As filed with the Securities and Exchange Commission on August 18, 1995
Registration No. 33-65200
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CERPROBE CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 86-0312814
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 South Rockford Drive, Tempe, Arizona 85281
---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
CerProbe Corporation Non-Qualified Stock Option Plan
----------------------------------------------------
CerProbe Corporation Incentive Stock Option Plan
------------------------------------------------
(Full Title of Plans)
C. Zane Close
600 South Rockford Drive
Tempe, Arizona 85281
------------------------
(Name and address
of agent for service)
(602) 967-7885
--------------------------------
(Telephone number, including
area code, of agent for service)
with copy to:
Richard B. Stagg, Esq.
O'Connor, Cavanagh, Anderson,
Westover, Killingsworth & Beshears
One East Camelback, Suite 1100
Phoenix, Arizona 85012-1656
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of registered securities will
begin as soon as reasonably practicable after such effective date.
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered Per Share Price Fee
---------- ------------ --------- --------- ------------
Common Stock 1,185,000 $ 6.00(1) $ 2,843,343.50(2) $ 888.54(3)
(par value $.05)
--------------------------------------------------------------------------------
(1) Computed pursuant to Rule 457(h) of the Securities Act of 1933, as
amended (the "1933 Act"), using the average of the bid and asked prices
of the Registrant's Common Stock on June 22, 1993, as reported on the
National Association of Securities Dealer's Automated Quotation System.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Previously paid.
================================================================================
As provided by Rule 415 of the 1933 Act, this Registration Statement includes a
prospectus conforming to the requirements of Form S-3 under the 1933 Act for use
in connection with certain reoffers and resales of the shares registered
hereunder.
<PAGE>
CERPROBE CORPORATION
Cross-Reference Sheet Pursuant to Rule
404(a) of the Securities Act of 1933 and
Item 501(a) of Regulation S-B showing the
location in the Registration Statement of
the information required by Part I of the
Form S-8.
Location or Caption in
Item Number and Caption in Form S-8 Registration Statement
----------------------------------- ----------------------
PART I. INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
1. Plan Information *
2. Registrant Information and *
Employee Plan Annual
Information
-------------------
*Not applicable. This information will be sent or given to participants pursuant
to Rule 428(b)(1).
<PAGE>
Cross Reference Sheet pursuant to Rule 404(a) of the
Securities Act of 1933 and Item 501(a) of Regulation
S-B showing the location in the Form S-3 Reoffer
Prospectus for Selling Stockholders included in the
Registration Statement on Form S-8 of the information
required by Part I of Form S-3.
Location or Caption in
Item Number and Caption in Form S-3 Prospectus
----------------------------------- ----------------------
1. Forepart of Registration Cover Page
Statement and Outside Front
Cover of Prospectus
2. Inside Front and Outside Inside Cover Page
Back Cover Pages of Prospectus
3. Summary Information, Risk Available Information;
Factors and Ratio of Earnings Documents Incorporated
to Fixed Charges by Reference
4. Use of Proceeds *
5. Determination of Offering Price *
6. Dilution *
7. Selling Security-Holders Cover Page; Selling
Stockholders
8. Plan of Distribution Cover Page
9. Description of Securities Documents Incorporated
to be Registered by Reference
10. Interests of Named Counsel *
and Experts
11. Material Changes *
12. Incorporation of Certain Documents Incorporated
Information by Reference by Reference
13. Disclosure of Commission Indemnification
Position on Indemnification
for Securities Act Liabilities
-------------------
*Not applicable.
<PAGE>
930,000 Shares
CERPROBE CORPORATION
Common Stock
This Prospectus is being used in connection with the offering from time
to time by stockholders of CerProbe Corporation (the "Company" or "Registrant"),
or their respective legatees, heirs, or legal representatives (collectively, the
"Selling Stockholders"), some or all of whom may be deemed "affiliates" of the
Company as defined in Rule 405 under the Securities Act of 1933 (the "1933
Act"), of shares of the Company's common stock, par value $.05 per share
("Common Stock"), which are reasonably expected to be acquired by them upon
their exercise of stock options granted under the Company's Non-Qualified Stock
Option Plan or Incentive Stock Option Plan (together, the "Plans"). See "Selling
Stockholders."
It is expected that sales made pursuant to this Prospectus will be
effected in broker's transactions, in transactions directly with market makers,
in negotiated sales or otherwise, with the timing and manner of sales to be
determined by the Selling Stockholders, in each case at market prices prevailing
at the time of sale, at prices related to prevailing market prices or at
negotiated prices. The Company will not receive any of the proceeds from the
sale of these shares. The Selling Stockholders may effect sales of shares of
Common Stock by selling shares to or through brokers and dealers and such
brokers and dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
purchasers of shares for whom they may act as agent (which compensation may be
in excess of customary commissions). The Selling Stockholders and the brokers
and dealers through whom sales of shares may be effected may be deemed to be
"underwriters" within the meaning of the 1933 Act, and any commissions received
and any profits realized by them on the sale of shares may be considered to be
underwriting compensation.
The shares of Common Stock are listed on the Nasdaq National Market
under the symbol "CRPB." On August 16, 1995, the last reported sale price of the
Common Stock as reported on the Nasdaq National Market was $9.75 per share.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------
The date of this Prospectus is August 18, 1995.
<PAGE>
No dealer, salesperson, or any other person has been
authorized to give any information or to make any representations other than
those contained in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy the securities by any person in any jurisdiction in which
such offer or solicitation would be unlawful or to any person to whom it is
unlawful. Under no circumstances shall the delivery of this Prospectus or any
sale made pursuant to this Prospectus create any implication that information
contained in this Prospectus is correct as of any time subsequent to the date of
this Prospectus.
TABLE OF CONTENTS
AVAILABLE INFORMATION............................................. 2
DOCUMENTS INCORPORATED BY REFERENCE............................... 2
SELLING STOCKHOLDERS.............................................. 4
INDEMNIFICATION................................................... 5
LEGAL OPINIONS.................................................... 5
EXPERTS........................................................... 5
AVAILABLE INFORMATION
Copies of the Registration Statement of which this Prospectus
forms a part and the exhibits thereto are on file at the offices of the
Securities and Exchange Commission (the "Commission") in Washington, D.C., and
may be obtained upon payment of the prescribed fees and inspected, without
charge, at the offices of the Commission. The Company is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Commission. Such reports, proxy and
information statements and other information may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, Seven World Trade Center, New York, New
York 10048, and Chicago Regional Office, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 upon payment of the prescribed fees. The Common Stock of the Company is
quoted on the Nasdaq National Market. Reports, proxy and information statements
and other information concerning the Company may be inspected at the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W. Washington, D.C.
20006.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents or information have been filed by the
Company with the Commission and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1994 filed on March 30,
1995, as amended.
(b) The Company's Quarterly Reports on Form 10-QSB
for the fiscal quarters ended March 31, 1995 and June 30,
1995, respectively.
(c) Current Report on Form 8-K dated March 31, 1995,
on Form 8-K/A dated April 21, 1995 and Form 8-K/A2 dated June
1, 1995.
(d) Current Report on Form 8-K dated April 21, 1995
and on Form 8-K/A dated April 27, 1995.
(e) The description of the Company's Common Stock,
par value $.05 per share, which is contained in the Company's
Amendment No. 1 to Form S-18 Registration Statement filed by
the Company on September 26, 1983 and the description of
"Authorized Common Stock" and "Authorized Preferred Stock" at
page 12 of the Company's proxy statement dated March 31, 1987.
All documents and information filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the securities offered under this Registration Statement have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this Prospectus as of the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom
a Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the information that has been specifically incorporated in
this Prospectus by reference. See "Documents Incorporated by Reference."
Requests should be directed to the Investor Relations Department, at the
principal executive offices of the Company, 600 South Rockford Drive, Phoenix,
Arizona 85281, and the telephone number of such offices is (602) 967-7885.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth (i) the name and relationship
to the Company of each Selling Stockholder, (ii) the number of shares of Common
Stock of the Company beneficially owned by each Selling Stockholder as of August
14, 1995, and (iii) the number of shares of Common Stock that each Selling
Stockholder is reasonably expected to acquire pursuant to the exercise of
options under the Plans, and which he may offer and sell pursuant to this
Prospectus.
Number of Shares
of Common Stock
Acquired or
Expected to be
Number of Shares Acquired Pursuant to
Relationship of Common Stock the Plans and Which
to the owned as of May be Offered
Name Company August 14, 1995(1) Pursuant Hereto(2)
---- ------------ --------------- ---------------
Ross J. Mangano Chairman of the Board 334,634 60,000
of Directors
C. Zane Close President, Chief 116,600 265,000
Executive Officer
and Director
Kenneth W. Miller Secretary, Treasurer 206,070 60,000
and Director
Donald F. Walter Director 38,334 60,000
Michael K. Bonham Vice President-Sales 115,434 200,000
and Marketing
Eswar Subramanian Vice President-Sales 121,234 185,000
Engineering
Henry Wong Vice President- 103,834 100,000
Production
(1) The number of shares shown includes the shares of Common Stock actually
owned as of August 14, 1995 and the shares of Common Stock that the
identified person had the right to acquire within 60 days of August 14,
1995 pursuant to the exercise of stock options or conversion of
securities.
(2) Includes 29,500, 15,000, 67,900, 52,100, and 73,500 shares previously sold
by Messrs. Close, Walter, Bonham, Subramanian and Wong, respectively,
pursuant to this Prospectus.
INDEMNIFICATION
Under Article VI of the Company's Certificate of Incorporation
(the "Certificate"), the Company shall indemnify and advance expenses, to the
fullest extent permitted by the Delaware General Corporation Law, to each person
who is or was a director, officer or employee of the Company, or who serves or
served any other enterprise or organization at the request of the Company (an
"Indemnitee").
Under Delaware law, to the extent that an Indemnitee is
successful on the merits or otherwise in defense of a suit or proceeding brought
against him or her by reason of the fact that he or she is or was a director,
officer or employee of the Company, or serves or served any other enterprise or
organization at the request of the Company, the Company shall indemnify him or
her against expenses (including attorneys' fees) actually and reasonably
incurred in connection with such action.
An Indemnitee also may be indemnified under Delaware law
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement 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 action, had no reasonable cause to
believe his or her conduct was unlawful.
An Indemnitee also may be indemnified under Delaware law
against expenses (including attorney's fees) actually and reasonably incurred in
the defense or settlement of a suit by or in the right of the Company 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, except that no
indemnification may be made if the Indemnitee is adjudged to be liable to the
Company, unless a court determines that such Indemnitee is entitled to
indemnification for such expenses which the court deems proper.
Also under Delaware law, expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the Company in advance of the final disposition of the suit, action or
proceeding upon receipt of an undertaking by or on behalf of the officer or
director to repay such amount if it is ultimately determined that he or she is
not entitled to be indemnified by the Company. The Company may also advance
expenses incurred by other employees and agents of the Company upon such terms
and conditions, if any, that the board of directors of the Company deems
appropriate.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to officers, directors or persons controlling the
Company pursuant to Delaware law or the Company's Certificate, the Company has
been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
LEGAL OPINIONS
The legality of the shares of Common Stock offered hereby will
be passed upon for the Company by O'Connor, Cavanagh, Anderson, Westover,
Killingsworth & Beshears, a Professional Association, One East Camelback,
Phoenix, Arizona.
EXPERTS
The financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-KSB, as amended, for the
year ended December 31, 1994 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which includes an explanatory
paragraph describing a change in accounting principle, and which is incorporated
herein by reference, and has been so incorporated in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents or information have been filed by the
Registrant with the Securities and Exchange Commission (the "Commission") and
are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994, as amended, or
the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, that
contains audited financial statements for the
Registrant's latest fiscal year for which such
statements have been filed.
(b) All other reports filed with the Commission pursuant
to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 since the end of the fiscal year covered
by the documents of the Registrant referred to in (a)
above.
(c) The descriptions of the Company's Common Stock, par
value $.05 per share, which is contained in the
Company's Amendment No. 1 to Form S-18 Registration
Statement filed by the Company on September 26, 1983
and the descriptions of "Authorized Common Stock" and
"Authorized Preferred Stock" at page 12 of the
Company's proxy statement dated March 31, 1987.
All documents and information subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, after the date of this Post-Effective Amendment No. 1 and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all of the securities offered under this Registration
Statement have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
of this Registration Statement as of the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
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's Certificate of Incorporation provides for
indemnification of directors and officers of the Company to the fullest extent
permitted by Delaware law.
Under Article VI of the Company's Certificate of Incorporation
(the "Certificate"), the Company shall indemnify and advance expenses, to the
fullest extent permitted by the Delaware General Corporation Law, to each person
who is or was a director, officer or employee of the Company, or who serves or
served any other enterprise or organization at the request of the Company (an
"Indemnitee").
An Indemnitee also may be indemnified under Delaware law
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement 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 action, had no reasonable cause to
believe his or her conduct was unlawful.
An Indemnitee also may be indemnified under Delaware law
against expenses (including attorney's fees) actually and reasonably incurred in
the defense or settlement of a suit by or in the right of the Company 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, except that no
indemnification may be made if the Indemnitee is adjudged to be liable to the
Company, unless a court determines that such Indemnitee is entitled to
indemnification for such expenses which the court deems proper.
Also under Delaware law, expenses incurred by an officer or
director in defending a civil or criminal action, suit or proceeding may be paid
by the Company in advance of the final disposition of the suit, action or
proceeding upon receipt of an undertaking by or on behalf of the officer or
director to repay such amount if it is ultimately determined that he or she is
not entitled to be indemnified by the Company. The Company may also advance
expenses incurred by other employees and agents of the Company upon such terms
and conditions, if any, that the board of directors of the Company deems
appropriate.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to officers, directors or
persons controlling the Company pursuant to Delaware law or the Company's
Certificate, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
-------------- -----------
4(a) Specimen Stock Certificate filed as Exhibit 4(c) to
the Company's Form S-18 Registration Statement (No.
2-85679) and incorporated herein by reference.
5 Opinion of O'Connor, Cavanagh, Anderson, Westover,
Killingsworth & Beshears, a Professional
Association.*
10(a) Non-Qualified Stock Option Plan adopted by the
Company's Board of Directors on June 25, 1983, as
amended, and Form of Qualified Stock Option Agreement
filed as Exhibits 4(a) and 4(c) to the Company's Form
S-8 Registration Statement (No. 33-65200) and
incorporated herein by reference.
10(b) Incentive Stock Option Plan adopted by the Company's
Board of Directors on April 3, 1989, filed as Exhibit
10(k) to the Company's Form 10-K for the year ended
December 31, 1989 and incorporated herein by
reference and Form of Incentive Stock Option
Agreement filed as Exhibit 4(d) to the Company's Form
S-8 Registration Statement (No. 33-65200) and
incorporated herein by reference.
23(a) Consent of Deloitte & Touche, LLP.*
23(b) The consent of O'Connor, Cavanagh, Anderson,
Westover, Killingsworth & Beshears, a Professional
Association, is contained in its opinion filed as
Exhibit 5 hereto.*
24 Power of Attorney. Reference is made to page R-3 of
the Registration Statement on Form S-8 (No. 33-65200)
as filed on June 25, 1993.
-----------------
*Previously filed.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or
sells securities, a post-effective amendment to this Registration Statement to:
(i) include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) reflect in the prospectus any facts or
events which, individually or together, represent a
fundamental change in the information in the Registration
Statement; and
(iii) include any additional or changed
information on the plan of distribution;
provided, however, that clauses (i) and (ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and the information required in a
post-effective amendment is incorporated by reference from periodic reports
filed by the Registrant under the Securities Exchange Act of 1934.
(2) For determining liability under the Securities
Act of 1933, treat each post- effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time to be the initial bona fide offering thereof; and
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
(b) 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 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 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 of 1933 and will be governed by the final adjudication of such issue.
<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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Phoenix,
State of Arizona, on August 17, 1995.
CERPROBE CORPORATION
By /s/ C. Zane Close
-----------------------------------------
C. Zane Close, President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ Ross J. Mangano Chairman of the Board of August 17, 1995
---------------------
*Ross J. Mangano Directors and Director
/s/ C. Zane Close President, Chief Executive August 17, 1995
---------------------
C. Zane Close Officer and Director
(Principal Executive
Officer)
/s/ Robert K. Bench Chief Financial Officer August 17, 1995
---------------------
Robert K. Bench (Principal Financial and
Accounting Officer)
/s/ Kenneth W. Miller Director and Treasurer August 17, 1995
---------------------
*Kenneth W. Miller
/s/ Donald F. Walter Director August 17, 1995
---------------------
*Donald F. Walter
/s/ William A. Fresh Director August 17, 1995
---------------------
William A. Fresh
*By /s/ C. Zane Close
-----------------
C. Zane Close
Attorney-in-Fact
