As filed with the Securities and Exchange Commission on December 22, 1998
Registration Statement No. 333
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
KULICKE AND SOFFA INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Pennsylvania 23-1498399
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
2101 Blair Mill Road
Willow Grove, PA 19090
(Address of principal executive offices) (Zip Code)
1997 NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Jeffrey C. Moore, Esquire
General Counsel
2101 Blair Mill Road
Willow Grove, PA 19090
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (215)-784-6000
Please send copies of all communications to:
John C. Bennett, Jr., Esquire
Drinker Biddle & Reath LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee (1)
- ---------------- ---------- --------- --------- --------------------
<S> <C> <C> <C> <C>
Common Shares,
no par value 400,000 $16.781250 $6,712,500 $1,866.08
</TABLE>
(1) Calculated pursuant to Rule 457(h). Computed based upon $16.781250 per
share, the average of the high and low sales prices of a Common Share of
the Registrant on the NASDAQ National Market on December 15, 1998.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of the Registration Statement)
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the Registrants' fiscal year ended September 30, 1998; and
(c) the Form 8-A of the Registrant filed with the Securities and
Exchange Commission (the "Commission") (registering the
Registrant's Common Shares and containing a description thereof),
as amended by Form 8-Al2G filed September 8, 1995 and Form
8-A12G/A filed September 11, 1995.
All other reports and other documents filed by the Registrant (herein sometimes
referred to as the "Company") pursuant to Sections 13, 14, or 15(d) of the
Exchange Act subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all of the securities offered hereby have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such reports and documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
The Company's By-laws require the Company to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed proceeding by reason of the fact that he or she is or was a director
or officer of the Company or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such proceeding if he or she acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the Company, and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Such indemnification as to expenses is mandatory to the extent the individual is
successful on the merits or otherwise in defense of the matter or in defense of
any claim, issue or matter herein. In addition, Pennsylvania law permits the
Company to provide similar indemnification to employees and agents who are not
directors or officers. The determination of whether an individual meets the
applicable standard of conduct may be made by disinterested directors,
independent legal counsel or the shareholders. Pennsylvania law also permits
indemnification in connection with a proceeding brought by or in the right of
the Company to procure a judgement in its favor.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit 5 Opinion of Drinker Biddle & Reath LLP, counsel to the Registrant.
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP (Independent Accountants).
Exhibit 23.2 Consent of Arthur Andersen LLP (Independent Accountants)
Exhibit 23.3 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5).
Exhibit 24 Powers of Attorney of: James W. Bagley, Frederick W. Kulicke,
Jr., John A. O'Steen, Allison F. Page, MacDonell Roehm, Jr.,
Larry D. Striplin, Jr., and C. William Zadel.
Item 9. Undertakings.
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:
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<PAGE>
(i) To include any prospectus required by section 10 (a) (3) of the
Securities Act of 1933 (the "Securities Act");
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in value and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(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 (i) and (ii) of this section do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission 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, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of the
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.
(4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities
- 3 -
<PAGE>
(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 Securities Act and will be governed by the final adjudication
of such issue.
- 4 -
<PAGE>
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 Willow Grove, Pennsylvania, on December 22, 1998.
KULICKE and SOFFA INDUSTRIES, INC.
By: /s/ C. Scott Kulicke
-------------------------------
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ C. Scott Kulicke Chairman of the Board December 22, 1998
- --------------------------------- and Chief Executive
C. Scott Kulicke Officer
/s/ Clifford G. Sprague Senior Vice President December 22, 1998
- --------------------------------- and Chief Financial
Clifford G. Sprague Officer
* Director December 22, 1998
- ---------------------------------
James W. Bagley
* Director December 22, 1998
- ---------------------------------
Frederick W. Kulicke, Jr.
* Director December 22, 1998
- ---------------------------------
John A. O'Steen
* Director December 22, 1998
- ---------------------------------
Allison F. Page
* Director December 22, 1998
- ---------------------------------
MacDonell Roehm, Jr.
* Director December 22, 1998
- ---------------------------------
Larry D. Striplin, Jr.
* Director December 22, 1998
- ---------------------------------
C. William Zadel
</TABLE>
*/s/ C. Scott Kulicke
-------------------------------
C. Scott Kulicke,
Attorney-in-fact
- 5 -
<PAGE>
EXHIBIT INDEX
Exhibit No. Title
- ----------- -----
5 Opinion of Drinker Biddle & Reath LLP, counsel to the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP (Independent Accountants)
23.2 Consent of Arthur Andersen LLP (Independent Accountants)
23.3 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5).
24 Powers of Attorney of: James W. Bagley, Frederick W. Kulicke, Jr.,
John A. O'Steen, Allison F. Page, MacDonell Roehm, Jr., Larry D.
Striplin, Jr., and C. William Zadel.
- 6 -
EXHIBIT 5
DRINKER BIDDLE & REATH LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
December 22 1998
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. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of the Company's Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, (the "Registration Statement") relating
to 400,000 Common Shares, no par value, of the Company (the "Shares") issuable
upon the exercise of options granted under the Company's 1997 Non-Qualified
Stock Option Plan for Non-Employee Directors (the "Plan").
In this capacity, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Restated Articles of
Incorporation, its By-laws, resolutions of its Board of Directors and
shareholders, the Plan, and such other documents and corporate records as we
have deemed appropriate for the purpose of giving this opinion.
Based upon the foregoing and consideration of such questions of law as we
have deemed relevant, we are of the opinion that the Shares issued by the
Company upon the exercise of stock options properly granted under the Plan and
payment therefor in accordance with the terms of the Plan will be validly
issued, fully paid and nonassessable by the Company.
The opinions expressed herein are limited to the business corporation law
of the Commonwealth of Pennsylvania.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent we do not admit that we come within the
categories of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 19, 1998 which appears on
page 22 of Kulicke and Soffa Industries, Inc.'s Annual Report on Form 10-K for
the year ended September 30, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
December 22, 1998
- 8 -
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
November 19, 1998, for Flip Chip Technologies, LLC, included in Kulicke and
Soffa Industries, Inc.'s Form 10-K for the year ended September 30, 1998.
/s/ ARTHUR ANDERSEN LLP
Phoenix, Arizona
December 22, 1998
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EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint C. Scott Kulicke or Clifford G. Sprague, his attorney to do any all
acts, including the execution of documents, which said attorney, may deem
necessary or advisable to enable Kulicke and Soffa Industries, Inc. (the
"Company") to comply with the Securities Act of 1933 as amended, and the rules,
regulations and requirements of the Securities and Exchange Commission in
connection with the registration under said Act of securities of the Company to
be offered pursuant to the Company's 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors and the Kulicke & Soffa Industries, Inc. Incentive
Savings Plan (as Amended and Restated Effective January 1, 1997) including but
not limited to the power and authority to sign in the name and on behalf of the
undersigned, in any and all capacities in which the signature of the undersigned
would be appropriate, one or more registration statements on Form S-8 and any
and all post-effective amendments thereto for filing with the Securities and
Exchange Commission under the Securities Act of 1933 with respect to such
securities, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as the undersigned could
do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
11th day of November, 1998.
/s/ James W. Bagley
--------------------------
James W. Bagley
- 10 -
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint C. Scott Kulicke or Clifford G. Sprague, his attorney to do any all
acts, including the execution of documents, which said attorney, may deem
necessary or advisable to enable Kulicke and Soffa Industries, Inc. (the
"Company") to comply with the Securities Act of 1933 as amended, and the rules,
regulations and requirements of the Securities and Exchange Commission in
connection with the registration under said Act of securities of the Company to
be offered pursuant to the Company's 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors and the Kulicke & Soffa Industries, Inc. Incentive
Savings Plan (as Amended and Restated Effective January 1, 1997) including but
not limited to the power and authority to sign in the name and on behalf of the
undersigned, in any and all capacities in which the signature of the undersigned
would be appropriate, one or more registration statements on Form S-8 and any
and all post-effective amendments thereto for filing with the Securities and
Exchange Commission under the Securities Act of 1933 with respect to such
securities, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as the undersigned could
do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
11th day of November, 1998.
/s/ Fredrick W. Kulicke, Jr.
--------------------------------
Fredrick W. Kulicke, Jr.
- 11 -
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint C. Scott Kulicke or Clifford G. Sprague, his attorney to do any all
acts, including the execution of documents, which said attorney, may deem
necessary or advisable to enable Kulicke and Soffa Industries, Inc. (the
"Company") to comply with the Securities Act of 1933 as amended, and the rules,
regulations and requirements of the Securities and Exchange Commission in
connection with the registration under said Act of securities of the Company to
be offered pursuant to the Company's 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors and the Kulicke & Soffa Industries, Inc. Incentive
Savings Plan (as Amended and Restated Effective January 1, 1997) including but
not limited to the power and authority to sign in the name and on behalf of the
undersigned, in any and all capacities in which the signature of the undersigned
would be appropriate, one or more registration statements on Form S-8 and any
and all post-effective amendments thereto for filing with the Securities and
Exchange Commission under the Securities Act of 1933 with respect to such
securities, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as the undersigned could
do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
11th day of November, 1998.
/s/ John A. O'Steen
--------------------------
John A. O'Steen
- 12 -
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint C. Scott Kulicke or Clifford G. Sprague, his attorney to do any all
acts, including the execution of documents, which said attorney, may deem
necessary or advisable to enable Kulicke and Soffa Industries, Inc. (the
"Company") to comply with the Securities Act of 1933 as amended, and the rules,
regulations and requirements of the Securities and Exchange Commission in
connection with the registration under said Act of securities of the Company to
be offered pursuant to the Company's 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors and the Kulicke & Soffa Industries, Inc. Incentive
Savings Plan (as Amended and Restated Effective January 1, 1997) including but
not limited to the power and authority to sign in the name and on behalf of the
undersigned, in any and all capacities in which the signature of the undersigned
would be appropriate, one or more registration statements on Form S-8 and any
and all post-effective amendments thereto for filing with the Securities and
Exchange Commission under the Securities Act of 1933 with respect to such
securities, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as the undersigned could
do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
11th day of November, 1998.
/s/ Allison F. Page
---------------------------
Allison F. Page
- 13 -
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint C. Scott Kulicke or Clifford G. Sprague, his attorney to do any all
acts, including the execution of documents, which said attorney, may deem
necessary or advisable to enable Kulicke and Soffa Industries, Inc. (the
"Company") to comply with the Securities Act of 1933 as amended, and the rules,
regulations and requirements of the Securities and Exchange Commission in
connection with the registration under said Act of securities of the Company to
be offered pursuant to the Company's 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors and the Kulicke & Soffa Industries, Inc. Incentive
Savings Plan (as Amended and Restated Effective January 1, 1997) including but
not limited to the power and authority to sign in the name and on behalf of the
undersigned, in any and all capacities in which the signature of the undersigned
would be appropriate, one or more registration statements on Form S-8 and any
and all post-effective amendments thereto for filing with the Securities and
Exchange Commission under the Securities Act of 1933 with respect to such
securities, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as the undersigned could
do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
11th day of November, 1998.
/s/ MacDonnell Roehm, Jr.
-------------------------------
MacDonnell Roehm, Jr.
- 14 -
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint C. Scott Kulicke or Clifford G. Sprague, his attorney to do any all
acts, including the execution of documents, which said attorney, may deem
necessary or advisable to enable Kulicke and Soffa Industries, Inc. (the
"Company") to comply with the Securities Act of 1933 as amended, and the rules,
regulations and requirements of the Securities and Exchange Commission in
connection with the registration under said Act of securities of the Company to
be offered pursuant to the Company's 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors and the Kulicke & Soffa Industries, Inc. Incentive
Savings Plan (as Amended and Restated Effective January 1, 1997) including but
not limited to the power and authority to sign in the name and on behalf of the
undersigned, in any and all capacities in which the signature of the undersigned
would be appropriate, one or more registration statements on Form S-8 and any
and all post-effective amendments thereto for filing with the Securities and
Exchange Commission under the Securities Act of 1933 with respect to such
securities, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as the undersigned could
do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
11th day of November, 1998.
/s/ Larry D. Striplin, Jr.
--------------------------------
Larry D. Striplin, Jr.
- 15 -
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint C. Scott Kulicke or Clifford G. Sprague, his attorney to do any all
acts, including the execution of documents, which said attorney, may deem
necessary or advisable to enable Kulicke and Soffa Industries, Inc. (the
"Company") to comply with the Securities Act of 1933 as amended, and the rules,
regulations and requirements of the Securities and Exchange Commission in
connection with the registration under said Act of securities of the Company to
be offered pursuant to the Company's 1997 Non-Qualified Stock Option Plan for
Non-Employee Directors and the Kulicke & Soffa Industries, Inc. Incentive
Savings Plan (as Amended and Restated Effective January 1, 1997) including but
not limited to the power and authority to sign in the name and on behalf of the
undersigned, in any and all capacities in which the signature of the undersigned
would be appropriate, one or more registration statements on Form S-8 and any
and all post-effective amendments thereto for filing with the Securities and
Exchange Commission under the Securities Act of 1933 with respect to such
securities, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as the undersigned could
do if personally present.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
11th day of November, 1998.
/s/ C. William Zadel
-----------------------------
C. William Zadel
- 16 -
