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As filed with the Securities and Exchange Commission on June 19, 2000
Registration No. 333-
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 REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2264681
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
101 METRO DRIVE
SAN JOSE, CALIFORNIA 95110
(408) 441-6700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1998 NON-STATUTORY STOCK OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
PAPKEN S. DER TOROSSIAN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SILICON VALLEY GROUP, INC.
101 METRO DRIVE
SAN JOSE, CALIFORNIA 95110
(408) 441-6700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
AARON J. ALTER, ESQ.
PAUL B. SHINN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED MAXIMUM
TO BE MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF REGISTERED OFFERING PRICE OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED (1)(2) PER SHARE (3) (3) FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, $0.01 PAR VALUE 1,500,000 $26.1726 $39,258,900 $10,365
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1998 Non-Statutory Stock
Option Plan and the 1996 Employee Stock Purchase Plan by reason of any
stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the outstanding shares of Common Stock
of Silicon Valley Group, Inc.
(2) Includes 1,000,000 shares of common stock issuable under the 1998
Non-Statutory Stock Option Plan and 500,000 shares of common stock
issuable under the 1996 Employee Stock Purchase Plan.
(3) The Proposed Maximum Aggregate Offering Price Per Share represents a
weighted average of the following estimates calculated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"). With respect to the 192,811 shares subject to
outstanding options to purchase common stock under the plans described
above (collectively, the "Plans"), the Proposed Maximum Aggregate
Offering Price Per Share is equal to the weighted average exercise price
of 25.8597 per share pursuant to Rule 457(h) under the Securities Act.
With respect to the 1,307,189 shares of common stock available for
future issuance under the Plans for which the price at which options to
be granted in the future is not currently determined, the estimated
Proposed Maximum Offering Price Per Share was determined pursuant to
Rule 457(c) under the Securities Act to be equal to the average between
the ask and bid price reported in the Nasdaq National Market on June 12,
2000, which average was 26.21875.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
September 30, 1999, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") on
December 23, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999 as filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") on
February 12, 2000.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 as filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") on May 15,
2000.
(d) The description of Registrant's Common Stock as contained in the
Registration Statement on Form 8-A filed pursuant to Section 12(g)
of the Exchange Act on October 10, 1996, including any amendment or
report filed for purposes of updating such descriptions.
(e) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934 subsequent to the
filing 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 the
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.
The Registrant has adopted provisions in its Certificate of
Incorporation that eliminate the personal liability of its directors and
officers for monetary damages arising from a breach of their fiduciary duties in
certain circumstances to the fullest extent permitted by law and authorizes the
Registrant to indemnify its directors and officers to the fullest extent
permitted by law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware, including circumstances in which
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indemnification is otherwise discretionary under Delaware law. Section 145 of
the General Corporation Law of Delaware provides for the indemnification of
officers, directors and other corporate agents in terms sufficiently broad to
indemnify such persons, under certain circumstances, for certain liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933 (the "Securities Act"). The Registrant has entered into indemnification
agreements to such effect with its officers and directors containing provisions
which are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. The indemnification
agreements may require the Company, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature) and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).
ITEM 9. UNDERTAKINGS.
(a) 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 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.
(2) 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.
(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.
(b) 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 an initial bona fide offering thereof.
(c) 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 foregoing provisions, or otherwise,
the 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 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
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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 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 the City of San Jose, State of California on June 19, 2000.
SILICON VALLEY GROUP, INC.
By: /s/ RUSSELL G. WEINSTOCK
-------------------------------------
Russell G. Weinstock
Vice President Finance,
Chief Financial Officer and
Assistant Secretary
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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, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any 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 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 date indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ PAPKEN S. DER TOROSSIAN Chairman and Chief Executive June 19, 2000
-------------------------------------------- Officer
Papken S. Der Torossian
/s/ WILLIAM A. HIGHTOWER Director, President and Chief June 19, 2000
-------------------------------------------- Operating Officer
William A. Hightower
/s/ RUSSELL G. WEINSTOCK Vice President Finance, Chief June 19, 2000
-------------------------------------------- Financial Officer and
Russell G. Weinstock Assistant Secretary (Principal
Financial and Accounting
Officer)
/s/ MICHAEL J. ATTARDO Director June 19, 2000
--------------------------------------------
Michael J. Attardo
/s/ WILLIAM L. MARTIN Director June 19, 2000
--------------------------------------------
William L. Martin
/s/ NAM P. SUH Director June 19, 2000
--------------------------------------------
Nam P. Suh
/s/ LAWRENCE TOMLINSON Director June 19, 2000
--------------------------------------------
Lawrence Tomlinson
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INDEX TO EXHIBITS
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EXHIBIT NUMBER EXHIBIT DOCUMENT
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<S> <C>
4.1* 1998 Non Statutory Stock Option Plan
4.2* 1996 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being
registered (Counsel to the Registrant)
23.1 Independent Auditors' Consent
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-5)
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* Previously filed as an Exhibit to Registration Statement on Form S-8 (File
No. 333-80079) declared effective on June 4, 1999, and incorporated herein
by reference.
