<PAGE> 1
As filed with the Securities and Exchange Commission on March 20, 1995
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
SILICON VALLEY GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware 94-2264681
- ------------------------ -----------------------------------
(State of Incorporation) (I.R.S Employer Identification No.)
2240 RINGWOOD AVENUE
SAN JOSE, CALIFORNIA 95131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1987 STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
-------------------------
PAPKEN S. DER TOROSSIAN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SILICON VALLEY GROUP, INC.
2240 RINGWOOD AVENUE
SAN JOSE, CALIFORNIA 95131
(408) 434-0500
(Name, address and telephone number of agent for service)
-------------------------
COPY TO:
ROBERT T. CLARKSON, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION(2)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$0.01 par value, issuable under
1987 Stock Option Plan. . . . . . 1,000,000 shares $23.375 $27,375,000 $9,439.00
=============================================================================================================================
</TABLE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended the
prospectus relating hereto also relates to shares registered under Form S-8
Registration Statement No. 33-85020.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the Common Stock as
reported in the Nasdaq National Market on March 15, 1995.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into the Prospectus relating to
this Registration Statement pursuant to Rule 428 the following documents and
information heretofore filed with the Securities and Exchange Commission:
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(b) Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994.
(c) The description of the Company's Common Stock to be offered
hereby, which is incorporated by reference to the Company's Registration
Statement on Form 8-A filed pursuant to Section 13 of the 1934 Act on
November 23, 1983, as amended by subsequently filed 1934 Act reports.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its officers, directors, employees or agents in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act. Section VIII of the Restated Certificate of Incorporation
of the Company provides for indemnification of its directors to the fullest
extent permitted by the Delaware General Corporation Law and Article VI of the
Bylaws of the Company provides for indemnification of directors and officers of
the Company to the fullest extent permitted by the Delaware General Corporation
Law.
The Company maintains policies of insurance under which directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might
be imposed as a result of such actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers. The
Company has
II-1
<PAGE> 3
also entered into agreements with its directors and officers to provide
indemnification and advancement of expenses under certain circumstances.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the question
has already 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
4.1 The Company hereby agrees to file, upon request of the
Commission, a copy of all instruments not otherwise filed with
respect to long-term debt of the Company or any of its
subsidiaries for which the total amount of debt authorized under
such instrument does not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis.
4.2 Article IV of Certificate of Incorporation of Registrant(1).
5.1 Opinion of counsel as to legality of securities being registered.
10.1 1987 Stock Option Plan, as amended.
23.1 Independent Auditors consent.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see p. II-4).
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</TABLE>
(1) Incorporated by reference from Exhibits to Report on Form 8-K filed on
March 2, 1995.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement.
II-2
<PAGE> 4
(b) The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned Registrant hereby undertakes 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.
(d) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Delaware Corporation Law, the
Certificate of Incorporation of the Registrant, the By-Laws of Registrant and
the indemnification agreements described in Item 6 of Part II of this
Registration Statement, or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Silicon Valley Group, Inc., a corporation organized and existing
under the laws of the State of Delaware, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on this 20th day of March, 1995.
SILICON VALLEY GROUP, INC.
By: /s/ Papken S. Der Torossian
---------------------------------
Papken S. Der Torossian, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Papken S. Der Torossian and Russell G.
Weinstock, and each of them, as his true and lawful attorney-in-fact and agent,
each with full power of substitution and resubstitution, for him in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully and
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, 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>
Signature Title Date
---------------------------------- --------------------------------------------- ------------------
<S> <C> <C>
/s/ Papken S. Der Torossian Chairman of the Board of Directors and Chief March 20, 1995
---------------------------------- Executive Officer (Principal Executive
(Papken S. Der Torossian) Officer)
/s/ Russell G. Weinstock Vice President of Finance and Chief March 20, 1995
---------------------------------- Financial Officer (Principal Financial and
(Russell G. Weinstock) Accounting Officer)
/s/ William A. Hightower Director March 20, 1995
----------------------------------
(William A. Hightower)
/s/ William L. Martin Director March 20, 1995
----------------------------------
(William L. Martin)
/s/ John B. McBennett Director March 20, 1995
----------------------------------
(John B. McBennett)
/s/ Larry W. Sonsini Director March 20, 1995
----------------------------------
(Larry W. Sonsini)
/s/ Nam P. Suh Director March 20, 1995
----------------------------------
(Nam P. Suh)
</TABLE>
II-4
<PAGE> 6
SILICON VALLEY GROUP, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- --------------------------------------------------------
<S> <C>
4.1 The Company hereby agrees to file, upon request of
the Commission, a copy of all instruments not otherwise
filed with respect to long-term debt of the Company or any
of its subsidiaries for which the total amount of debt authorized
under such instrument does not exceed 10% of the total assets
of the Company and its subsidiaries on a consolidated basis.
4.2 Article IV of Certificate of Incorporation of Registrant(1)
5.1 Opinion of counsel as to legality of securities being
registered.
10.1 1987 Stock Option Plan, as amended.
23.1 Independent Auditors consent.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see p. II-4).
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</TABLE>
(1) Incorporated by reference from Exhibits to Report on Form 8-K filed with
the Commission on March 2, 1995.
<PAGE> 1
Exhibit 5.1
March 20, 1995
Silicon Valley Group, Inc.
2240 Ringwood Avenue
San Jose, CA 95131
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about March 20, 1995 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an additional 1,000,000
shares of your Common Stock (the "Shares") under the 1987 Stock Option Plan
(the "Plan"). As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings proposed
to be taken by you in connection with the issuance and sale of the Shares
pursuant to the Plan.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Plan, and upon
completion of the actions being taken in order to permit such transactions to
be carried out in accordance with the securities laws of the various states
where required, the Shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
<PAGE> 1
Exhibit 10.1
SILICON VALLEY GROUP, INC.
1987 STOCK OPTION PLAN
(AS AMENDED TO OCTOBER 20, 1993, OCTOBER 31, 1994 AND DECEMBER 13, 1994)
1. PURPOSE.
The purpose of the Silicon Valley Group, Inc. 1987 Stock Option Plan
is to enable the Company to grant to key employees and directors an opportunity
to acquire Stock, thereby providing them with an inducement to remain in the
service of the Company and contribute to its success, and to aid in attracting
other capable personnel. Some or all of the options granted to employees under
the Plan may be intended to qualify as "incentive stock options" under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. DEFINITIONS.
As used in this Plan:
A. "Applicable Laws" means the legal requirements relating to the
administration of stock option plans under state corporate and securities laws
and the Code.
B. "Board" means the Board of Directors of the Company.
C. "Committee" means the Committee, if any, appointed by the
Board from among its members in accordance with Section 3 of the Plan. If no
Committee has been appointed, "Committee" shall refer to the Board, unless the
context indicates otherwise.
D. "Company" means Silicon Valley Group, Inc. and any parent or
majority-owned subsidiary corporation.
E. "Plan" means the Silicon Valley Group, Inc. 1987 Stock Option
Plan, as amended from time to time.
F. "Rule 16b-3" means Rule 16b-3 of the Securities Exchange Act
of 1934 or any successor to Rule 16b-3, as in effect when discretion is being
exercised with respect to the Plan.
G. "Stock" means the common stock of the Company.
3. ADMINISTRATION.
A. PROCEDURE.
(i) ADMINISTRATION WITH RESPECT TO DISCRETIONARY OPTION
GRANTS. With respect to discretionary option grants made to employees, the
Plan shall be administered by (A) the Board, if the Board may administer the
Plan in compliance with the rules governing a plan intended to qualify as a
discretionary plan under Rule 16b-3, or (B) a Committee designated by the Board
to administer the Plan, which Committee shall be constituted to comply with the
<PAGE> 2
rules governing a plan intended to qualify as a discretionary plan under Rule
16b-3. Once appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time
the Board may increase the size of the Committee and appoint additional
members, remove members (with or without cause) and substitute new members,
fill vacancies (however caused), and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent permitted by the
rules governing a plan intended to qualify as a discretionary plan under Rule
16b-3.
(ii) ADMINISTRATION WITH RESPECT TO AUTOMATIC GRANTS TO
NON-EMPLOYEE DIRECTORS. Automatic grants to directors who are not employees of
the Company shall be pursuant to a non-discretionary formula as set forth in
Section 8 hereof and shall not be subject to any discretionary administration.
B. AUTHORITY OF THE COMMITTEE. Subject to the provisions of the
Plan, the Committee shall have the sole authority to determine:
(i) the persons to whom options to purchase shares of
Stock shall be granted;
(ii) the number of shares to be optioned to each option;
(iii) the price to be paid for the shares upon the exercise
of each option;
(iv) the period within which each option may be exercised,
including any vesting requirements; and
(v) the terms and conditions of each stock option
agreement to be entered into between the Company and the optionee.
C. RULES AND REGULATIONS. The Committee shall have full and
complete authority to promulgate such rules and regulations as it deems
necessary or desirable for administering and interpreting the Plan. Any
determination, decision, computation or interpretation of the Plan by the
committee shall be conclusive as to any interested person.
D. INCENTIVE STOCK OPTION STATUS. The determination of whether
options granted to employees under the Plan are intended to qualify as
incentive stock options shall be indicated in the stock option agreement for
each option.
4. ELIGIBILITY.
A. DISCRETIONARY STOCK OPTIONS. Discretionary grants of
incentive stock options and nonstatutory stock options may be granted only to
employees. If otherwise eligible, an employee who has been granted an option
may be granted additional options.
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<PAGE> 3
B. NON-EMPLOYEE DIRECTOR STOCK OPTIONS. Non-employee directors
shall be eligible to receive only nonstatutory stock options pursuant to
Section 8 hereof.
5. STOCK SUBJECT TO PLAN.
There shall be a total of 3,200,000 shares of Stock subject to
purchase upon the exercise of options granted under the Plan, as adjusted in
accordance with Section 9. For options outstanding under the Plan, shares of
Stock will be reserved for issuance from the Company's authorized but unissued
Stock. If any option granted under the Plan shall expire or terminate for any
reason without having been exercised in full, the unpurchased shares shall
again be available for the purposes of the Plan.
6. TERMS AND CONDITIONS OF OPTIONS.
Each option granted under the Plan shall be evidenced by a stock
option agreement between the optionee and the Company and, except as otherwise
provided with respect to automatic grants to non-employee directors pursuant to
Section 8 hereof, shall be subject to the following terms and conditions and to
such other terms and conditions not inconsistent herewith as the Committee may
deem appropriate in each case:
A. OPTION PRICE. The price to be paid for shares of Stock upon
the exercise of an option shall be determined by the Committee at the time the
option is granted but shall in no event be less than one hundred percent (100%)
of the fair market value of the shares of Stock on the date the option is
granted as determined by the Committee. If a trading market exists for the
Stock, the fair market value of the shares of Stock shall not be less than the
closing price for the Stock as reported by the principal trading market for the
Stock for the date the option is granted (or if there was no trade on such
date, then the closing price on the most recent date on which trading in the
Stock occurred).
B. PERIOD OF OPTION. The period or periods within which an
option may be exercised shall be determined by the Committee at the time the
option is granted but shall in no event exceed ten years from the date the
option is granted.
C. PAYMENT FOR STOCK. Payment for each share of Stock purchased
under an option shall be made at the time of purchase (i) in cash; (ii) in
shares of Stock, in good form for transfer, owned by the optionee (but not any
Stock acquired by the optionee within six months preceding the payment date
pursuant to any Company stock option, stock purchase or other stock incentive
plan); or (iii) by a combination of such Stock and cash, unless the Committee
in its sole discretion requires that payment be made in cash. No share of
Stock shall be issued until full payment therefor has been made.
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<PAGE> 4
D. STOCK APPRECIATION RIGHTS.
(i) With respect to discretionary option grants only, the
Committee in its discretion may provide that any option by its terms may permit
the participant, upon exercise of an option, to elect, in lieu of payment for
Stock, to receive payment from the Company of any of the following:
(a) cash equal to the excess of the value of one
share over the option price times the number of shares as to which the option
is exercised;
(b) the number of full shares having an aggregate
value equal to the cash amount calculated under alternative (i); or
(c) any combination of cash and Stock having an
aggregate value equal to the cash amount calculated under alternative (i).
(ii) Any election to receive payment from the Company in
any of the forms above shall satisfy the conditions of Rule 16b-3 to the extent
necessary for the transaction to be exempt from liability under Section 16(b)
of the Securities Exchange Act of 1934.
E. NONTRANSFERABILITY. An option shall be nontransferable,
except by will or the laws of descent and distribution, and shall be
exercisable during the optionee's lifetime only by the optionee.
F. NOT AN EMPLOYMENT AGREEMENT. Nothing in this Plan or in any
option granted hereunder shall affect the right of the Company to terminate at
any time and for any reason the employment of any employee or the tenure of any
director to whom an option has been granted hereunder.
G. VALUE LIMITATION. Effective for all options granted after
December 31, 1986, the aggregate fair market value (determined as of the time
the option is granted) of all shares of Stock with respect to which incentive
stock options are exercisable for the first time by an option holder during any
calendar year, when combined with all other incentive stock options of the
Company granted since January 1, 1987, shall not exceed $100,000.
H. EFFECTIVE DATE OF GRANT. The date of grant of options
hereunder shall be deemed to be the date of the action by the Committee,
notwithstanding that issuance of the option may be conditioned on the execution
of a stock option agreement.
I. LIMITATION OF NUMBER OF SHARES. The following limitations
shall apply to grants of options to employees hereunder:
(i) No employee shall be granted, in any fiscal year of
the Company, options to purchase more than 250,000 shares of Stock.
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<PAGE> 5
(ii) The foregoing limitation shall be adjusted
proportionately in connection with any change in the Company's capitalization
as described in Section 9 hereof.
(iii) If an option is canceled in the same fiscal year of
the Company in which it was granted (other than in connection with a
transaction described in Section 9, the canceled option will be counted against
the limit set forth in Section 6(I)(i). For this purpose, if the exercise
price of an option is reduced, the transaction will be treated as a
cancellation of the option and the grant of a new option.
7. STOCK ISSUANCE AND RIGHTS AS STOCKHOLDERS.
Notwithstanding any other provision of the Plan, no optionee shall
have any right as a stockholder of the Company until the date he or she is
issued a stock certificate.
8. AUTOMATIC STOCK OPTION GRANTS TO NON-EMPLOYEE DIRECTORS.
A. PROCEDURE FOR GRANTS. The provisions set forth in this
Section 8(A) shall not be amended more than once every six months, other than
to comport with changes in the Code, the Employee Retirement Income Security
Act of 1974, as amended, or the rules thereunder. All grants of options
hereunder shall be automatic and non-discretionary and shall be made strictly
in accordance with the following provisions:
(i) No person shall have any discretion to select which
non-employee directors shall be granted options or to determine the number of
shares to be covered by options granted to non-employee directors.
(ii) Each non-employee director shall be automatically
granted an option to purchase 10,000 shares (the "First Option") upon the date
on which such person first becomes a non-employee director, whether through
election by the stockholders of the Company or appointment by the Board of
Directors to fill a vacancy. The preceding sentence notwithstanding, no
non-employee director who was a director immediately prior to becoming a
non-employee director shall be granted a First Option.
(iii) After the First Option has been granted to a
non-employee director, such non-employee director shall thereafter be
automatically granted each year an option to purchase 5,000 shares (a
"Subsequent Option") on the date of each annual meeting of the shareholders of
the Company.
(iv) The number of shares subject to a First Option or a
Subsequent Option shall be proportionately adjusted upon any adjustment of
shares as described in Section 9.
(v) Notwithstanding the provisions of subsections (ii)
and (iii) hereof, in the event that an automatic grant hereunder would cause
the number of shares subject to outstanding options plus the number of shares
previously purchased upon exercise of options to exceed the number of shares
available for issuance under the Plan, then each such automatic grant shall be
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<PAGE> 6
for that number of shares determined by dividing the total number of shares
remaining available for grant by the number of non- employee directors on the
automatic grant date. Any further grants shall then be deferred until such
time, if any, as additional shares become available for grant under the Plan.
(vi) The terms of an option granted hereunder shall be as
follows:
a. the term of the option shall be ten (10) years.
b. the option shall be exercisable only while the
non-employee director remains a Director of the Company, or within one year
thereafter (but not beyond the expiration of the option term and only to the
extent vested at the date of termination).
c. the exercise price per share shall be 100% of
the fair market value per share on the date of grant of the option.
d. the option shall become exercisable as follows:
(a) If it is a First Option, it shall
become exercisable cumulatively in installments of 2,500 shares per year,
beginning on the date of such non-employee director's election to the Board of
Directors.
(b) If it is a Subsequent Option, it
shall become exercisable cumulatively in installments of 1,250 shares per year.
B. CONSIDERATION FOR EXERCISING NON-EMPLOYEE DIRECTOR STOCK
OPTIONS. The consideration to be paid for the shares to be issued upon
exercise of an automatic non-employee director option shall consist entirely of
cash, check, other shares of common stock which (i) either have been owned by
the Optionee for more than six (6) months or were not acquired, directly or
indirectly from the Company and (ii) have a fair market value on the date of
surrender equal to the aggregate exercise price of the shares as to which said
option shall be exercised, or any combination of such methods of payment.
9. ADJUSTMENT OF SHARES.
In the event of changes in the outstanding Stock of the Company by
reason of stock dividends, mergers, split-ups, consolidations,
recapitalizations, reorganizations or like events (as determined by the
Committee), an appropriate adjustment shall be made by the Committee in the
number of shares of Stock reserved under the Plan and in the number of shares
of Stock and the option price per share specified in any stock option agreement
with respect to any unpurchased shares. The determination of the Committee as
to what adjustments shall be made shall be conclusive.
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<PAGE> 7
10. SECURITIES LAW REQUIREMENTS.
A. INVESTMENT REPRESENTATION. The Committee may require any
person, as a condition of either the grant or the exercise of an option
pursuant to this Plan, to represent and establish to the satisfaction of the
Committee that all shares of Stock acquired upon the exercise of such option
will be acquired for investment and not for distribution.
B. REGISTRATION REQUIREMENTS. No shares of Stock shall be issued
upon the exercise of any option if counsel for the Company determines that
there has not been met any applicable registration requirements under the
Securities Act of 1933 or the Securities Exchange Act of 1934, any applicable
listing requirement of any stock exchange on which the Stock is listed or any
other applicable provision of state or federal law.
11. AMENDMENT.
A. AMENDMENT AND TERMINATION. The Board may at any time amend,
alter, suspend or terminate the Plan. However, no provisions as they relate to
nondiscretionary grants to non-employee directors may be amended more than once
every six months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder.
B. STOCKHOLDER APPROVAL. The Company shall obtain stockholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Rule 16b-3 or with Section 422 of the Code (or any successor rule or
statute or other applicable law, rule or regulation, including the requirements
of any exchange or quotation system on which the Common Stock is listed or
quoted). Such stockholder approval, if required, shall be obtained in such a
manner and to such a degree as is required by the applicable law, rule or
regulation.
C. EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Committee, which
agreement must be in writing and signed by the Optionee and the Company.
D. EXPIRATION. This Plan shall expire on December 31, 2000,
unless terminated sooner pursuant to Section 11(A) hereof, and no options shall
be granted hereunder after that date.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statment of
Silicon Valley Group, Inc. on Form S-8 of our reports dated October 22, 1994,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Silicon Valley Group, Inc. for the year ended September 30, 1994.
/s/ Delotte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
March 15, 1995
