As filed with the Securities and Exchange Commission on April 30, 1996
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
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 1995 Stock Option Plan
-------------------------------------------
(Full Title of Plan)
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 a copy to:
Richard B. Stagg, Esq.
O'Connor, Cavanagh, Anderson,
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
================================================================================
Title of Proposed Proposed maximum Amount of
Securities Amount to be maximum aggregate registration
to be registered(1) offering price offering fee
Registered per share price
- ---------------------------------------------------------------------------
Common Stock 8,000 Shares $ 8.25 $ 66,000 $ 22.76
Common Stock 135,000 Shares 10.50 1,417,500 488.75
Common Stock 357,000 Shares 15.125(2) 5,399,625 1,861.79
-------------- -------- --------- ---------
Total 500,000 Shares $6,883,125 $2,373.30
---------- ---------
================================================================================
(1) This Registration Statement also shall cover any additional shares of
Common Stock which become issuable under the 1995 Stock Option Plan by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction without receipt of consideration which results in an
increase in the number of outstanding shares of Common Stock of Cerprobe
Corporation.
(2) Calculated solely for purposes of this offering under Rules 457(c) and
457(h) of the Securities Act of 1933, as amended (the "1933 Act"), using
the average of the high and low sales prices for the Common Stock of
Cerprobe Corporation on April 24, 1996, as reported on the Nasdaq National
Market.
- --------------------------------------------------------------------------------
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
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).
(i)
<PAGE>
Cross-Reference Sheet pursuant to Rule
404(a) of the Securities Act of 1933
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 by
Information by Reference Reference
13. Disclosure of Commission Indemnification
Position on Indemnification
for Securities Act Liabilities
- --------------------
*Not applicable.
(ii)
<PAGE>
500,000 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 the
exercise of stock options or receipt of stock awards granted under the Company's
1995 Stock Option Plan (the "Plan"). 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 April 24, 1996, the last reported sale price of the
Common Stock as reported on the Nasdaq National Market was $15.25 per share.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION NOR 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 April 30, 1996.
<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...................................................... 3
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, 7 World Trade Center, Suite 1300, New
York, New York 10048, and Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60604. Copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Room 1024, Judiciary Plaza, 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, 1995 filed on April 1,
1996, as amended.
(b) The description of the Company's Common Stock,
par value $.05 per share, which is contained in the Company's
Form 8-A/A filed on March 27, 1996.
2
<PAGE>
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, telephone number (602) 967-7885.
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 April
24, 1996, 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 Plan, and which he or she may offer and sell pursuant to this
Prospectus.
<TABLE>
<CAPTION>
Number of Shares
of Common Stock
Acquired or
Expected to be
Number of Shares Acquired Pursuant
Relationship of Common Stock to the Plan and Which
to the owned as of May be Offered
Name Company April 24, 1996(1)(2) Pursuant Hereto
- ---- ------------- -------------- ---------------
<S> <C> <C> <C>
Ross J. Mangano Chairman of the Board 596,834(3) 2,000
of Directors
Kenneth W. Miller Secretary, Treasurer 193,070(4) 2,000
and Director
William A. Fresh Director 344,297(5) 2,000
Donald F. Walter Director 16,334(6) 2,000
Henry Wong Vice President- 65,011(7) 25,000
Production
Roseann Tavarozzi Vice President-Finance 16,334(8) 15,000
and Assistant Secretary
</TABLE>
3
<PAGE>
- ------------------
(1) Unless otherwise indicated, and subject to community property laws where
applicable, all shares are owned of record by the persons named and the
beneficial ownership consists of sole voting power and sole investment
power.
(2) The number of shares shown includes the shares of Common Stock actually
owned as of April 24, 1996 and the shares of Common Stock that the
identified person had the right to acquire within 60 days of April 24,
1996 pursuant to the exercise of stock options or conversion of
securities.
(3) Includes 20,000 shares in the name of Nat & Co. voted pursuant to a power
of attorney, 51,300 shares in the name of Oliver & Company voted pursuant
to a power of attorney, 120,000 shares in the name of Millie M. Cunningham
voted pursuant to a power of attorney, 380,200 shares held in the name of
Troon & Co., Ross J. Mangano, et al., Trustees, for which Mr. Mangano
serves as a trustee, 10,000 shares which Mr. Mangano has the right to
acquire at an exercise price of $1.00 per share pursuant to the exercise
of options granted in September 1992, 13,334 shares which Mr. Mangano has
the right to acquire at an exercise price of $5.75 per share pursuant to
the exercise of options granted in September 1994, and 2,000 shares which
Mr. Mangano has the right to acquire at an exercise price of $8.25 per
share pursuant to the exercise of options granted in June 1995.
(4) Includes 127,736 shares held by U.S. Trust Company of California, N.A., as
trustee for the Kenneth W. Miller Charitable Remainder Unitrust. Mr.
Miller may be deemed to have shared voting and investment power with
respect to these shares. Also includes 30,000 shares which Mr. Miller has
the right to acquire at an exercise price of $.50 per share pursuant to
the exercise of options granted in July 1990, 10,000 shares which Mr.
Miller has the right to acquire at an exercise price of $1.00 per share
pursuant to the exercise of options granted in September 1992, 13,334
shares which Mr. Miller has the right to acquire at an exercise price of
$5.75 per share pursuant to the exercise of options granted in September
1994, and 2,000 shares which Mr. Miller has the right to acquire at an
exercise price of $8.25 per share pursuant to the exercise of options
granted in June 1995.
(5) Includes 162,700 shares held by WAF Investment Company, a company 100%
owned by Mr. Fresh and his wife, and 78,477 shares held by Orem Tek
Development Corp., a company 100% owned by Mr. Fresh, and reflects 2,000
shares which Mr. Fresh has the right to acquire at an exercise price of
$8.25 per share pursuant to the exercise of options granted in June 1995.
(6) Includes 13,334 shares which Mr. Walter has the right to acquire at an
exercise price of $5.75 per share pursuant to the exercise of options
granted in September 1994 and 2,000 shares which Mr. Walter has the right
to acquire at an exercise price of $8.25 per share pursuant to the
exercise of options granted in June 1995.
(7) Includes 5,000 shares which Mr. Wong has the right to acquire at an
exercise price of $10.50 per share pursuant to the exercise of options
granted in August 1995 and 2,000 shares which Mr. Wong's spouse has the
right to acquire at an exercise price of $10.50 per share pursuant to the
exercise of options granted in August 1995.
(8) Includes 13,334 shares which Ms. Tavarozzi has the right to acquire at an
exercise price of $5.75 per share pursuant to the exercise of options
granted in September 1994, and 3,000 shares which Ms. Tavarozzi has the
right to acquire at an exercise price of $10.50 per share pursuant to the
exercise of options granted in August 1995.
4
<PAGE>
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 attorneys' 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, 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 for the year ended
December 31, 1995 have been audited by KPMG Peat Marwick LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
5
<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, 1995, 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 description of the Registrant's Common Stock, par
value $.05 per share, which is contained in the
Registrant's Registration Statement on Form 8-A/A
filed on March 27, 1996.
All documents and information 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 Registration Statement 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").
R-1
<PAGE>
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) Article IV of the Company's Certificate of Incorporation
filed as Exhibit 4(a) to the Company's Form 10-Q for the
period ended June 30, 1987 and incorporated herein by
reference.
4(b) 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, Killingsworth &
Beshears, a Professional Association.
10(a) 1995 Stock Option Plan adopted by the Company's Board of
Directors on May 9, 1995 filed as Exhibit 10(ll) to the
Company's Form 10-KSB for the year ended December 31,
1995 and incorporated herein by reference.
10(b) Form of Stock Option Agreement under the Company's 1995
Stock Option Plan.
23(a) The consent of Independent Auditors.
R-2
<PAGE>
23(b) The consent of O'Connor, Cavanagh, Anderson,
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-4 hereof.
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, to 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.
R-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Phoenix, State of Arizona, on March 29, 1996.
CERPROBE CORPORATION
By /s/ C. Zane Close
--------------------
C. Zane Close, President, Chief Executive
Officer and Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints jointly and severally, C. Zane
Close and Robert K. Bench, and each of them, as his true and lawful
attorney-in-fact and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, 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 all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-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 to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully 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 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 March 29, 1996
- ----------------------
Ross J. Mangano Directors and Director
/s/ C. Zane Close President, Chief Executive March 29, 1996
- ----------------------
C. Zane Close Officer and Director
(Principal Executive
Officer)
/s/ Robert K. Bench Chief Financial Officer March 29, 1996
- ----------------------
Robert K. Bench (Principal Financial and
Accounting Officer)
/s/ Kenneth W. Miller Director and Treasurer March 29, 1996
- ----------------------
Kenneth W. Miller
/s/ Donald F. Walter Director March 29, 1996
- ----------------------
Donald F. Walter
/s/ William A. Fresh Director March 29, 1996
- ----------------------
William A. Fresh
R-4
[O'CONNOR CAVANAGH LETTERHEAD]
April 30, 1996
Cerprobe Corporation
600 South Rockford Drive
Tempe, Arizona 85281
Re: Registration Statement on Form S-8
Cerprobe Corporation
Gentlemen:
As legal counsel to Cerprobe Corporation, a Delaware
corporation (the "Company"), we have assisted in the preparation of the
Company's Registration Statement on Form S-8 (the "Registration Statement"), to
be filed with the Securities and Exchange Commission on April 30, 1996 in
connection with the registration under the Securities Act of 1933, as amended,
of 500,000 shares of Common Stock, par value $0.05 per share, of the Company
(the "Shares") issuable pursuant to the Company's 1995 Stock Option Plan (the
"1995 Plan"). The facts, as we understand them, are set forth in the
Registration Statement.
With respect to the opinion set forth below, we have examined
originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies, only of the following:
A. The Certificate of Incorporation of the Company, as filed
with the Secretary of State of the State of Delaware on March 23, 1987;
B. The Bylaws of the Company, as amended through the date
hereof;
C. Resolutions of the Board of Directors of the Company dated
May 9, 1995, adopting the 1995 Plan as of that date;
D. Minutes of the June 27, 1995 Annual Meeting of Stockholders
of the Company, at which the stockholders approved the 1995 Plan as adopted by
the Board of Directors; and
<PAGE>
Cerprobe Corporation
April 30, 1996
Page 2
E. The Registration Statement.
Subject to the assumptions that (i) the documents and
signatures examined by us are genuine and authentic and (ii) the persons
executing the documents examined by us have the legal capacity to execute such
documents, and subject to the further limitations and qualifications set forth
below, it is our opinion that the Shares, when issued and sold in accordance
with the terms of the 1995 Plan, will be validly issued, fully paid and
nonassessable.
Please be advised that we are members of the State Bar of
Arizona, and our opinion is limited to the legality of matters under the laws of
the State of Arizona. Further, our opinion is based solely upon existing laws,
rules and regulations, and we undertake no obligation to advise you of any
changes that may be brought to our attention after the date hereof.
We hereby expressly consent to any reference to our firm in
the Registration Statement, inclusion of this Opinion as an exhibit to the
Registration Statement, and to the filing of this Opinion with any other
appropriate governmental agency.
Very truly yours,
O'Connor, Cavanagh, Anderson
Killingsworth & Beshears, P.A.
CERPROBE CORPORATION
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of
the Grant Date, as set forth on the attached Exhibit A, by and between CERPROBE
CORPORATION, a Delaware corporation (the "Company"), and the person listed on
the attached Exhibit A (the "Optionholder").
Optionholder is a key person associated with the Company, and
the Company considers it desirable and its best interest that Optionholder be
given an inducement to acquire a proprietary interest in the Company and added
incentive to advance the interest of the Company by possessing an option to
purchase the Company's Stock, all in accordance with the 1995 Stock Option Plan
(the "Plan") adopted by the Board of Directors of the Company and attached
hereto as Exhibit B.
NOW, THEREFORE, it is agreed by and between the parties as
follows:
1. Grant of Option. The Company hereby grants to Optionholder,
as of the grant date (the "Grant Date") specified in the attached Exhibit A, the
right, privilege and option to purchase shares of Stock as set forth on the
attached Exhibit A (the "Optioned Shares"), subject in all respects to the
terms, conditions and provisions of this Agreement and the Plan, which is
attached hereto as Exhibit B and incorporated by reference in this Agreement.
The Optionholder acknowledges having received and carefully reviewed a copy of
the Plan. It is set forth in Exhibit A whether or not the option is intended to
be an incentive stock option ("ISO") as defined in Section 422 of the Code.
2. Option Price. The option price (the "Option Price") as
determined by the Plan Administrator is set forth on the attached Exhibit A,
which price has been determined by the Plan Administrator to be not less than 85
percent of the fair market value per share of the Stock on the date of grant of
this option (100 percent if an option is an ISO and 110 percent if an option is
an ISO and the Optionholder is a shareholder who at the date of the grant of
this option owns stock possessing more than ten percent of the combined voting
power of all classes of stock of the Company or any parent or subsidiary of the
Company).
3. Vesting of Option.
(a) Vesting Schedule. The time at which the Optioned
Shares vest and Optionholder may exercise his granted option with respect to
such Optioned Shares shall be as described on Exhibit A attached hereto.
Optioned Shares that have vested may be acquired at any time, and from time to
time, in whole or in part, until the option expires as provided in Section 6
hereof.
(b) $100,000 Limitation. Notwithstanding the
foregoing, the number of Optioned Shares that are granted pursuant to an ISO
that may vest in any one calendar year shall not exceed the $100,000 Limitation,
as that term is defined in the Plan. Thus, notwithstanding the language on
Exhibit A regarding whether or not the option is intended to be an ISO, if the
$100,000 Limitation would be exceeded based on the vesting schedule set forth on
Exhibit A, then a proportional portion of the Optioned Shares shall be
considered to not be an ISO such that the $100,000 Limitation is not violated.
<PAGE>
(c) Acceleration. The Plan Administrator may, by
resolution adopted after the Grant Date, in its sole and absolute discretion
allow the option to be exercised on an accelerated basis, provided that in no
event shall the Plan Administrator accelerate the exercise period for the option
granted hereunder as to violate the $100,000 Limitation.
4. Exercise of Option. The option issued hereunder shall be
exercisable by written notice to the Company, addressed to the Company at its
principal place of business, in accordance with the terms of the Plan.
5. Stock Repurchase Agreement. Upon the proper exercise of any
option, the Optionholder (or in the case of the Optionholder's death, his
successors as provided under Section 6(c) of the Plan) may be required to
execute a Stock Repurchase Agreement in such form as may be required by the Plan
Administrator from time to time. Under that Stock Repurchase Agreement, the
Optionholder may be required upon certain conditions, such as the termination of
his service to the Company, death, or divorce, to resell any acquired Optioned
Shares back to the Company.
6. Termination of Option. This option, to the extent not
previously exercised, shall terminate upon the first to occur of the tenth
anniversary of the Grant Date or as otherwise set forth in the Plan.
7. No Privilege of Stock Ownership. The holder of the option
granted hereunder shall not have any of the rights of a stockholder with respect
to the Optioned Shares until such Optionholder shall have exercised the option,
paid the Option Price, and received a stock certificate for the purchased shares
of Stock.
8. Compliance With Laws and Regulations. The exercise of this
option and the issuance of the Stock upon such exercise shall be subject to
compliance by the Company and the Optionholder with all applicable requirements
of law relating thereto and with all applicable regulations of any stock
exchange in which the shares of the Stock may be listed at the time of such
exercise and issuance. In connection with the exercise of this option,
Optionholder shall execute and deliver to the Company such representations in
writing as may be requested by the Company in order for it to comply with
applicable requirements of federal and state securities laws.
9. Liability of the Company.
(a) If the Optioned Shares covered by this Agreement
exceed, as of the Grant Date, the number of shares of Stock which may without
stockholder approval be issued under the Plan, then this option shall be void
with respect to such excess shares unless stockholder approval of an amendment
increasing the number of shares of Stock issuable under the Plan is obtained in
accordance with the applicable provisions of the Plan.
(b) The inability of the Company to obtain approval
from any regulatory body having authority deemed by the Company to be necessary
to the lawful issuance and sale of any Stock pursuant to this Agreement shall
relieve the Company of any liability with respect to the nonissuance or sale of
the Stock as to which such approval shall not have been obtained. The Company,
however, shall use its best efforts to obtain all such approvals.
2
<PAGE>
10. No Employment or Service Contract. Nothing in this
Agreement or in the Plan shall confer upon the Optionholder any right to
continue in the service of the Company (or any parent or subsidiary corporation
of the Company employing or retaining Optionholder) for any period of time or to
interfere with or otherwise restrict in any way the rights of the Company (or
any parent or subsidiary corporation of the Company employing or retaining
Optionholder) or the Optionholder, which rights are hereby expressly reserved by
each, to terminate the service of Optionholder at any time for any reason
whatsoever, with or without cause.
11. Assignability. Neither this option nor any rights or
privileges conferred thereby shall be assignable or transferable by the
Optionholder other than by will or by the laws of descent and distribution, and
this option shall be exercisable only by Optionholder during the Optionholder's
lifetime. Upon the death of Optionholder, the rights of the successors to
Optionholder shall be limited as set forth in the Plan.
12. Binding Affect. This agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
13. Securities Matters.
(a) Exercise of Option. The option granted hereunder
may be exercised by the Optionholder only if (i) the shares of Stock which are
to be issued upon such execution are registered under the Securities Act of
1933, as amended (the "1933 Act"), the Arizona Securities Act, as amended (the
"Arizona Act"), and the securities laws of any other applicable jurisdiction, or
(ii) the Company, upon advice of counsel, determines that the issuance of the
shares of Stock upon the exercise of the Optionholder is exempt from
registration requirements.
(b) Restriction of Shares. The Company is under no
obligation to register, under the 1933 Act, the Arizona Act or the securities
laws of any other jurisdiction, any of the shares of Stock to be issued to the
Optionholder upon the exercise of any option or to take any action which would
make available any exemption from registration. If the shares to be issued to
the Optionholder upon the exercise of any option have not been registered under
the 1933 Act, the Arizona Act or the securities laws of any other jurisdiction,
those shares will be "restricted securities" within the meaning of Rule 144
under the 1933 Act and must be held indefinitely without any transfer, sale or
other disposition unless (a) the shares are subsequently registered under the
1933 Act, the Arizona Act and the securities laws of any other applicable
jurisdiction, or (b) the Optionholder obtains an opinion of counsel which is
satisfactory to counsel for the Company that the shares may be sold in reliance
on an exemption from registration requirements.
14. Defined Terms. All capitalized terms herein which are not
otherwise defined herein shall have the same meaning ascribed to such terms in
the Plan.
15. Notices. Any notice required to be given or delivered to
the Company under the terms of this Agreement shall be in writing and addressed
to the Company in care of the Corporate Secretary at its principal corporate
offices. Any notice required to be given or delivered to Optionholder at the
address indicated on Exhibit A. All notices shall be deemed to have been given
or delivered upon personal delivery or upon deposit in the U.S. mail, postage
prepaid and properly addressed to the party to be notified.
3
<PAGE>
16. Construction. This Agreement and the option evidenced
hereby are made and granted pursuant to the Plan and are in all respects limited
by and subject to the express terms and provisions of the Plan. All decisions of
the Plan Administrator with respect to any question or issue arising under the
Plan or this Agreement shall be conclusive and binding on all persons having an
interest in this option.
17. Governing Law. The interpretation, performance, and
enforcement of this Agreement shall be governed by the laws of the State of
Arizona.
18. Stockholder Approval. The grant of this option is subject
to approval of the Plan by the Company's stockholders within 12 months after the
adoption of the Plan by the Board of Directors. Notwithstanding any provision of
this Agreement to the contrary, this option may not be exercised in whole or in
part until such stockholder approval is obtained. In the event that such
stockholder approval is not obtained, then this option shall thereupon terminate
in its entirety and the Optionholder shall have no further rights to acquire any
optioned shares hereunder.
IN WITNESS WHEREOF the parties hereto have executed this
agreement or caused it to be executed on the day and year first above written.
CERPROBE CORPORATION
By:_________________________________
Name:_______________________________
Its:________________________________
ATTESTED BY:
____________________________ ____________________________________
Secretary Optionholder
4
<PAGE>
CERPROBE CORPORATION
Stock Option Agreement
Exhibit A
---------
Optionholder: _______________________________________________________
Address of
Optionholder: _______________________________________________________
_______________________________________________________
Grant Date: _______________________________________________________
Optioned Shares: _______________________________________________________
Option Price: $______________________________________________per share
Check One Box:
[ ] It is intended that the options are "incentive stock options" under section
422 of the Code.
[ ] It is intended that the options are nonqualified options.
Vesting Schedule
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
The Board of Directors
Cerprobe Corporation:
We consent to incorporation by reference in the registration statement filed on
Form S-8 of Cerprobe Corporation of our report dated February 2, 1996, relating
to the consolidated balance sheets of Cerprobe Corporation and subsidiary as of
December 31, 1995 and 1994, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1995, which report appears in the December 31, 1995
annual report on Form 10-KSB of Cerprobe Corporation and to the reference to our
firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Phoenix, Arizona
April 30, 1996
