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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1997
REGISTRATION NO. 33-69734
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 7 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KULICKE AND SOFFA INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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PENNSYLVANIA 23-1498399
(I.R.S. EMPLOYER IDENTIFICATION
(STATE OR OTHER JURISDICTION OF NUMBER)
INCORPORATION OF ORGANIZATION)
2101 BLAIR MILL ROAD
WILLOW GROVE, PENNSYLVANIA 19090
(215) 784-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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C. SCOTT KULICKE
KULICKE AND SOFFA INDUSTRIES, INC.
2101 BLAIR MILL ROAD
WILLOW GROVE, PENNSYLVANIA 19090
(215) 784-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JEFFREY C. MOORE, ESQ. JOHN C. BENNETT, JR., ESQ. JEFFREY D. SAPER, ESQ.
KULICKE AND SOFFA SCOTT A. BLANK, ESQ. JOHN T. SHERIDAN, ESQ.
INDUSTRIES, INC. DRINKER BIDDLE & REATH LLP WILSON SONSINI GOODRICH &
2101 BLAIR MILL ROAD PHILADELPHIA NATIONAL ROSATI
WILLOW GROVE, BANK BUILDING PROFESSIONAL CORPORATION
PENNSYLVANIA 19090 1345 CHESTNUT STREET 650 PAGE MILL ROAD
(215) 784-6000 PHILADELPHIA, PENNSYLVANIA PALO ALTO, CALIFORNIA
19107 (215) 988-2700 94304-1050
(415) 493-9300
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective and the
Underwriting Agreement is executed.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)
OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<C> <S>
5.1 Opinion of Drinker Biddle & Reath LLP.
</TABLE>
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LAW OFFICES
DRINKER BIDDLE & REATH LLP
PHILADELPHIA NATIONAL BANK BUILDING
1345 CHESTNUT STREET
PHILADELPHIA, PA 19107-3496
TELEPHONE: 215( 988-2700
TELEX: 834684
FAX: (215) 988-2757
Direct Dial Number:
(215) 988-2700
May 13, 1997
Kulicke and Soffa Industries, Inc.
2101 Blair Mill Road
Willow Grove, PA 19090
Ladies and Gentlemen:
We have acted as counsel to Kulicke and Soffa Industries, Inc., a
Pennsylvania corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission of a registration statement
on Form S-3 (No. 33-69734) under the Securities Act of 1933, as amended (the
"Registration Statement"), covering (i) 3,000,000 shares of the Company's Common
Stock, without par value (the "Common Stock") which are being sold by the
Company and (ii) up to 450,000 shares of Common Stock which the underwriters
will have an option to purchase from the Company solely to cover overallotments.
All of the shares will be sold by the underwriters for whom Montgomery
Securities, Lehman Brothers Inc. and Smith Barney Inc. are acting as
representatives (collectively, the "Underwriters").
In this connection, we have examined the originals or copies,
certified or otherwise identified to our satisfaction, of the Articles of
Incorporation and By-laws of the Company as amended through the effective date
of the Registration Statement, resolutions of the Company's Board of Directors
and such other documents and corporate records relating to the Company and the
issuance of the Common Stock as we have deemed appropriate for the purpose of
rendering this opinion. We express no opinion concerning the laws of any
jurisdiction other
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Kulicke and Soffa Industries, Inc
May 13, 1997
Page 2
than the federal law of the United States and the Business Corporation Law of
the Commonwealth of Pennsylvania.
On the basis of the foregoing, it is our opinion that (i) appropriate
corporate action has been taken to authorize the sale and issuance of up to
3,450,000 shares of Common Stock to be sold by the Company to the Underwriters
(including up to 450,000 shares to be issued pursuant to the over-allotment
option) and (ii) when issued and sold pursuant to the terms of the Underwriting
Agreement, such shares of Common Stock will be legally issued, fully paid and
nonassessable by the Company.
We hereby consent to the reference to our firm under the caption
"Legal Matters" in the prospectus included in the Registration Statement and to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
DRINKER BIDDLE & REATH
