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As filed with the Securities and Exchange Commission on May 18, 2000
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
KULICKE AND SOFFA INDUSTRIES, INC.
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(Exact name of issuer as specified in its charter)
Pennsylvania 23-1498399
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2101 Blair Mill Road
Willow Grove, PA 19090
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(Address of principal executive offices)
1998 EMPLOYEE INCENTIVE STOCK OPTION AND NON-QUALIFIED STOCK OPTION PLAN
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(Full title of the plan)
Clifford G. Sprague
Senior Vice President and Chief Financial Officer
2101 Blair Mill Road
Willow Grove, PA 19090
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (215) 784-6000
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Please send copies of all communications to:
H. John Michel, Jr., Esquire
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum registration
offering aggregate fee(1)
price per offering
share (1) price (1)
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Common Shares,
no par value 2,000,000 $ 55.125 $110,250,000 $ 29,106
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(1) Calculated pursuant to Rule 457(h). Computed based upon $55.125 per share,
the average of the high and low sales prices of a Common Share of the
Registrant on The Nasdaq National Market on May 15, 2000.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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We incorporate by reference into this Registration Statement the
documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act:
o Our Annual Report on Form 10-K for our fiscal year ended September 30,
1999;
o Our Quarterly Report on Form 10-Q for our fiscal quarter ended
December 31, 1999;
o Our Quarterly Report on Form 10-Q for our fiscal quarter ended March
31, 2000;
o Our Proxy Statement for our 2000 annual meeting of stockholders;
o Our Current Report on Form 8-K filed on November 30, 1999;
o Our Current Report on Form 8-K filed on December 2, 1999;
o Our Current Report on Form 8-K filed on December 9, 1999;
o Our Current Report on Form 8-K filed on December 14, 1999;
o Our Current Report on Form 8-K filed on December 16, 1999; and
o The description of our common stock contained in our registration
statement on Form 8-A12G/A filed on September 11, 1995.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Our By-laws require us 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 our director or
officer or is or was serving at our request 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, our best interests,
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 therein.
In addition, Pennsylvania law permits us to provide similar indemnification to
employees and agents who are not directors or officers. Our By-laws provide,
however, that we will not indemnify a director who has breached or failed to
perform the duties of his office in a manner that constituted self-dealing,
willful misconduct or recklessness. The determination of whether an individual
meets the applicable standard of conduct set forth in our By-laws 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 our right to procure a judgement in our favor.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not Applicable.
ITEM 8. EXHIBITS.
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Exhibit 5 Opinion of Drinker Biddle & Reath LLP, counsel to the Registrant
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants,
relating to Kulicke and Soffa Industries, Inc.
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants,
relating to Flip Chip Technologies, LLC
Exhibit 23.3 Consent of Arthur Andersen LLP, Independent Public Accountants
Exhibit 23.4 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5).
Exhibit 24 Power of Attorney (included on signature page)
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ITEM 9. UNDERTAKINGS.
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The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10 (a) (3) of
the Securities Act of 1933 (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
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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 (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.
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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 Willow Grove, Pennsylvania, on May 16, 2000.
KULICKE AND SOFFA INDUSTRIES, INC.
By:/s/ C. Scott Kulicke
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C. Scott Kulicke
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints C. Scott Kulicke and Clifford G.
Sprague, and each of them acting individually, as his attorney-in-fact, each
with full power of substitution, for him in any and all capacities, to sign any
and all amendments to this Registration Statement on Form S-8, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or any substitute, may do or cause to be done by
virtue hereof.
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>
Name Capacity Date
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<S> <C> <C>
/s/ C. Scott Kulicke Chairman and Chief Executive Officer May 16, 2000
- ------------------------------------- (Principal Executive Officer)
C. Scott Kulicke
Director May __, 2000
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James W. Bagley
/s/ John A. O'Steen Director May 16, 2000
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John A. O'Steen
/s/ Allison F. Page Director May 16, 2000
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Allison F. Page
/s/ MacDonnell Roehm, Jr. Director May 16, 2000
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MacDonnell Roehm, Jr.
/s/ Larry D. Striplin, Jr. Director May 16, 2000
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Larry D. Striplin, Jr.
Director May __, 2000
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C. William Zadel
/s/ Clifford G. Sprague Senior Vice President and Chief May 16, 2000
- ------------------------------------- Financial Officer (Principal
Clifford G. Sprague Financial and Accounting Officer)
</TABLE>
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EXHIBIT INDEX
Exhibit No. Title
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Exhibit 5 Opinion of Drinker Biddle & Reath LLP, counsel to the Registrant
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants,
relating to Kulicke and Soffa Industries, Inc.
Exhibit 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants,
relating to Flip Chip Technologies, LLC
Exhibit 23.3 Consent of Arthur Andersen LLP, Independent Public Accountants
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EXHIBIT 5
DRINKER BIDDLE & REATH LLP
ONE LOGAN SQUARE
18TH AND CHERRY STREETS
PHILADELPHIA, PA 19103-6996
May 17, 2000
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 2,000,000 Common Shares, no par value, of the Company (the "Shares") issuable
upon the exercise of options granted under the Company's 1998 Employee Incentive
Stock Option and Non-Qualified Stock Option Plan (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. In all such
examinations, we have assumed the genuineness of signatures, authenticity of
documents submitted to us as originals, the conformity to authentic original
documents of documents submitted to us as copies and the accuracy and
completeness of all records and other information made available to us by the
Company. As to various questions of fact material to our opinion, we have
relied on representations of officers of the Company.
We express no opinion concerning any laws of any jurisdiction other
than the corporation laws of the Commonwealth of Pennsylvania.
Based upon the foregoing and consideration of such questions of law as
we have deemed relevant, we are of the opinion that the issuance of the Shares
by the Company upon the exercise of options properly granted under the Plan has
been duly authorized by the necessary corporate action of the Board of Directors
of the Company, and the Shares, upon exercise of such options and payment
therefor in accordance with the terms of the Plan, will be validly issued, fully
paid and nonassessable by the Company.
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
DRINKER BIDDLE & REATH LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 6, 1999, except as to Note 15
which is as of December 15, 1999, relating to the financial statements and
financial statement schedule of Kulicke and Soffa Industries, Inc. which appears
in Kulicke and Soffa Industries, Inc.'s Annual Report on Form 10-K for the year
ended September 30, 1999.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 17, 2000
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 6, 1999 relating to the
financial statements of Flip Chip Technologies, LLC as of and for the year ended
September 30, 1999 which appears in Kulicke and Soffa Industries, Inc.'s Annual
Report on Form 10-K for the year ended September 30, 1999.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 17, 2000
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Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 19, 1998
on the financial statements of Flip Chip Technologies, LLC as of September 30,
1998 incorporated by reference in the Form 10-K of Kulicke & Soffa Industries,
Inc. for the year ended September 30, 1999 and to all references to our firm
included in this registration statement. It should be noted that we have not
audited any financial statements of Flip Chip Technologies, LLC subsequent to
September 30, 1998 or performed any audit procedures subsequent to the date of
our report.
/s/ Arthur Andersen LLP
Phoenix, Arizona
May 17, 2000
