsylvania Business Corporation Law of 1988, as amended, and
any corresponding provisions of succeeding law, shall not be
applicable to the Corporation.
ARTICLE VIII. AMENDMENTS
1. These bylaws may be amended or repealed, or new bylaws
may be adopted, either (i) by vote of the shareholders at any
duly organized annual or special meeting of shareholders, or (ii)
with respect to those matters that are not by statute
committed exclusively to the shareholders and regardless of
whether the shareholders have previously adopted or approved
the bylaw being amended or repealed, by the Board of
Directors. Any change in these bylaws shall take effect when
adopted unless otherwise provided in the resolution effecting
the change. No provision of these bylaws shall vest any
property right in any shareholder as such.
<PAGE>
Exhibit 4
[Kulicke & Soffa Logo]
KULICKE AND SOFFA INDUSTRIES, INC.
Incorporated under the laws of the Commonwealth of Pennsylvania
Common Stock CUSIP 501242 10 1
(see reverse for certain definitions)
THIS IS TO CERTIFY that ___________________________________
is the owner of _____________________________________ fully-paid
and non-assessable shares of the COMMON STOCK without par value
of Kulicke and Soffa Industries, Inc. transferable on the books
of the Corporation by the holder hereof in person or by duly
authorized attorney upon surrender of this Certificate properly
endorsed.
The Corporation will furnish to any shareholder, upon
request and without charge, a statement of the designations,
voting rights, preferences, limitations and special rights of the
shares of each class or series authorized to be issued so far as
they have been fixed and determined and the authority of the
board of directors to fix and determine the designations, voting
rights, preferences, limitations and special rights of the
classes and series of shares of the Corporation.
This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated:
/s/ Susan L. Waters /s/ C. Scott Kulicke
------------------- ---------------------
Assistant Secretary Chairman of the Board
[CORPORATE SEAL]
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT________Custodian________ under Uniform Gifts
(Cust) (Minor)
to Minors Act __________ (State)
<PAGE>
Additional abbreviations may also be used though not in the
above list.
For Value Received, ______ hereby sell, assign and transfer
unto
Please insert Social Security or
other identifying number of assignee
____________________
_________________________________________________________________
(please print or typewrite name and address, including zip code,
of assignee)
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
_________________________________________________________________
Attorney to transfer the said stock on the books of the within
named Corporation with full power of substitution in the
premises.
Dated______________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the certificate in every
particular, without alteration or enlargement or any change
whatever.
