As filed with the Securities and Exchange Commission on December 20, 1996
Registration No. 333-15785
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CERPROBE CORPORATION
(Exact name of registrant as specified in its Charter)
DELAWARE 3670 86-0312814
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification Number)
---------------
600 South Rockford Drive
Tempe, Arizona 85281
(602) 967-7885
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------
C. Zane Close
Cerprobe Corporation
600 South Rockford Drive
Tempe, Arizona 85281
(602) 967-7885
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
Copies to:
Richard B. Stagg, Esq. Kathleen R. McLaurin, Esq.
O'Connor, Cavanagh, Anderson, Jones Day Reavis & Pogue
Killingsworth & Beshears, P.A. 2300 Trammel Crow Center
One East Camelback, Suite 1100 2001 Ross Avenue
Phoenix, Arizona 85012 Dallas, Texas 75201
----------------
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after the Registration Statement becomes effective.
If the securities being registered on this form are to be offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
EXPLANATORY NOTE
Cerprobe Corporation has prepared this Amendment No. 3 for the purpose of
filing with the Securities and Exchange Commission Exhibit 8 to the Registration
Statement. Amendment No. 3 does not modify any provision of the Prospectus
included in the Registration Statement; accordingly, such Prospectus has not
been included herein.
1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
The Registrant's Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant to the fullest
extent permitted by Delaware law.
Under Article VI of the Registrant's Certificate of Incorporation (the
"Certificate"), the Registrant 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 Registrant, or who serves
or served any other enterprise or organization at the request of the Registrant
(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 Registrant, 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 Registrant 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 Registrant, except that no
indemnification may be made if the Indemnitee is adjudged to be liable to the
Registrant, 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
Registrant 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 Registrant. The Registrant may also advance expenses
incurred by other employees and agents of the Registrant upon such terms and
conditions, if any, that the board of directors of the Registrant deems
appropriate.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
2(a) Agreement of Merger and Plan of Reorganization dated February 21,
1995, as amended by that certain Amendment of Agreement of Merger and
Plan of Reorganization dated March 31, 1995, by and among Fresh Test
Acquisition, Inc., the Registrant, Fresh Technology Corporation, and
William A. Fresh, Robert K. Bench, Harold D. Higgins, WAF Investment
Company and Orem Tek Development Corp. filed as Exhibit 2 to the
Registrant's Current Report on Form 8-K filed with the Commission on
or about April 4, 1995 and incorporated herein by reference.
3(a) Certificate of Incorporation of the Registrant dated March 14, 1987,
as filed with the Secretary of State of Delaware and filed as Exhibit
4(a) to the Registrant's Form 10-Q for the period ended June 30, 1987
and incorporated herein by reference.
2
<PAGE>
3(b) Bylaws of the Registrant dated March 14, 1987, filed as Exhibit 4(b)
to the Registrant's Form 10-Q for the period ended June 30, 1987 and
incorporated herein by reference.
4(a) Specimen Stock Certificate filed as Exhibit 4(c) to the Registrant's
Form S-18 Registration Statement (No. 2-85679) and incorporated
herein by reference.
4(b) Specimen Convertible Subordinated Debenture filed as Exhibit 4(b) to
the Registrant's Form 10-K for the year ended December 31, 1990 and
incorporated herein by reference.
4(c) Specimen Series A Preferred Stock Certificate filed as Exhibit 4(c)
to the Registrant's Form 10- KSB for the year ended December 31, 1995
and incorporated herein by reference.
4(d) Certificate of Designations of Series A Preferred Stock dated January
11, 1996, as filed with the Secretary of State of Delaware filed as
Exhibit 4(d) to the Registrant's Form 10-KSB for the year ended
December 31, 1995 and incorporated herein by reference.
5 Opinion of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears,
P.A.**
8 Opinion of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears,
P.A.
10(a) Non-Qualified Stock Option Plan adopted by the Registrant'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 Registrant's
Form S-8 Registration Statement (No. 33-65200) and incorporated
herein by reference.
10(b) Incentive Stock Option Plan adopted by the Registrant's Board of
Directors on April 3, 1989, filed as Exhibit 10(k) to the
Registrant'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 Registrant's Form S-8
Registration Statement (No. 33-65200) and incorporated herein by
reference.
10(c) Lease Agreement between the Registrant and Jerome A. Reynolds dated
July 4, 1991 filed as Exhibit 10(b) to the Registrant's Form 10-K for
the year ended December 31, 1991 and incorporated herein by
reference.
10(d) Lease Agreement between the Registrant and Kou-ping Cheng dated June
11, 1993 filed as Exhibit 10(u) to the Registrant's Form 10-KSB for
the year ended December 31, 1993 and incorporated herein by
reference.
10(e) Lease Agreement between the Registrant and NPF Management, Inc. dated
March 15, 1993 filed as Exhibit 10(p) to the Registrant's Form 10-K
for the year ended December 31, 1992 and incorporated herein by
reference.
10(f) Lease Modification between the Registrant and PDJ Corporation dated
February 10, 1994 to Lease Agreement between the Registrant and NPF
Management, Inc. dated March 15, 1993 filed as Exhibit 10(v) to the
Registrant's Form 10-KSB for the year ended December 31, 1993 and
incorporated herein by reference.
10(g) Lease Agreement between the Registrant and John J. Hollowell dated
October 30, 1990 filed as Exhibit 10(m) to the Registrant's Form 10-K
for the year ended December 31, 1990 and incorporated herein by
reference.
3
<PAGE>
10(h) Office Lease Agreement between the Registrant and Robert B. Hopgood,
Jr. dated November 13, 1990 filed as Exhibit 10(n) to the
Registrant's Form 10-K for the year ended December 31, 1990 and
incorporated herein by reference.
10(i) Addendum dated March 1, 1992 between the Registrant and Robert B.
Hopgood, Jr. to Office Lease Agreement between the Registrant and
Robert B. Hopgood, Jr. dated November 13, 1990 filed as Exhibit 10(j)
to the Registrant's Form 10-K for the year ended December 31, 1991
and incorporated herein by reference.
10(j) Second Addendum dated January 1, 1994 between the Registrant and
Robert B. Hopgood, Jr. to Office Lease Agreement between the
Registrant and Robert B. Hopgood, Jr. dated November 13, 1990 filed
as Exhibit 10(j) to the Registrant's Form 10-K for the year ended
December 31, 1991 and incorporated herein by reference.
10(k) Lease Agreement between the Registrant and Renner Plaza Properties
dated September 8, 1993 filed as Exhibit 10(w) to the Registrant's
Form 10-KSB for the year ended December 31, 1993 and incorporated
herein by reference.
10(l) Lease Agreement between the Registrant and Aetna Life Insurance
Company dated December 30, 1994 filed as Exhibit 10(l) to the
Registrant's Form 10-KSB for the year ended December 31, 1994 and
incorporated herein by reference.
10(m) Lease between Scottish Enterprise and Cerprobe Europe Limited dated
November 4, 1994 filed as Exhibit 10(m) to the Registrant's Form
10-KSB for the year ended December 31, 1994 and incorporated herein
by reference.
10(n) Rental Agreement between the Registrant and Gentra Capital
Corporation dated as of July 6, 1994 filed as Exhibit 10(n) to the
Registrant's Form 10-KSB for the year ended December 31, 1994 and
incorporated herein by reference.
10(o) Agreement dated May 2, 1991 between the Registrant and John W.
Tarzwell and Margaret L. Tarzwell filed as Exhibit 10(d) to the
Registrant's Form 10-K for the year ended December 31, 1991 and
incorporated herein by reference.
10(p) Amendment No. 1 dated March 8, 1993 to Agreement dated May 2, 1991
between the Registrant and John W. Tarzwell and Margaret L. Tarzwell
filed as Exhibit 10(s) to the Registrant's Form 10-KSB for the year
ended December 31, 1993 and incorporated herein by reference.
10(q) Asset Purchase Agreement dated July 10, 1991 between the Registrant
and Alpha Test Corporation filed as Exhibit 10(c) to the Registrant's
Form 10-K for the year ended December 31, 1991 and incorporated
herein by reference.
10(r) Employment Contract dated July 16, 1990 between the Registrant and
Carl Zane Close filed as Exhibit 10(p) to the Registrant's Form 10-K
for the year ended December 31, 1990 and incorporated herein by
reference.
10(s) Employment Contract dated July 17, 1990 between the Registrant and
Michael K. Bonham filed as Exhibit 10(q) to the Registrant's Form
10-K for the year ended December 31, 1990 and incorporated herein by
reference.
4
<PAGE>
10(t) Employment Contract dated July 16, 1990 between the Registrant and
Eswar Subramanian filed as Exhibit 10(r) to the Registrant's Form
10-K for the year ended December 31, 1990 and incorporated herein by
reference.
10(u) Employment Contract dated July 16, 1990 between the Registrant and
Henry Wong filed as Exhibit 10(s) to the Registrant's Form 10-K for
the year ended December 31, 1990 and incorporated herein by
reference.
10(v) Manufacturing Licensing Agreement between the Registrant and
Intertrade Scientific, Inc. dated August 30, 1993 filed as Exhibit
10(x) to the Registrant's Form 10-KSB for the year ended December 31,
1993 and incorporated herein by reference.
10(w) Manufacturing Licensing Agreement between the Registrant and ESJ
Corporation dated January 21, 1994 filed as Exhibit 10(y) to the
Registrant's Form 10-KSB for the year ended December 31, 1993 and
incorporated herein by reference.
10(x) Loan Agreement between the Registrant and First Interstate Bank of
Arizona, N.A. dated June 6, 1994 and related Promissory Note filed as
Exhibit 10(x) to the Registrant's Form 10-KSB for the year ended
December 31, 1994 and incorporated herein by reference.
10(y) Master Lease Agreement between the Registrant and First Interstate
Bank of Arizona, N.A. dated as of June 6, 1994 filed as Exhibit 10(y)
to the Registrant's Form 10-KSB for the year ended December 31, 1994
and incorporated herein by reference.
10(z) Master Lease Agreement between the Registrant and PFC, Inc. dated
August 9, 1994 filed as Exhibit 10(z) to the Registrant's Form 10-KSB
for the year ended December 31, 1994 and incorporated herein by
reference.
10(aa) Commitment of Norwest Equipment Finance, Inc. to the Registrant dated
December 14, 1994 filed as Exhibit 10(aa) to the Registrant's Form
10-KSB for the year ended December 31, 1994 and incorporated herein
by reference.
10(bb) Agreement between Cerprobe Europe, Limited and Lanarkshire
Development Agency dated August 15, 1994, as amended, filed as
Exhibit 10(bb) to the Registrant's Form 10-KSB for the year ended
December 31, 1994 and incorporated herein by reference.
10(cc) Lease Agreement between the Registrant and Realtec Properties I, L.P.
dated July 17, 1995 filed as Exhibit 1 to the Registrant's Form
10-QSB for the quarter ended June 30, 1995 and incorporated herein by
reference.
10(dd) Lease Agreement between the Registrant and East Point Realty Trust
dated June 30, 1995 filed as Exhibit 2 to the Registrant's Form
10-QSB for the quarter ended June 30, 1995 and incorporated herein by
reference.
10(ee) Amendment to Loan Agreement between the Registrant and First
Interstate Bank of Arizona, N.A. dated April 30, 1995 and related
Promissory Note filed as Exhibit 3 to the Registrant's Form 10-QSB
for the quarter ended June 30, 1995 and incorporated herein by
reference.
10(ff) Amendment to Master Lease Agreement between the Registrant and First
Interstate Bank of Arizona, N.A. dated April 30, 1995 filed as
Exhibit 4 to the Registrant's Form 10-QSB for the quarter ended June
30, 1995 and incorporated herein by reference.
5
<PAGE>
10(gg) Letter of Intent between the Registrant and Technology Parks PTE LTD
dated June 23, 1995 filed as Exhibit 5 to the Registrant's Form
10-QSB for the quarter ended June 30, 1995 and incorporated herein by
reference.
10(hh) Employment Agreement between the Registrant and Robert K. Bench dated
March 31, 1995 filed as Exhibit 10(hh) to the Registrant's Form
10-KSB for the year ended December 31, 1995 and incorporated herein
by reference.
10(ii) Security Agreement between the Registrant and Zions Credit
Corporation dated December 27, 1995 filed as Exhibit 10(ii) to the
Registrant's Form 10-KSB for the year ended December 31, 1995 and
incorporated herein by reference.
10(jj) Assignment of Lease between Fresh Test Technology, Inc. and the
Registrant dated August 31, 1995 filed as Exhibit 10(jj) to the
Registrant's Form 10-KSB for the year ended December 31, 1995 and
incorporated herein by reference.
10(kk) Lease Agreement between Fresh Test Technology, Inc. and Mission West
Properties dated September 21, 1993 filed as Exhibit 10(kk) to the
Registrant's Form 10-KSB for the year ended December 31, 1995 and
incorporated herein by reference.
10(ll) The Registrant's 1995 Stock Option Plan filed as Exhibit 10(ll) to
the Registrant's Form 10-KSB for the year ended December 31, 1995 and
incorporated herein by reference.
10(mm) Capital Lease Agreement between the Registrant and Wells Fargo
Leasing Corporation dated October 10, 1996 filed as an Exhibit to the
Registrant's Form 10-QSB for the quarter ended September 30, 1996 and
incorporated herein by reference.
10(nn) Capital Lease Agreement between the Registrant and Wells Fargo
Leasing Corporation dated September 9, 1996 filed as an Exhibit to
the Registrant's Form 10-QSB for the quarter ended September 30, 1996
and incorporated herein by reference.
10(oo) Memorandum of Lease with respect to the Lease Agreement between the
Registrant and CRPB Investors, L.L.C. dated August 21, 1996, and the
Addendum to the Lease Agreement filed as an Exhibit to the
Registrant's Form 10-QSB for the quarter ended September 30, 1996 and
incorporated herein by reference.
10(pp) Employment Agreement between the Registrant and Randal L. Buness
dated June 26, 1996 filed as an Exhibit to the Registrant's Form
10-QSB for the quarter ended September 30, 1996 and incorporated
herein by reference.
10(qq) Operating Agreement between the Registrant and CRPB Investors, L.L.C.
dated September 18, 1996 filed as an Exhibit to the Registrant's Form
10-QSB for the quarter ended September 30, 1996 and incorporated
herein by reference.
10(rr) Agreement of Merger and Plan of Reorganization, dated as of October
25, 1996, by and among the Registrant, C-Route Acquisition, Inc.,
CROUTE, Inc., COMPUROUTE, INCORPORATED, and Souad Shrime.*
10(ss) Agreement and Plan of Merger, dated as of October 25, 1996, by
and between COMPUROUTE, INCORPORATED, and CROUTE, Inc.*
6
<PAGE>
10(tt) Purchase and Sale Agreement dated as of October 25, 1996, by and
between Souad Shrime and the Registrant.*
10(uu) Indemnification Agreement by Souad Shrime in favor of and for the
benefit of the Registrant and C-Route Acquisition, Inc.*
11 Schedule of Computation of Net Income per Share.*
21 List of Subsidiaries filed as Exhibit 21 to the Registrant's Form
10-KSB for the year ended December 31, 1994 and incorporated herein
by reference.
23.1 Consent of Counsel (included in Exhibits 5 and 8)
23.2 Independent Auditors' Consent (Cerprobe Corporation).*
23.3 Independent Auditors' Consent (CROUTE, Inc.)*
27 Financial Data Schedule filed as an Exhibit to the Registrant's Form
10-QSB for the quarter ended September 30, 1996 and incorporated
herein by reference.
(b) Financial Statement Schedules.
None.
* Previously filed.
** Filed herewith
7
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Item 22. Undertakings
(a) (1) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(2) The registrant undertakes that every prospectus: (i) that is
filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
(b) Insofar as indemnification for liabilities arising under the Act
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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant, in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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.
(c) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents filed subsequent
to the effective date of the registration statement through the date of
responding to the request.
(d) The undersigned registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
has duly caused this 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 December 19, 1996.
CERPROBE CORPORATION
By /s/ Randal L. Buness
Vice President, Chief
Financial Officer,
Secretary, and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
By: *
------------------------- Chairman of the Board of December 19, 1996
Ross J. Mangano Directors and Director
By: *
------------------------- President, Chief Executive December 19, 1996
C. Zane Close Officer, and Director
(Principal Executive
Officer)
/s/ Randal L. Buness Vice President, Chief December 19, 1996
- ------------------------------ Financial Officer,
Randal L. Buness Secretary, and Treasurer
(Principal Financial and
Accounting Officer)
By: * Director
-------------------------
December 6, 1996
Kenneth W. Miller
By: * Director December 19, 1996
-------------------------
Donald F. Walter
By: * Director December 19, 1996
-------------------------
William A. Fresh
*By: /s/ Randal L. Buness
------------------------
Randal L. Buness
(Attorney-in-fact)
</TABLE>
9
File No.: 22064-44
December 20, 1996
Cerprobe Corporation
600 South Rockford Drive
Tempe, Arizona 85281
Re: Acquisition of C-Route and CompuRoute
Gentlemen:
We have acted as legal counsel to Cerprobe Corporation ("Cerprobe") in
connection with Cerprobe's Registration Statement on Form S-4 (File No.
333-15785) to which this opinion appears as an exhibit (the "Registration
Statement"), which includes the Prospectus of Cerprobe (the "Prospectus"). As
described in that Prospectus, CompuRoute will merge with and into C-Route (the
"CompuRoute Merger") and C-Route will merge with and into Cerprobe (the
"Merger") (collectively, the "Mergers").
In connection with the Mergers, we have been requested to provide our
opinion as to certain federal income tax consequences of the Mergers. The facts,
as we understand them, are set forth in the Prospectus. All terms contained
herein, unless otherwise specified, have the meanings assigned to them in the
Prospectus.
Subject to the assumption that (i) the proposed Mergers will take place
as described in the Prospectus, (ii) the shareholders of CompuRoute and C-Route
have no present plan or intention to dispose of any of the Cerprobe Common Stock
received in the Mergers, and (iii) the fair market value of Cerprobe's Common
Stock to be received by the CompuRoute and C-Route shareholders on the effective
date of the Mergers will exceed the cash to be received by the CompuRoute and
C-Route shareholders, and subject to the further limitations and qualifications
set forth below, it is our opinion that under present law for federal income tax
purposes, it is more likely than not that:
(1) The proposed Mergers will qualify as reorganizations
within the meaning of Sections 368(a)(1)(A) and
368(a)(2)(D) of the Internal Revenue Code of 1986, as
amended (the "Code").
(2) Cerprobe will recognize no taxable gain or loss as a
result of the proposed Mergers.
(3) The CompuRoute and C-Route shareholders will
recognize no taxable gain or loss upon the receipt of
the Cerprobe Common Stock.
(4) The tax basis of the CompuRoute and C-Route stock
surrendered in the Mergers will be allocated to the
Cerprobe Common Stock received in the Mergers
(reduced by any amount allocable to a fractional
share interest for which cash is received) but not in
excess of the fair market value of the Cerprobe
Common Stock received.
<PAGE>
Cerprobe Corporation
December 19, 1996
Page 2
(5) The holding period of the Cerprobe Common Stock
received in the Mergers will include the holding
period of the CompuRoute and C-Route stock
surrendered in exchange therefor.
(6) If any cash is received in lieu of a fractional share
of Cerprobe Common Stock, income (or loss) will be
recognized in an amount equal to the difference
between the cash received and the shareholder's basis
in that fractional share.
(7) Income or gain will be realized by each CompuRoute
and C-Route shareholder with respect to the cash
received in the Mergers. Such income or gain will be
recognized in an amount equal to the lesser of (a)
the income or gain that would have been realized by
such shareholder had such shareholder exchanged its
CompuRoute or C-Route stock for Cerprobe Common Stock
and cash in a taxable transaction, or (b) the amount
of cash received.
With respect to the opinions set forth above, we have examined and
relied upon the accuracy and completeness of the facts, covenants, and
representations relating to the proposed Mergers and transactions contemplated
by the Prospectus and such other documents as we have deemed necessary or
appropriate. In addition, we have relied upon certain statements,
representations, and covenants by CompuRoute and C-Route stockholders, and our
opinion is conditioned, among other things, upon the initial and continued
accuracy of those statements, representations, and covenants, as well as upon
facts, covenants, and representations set forth in the documents referred to
above.
We render the foregoing opinion in our capacity as attorneys admitted
to practice law in the State of Arizona. We do not opine or purport to opine in
any manner to the extent that involves the laws of any jurisdiction other than
the United States of America. You should be aware that the foregoing opinion is
not binding upon the Internal Revenue Service or courts and represents only our
good faith evaluations of the provisions of the Code and applicable Treasury
regulations promulgated thereunder, published rulings of the Internal Revenue
Service and court decisions, any of which could be changed or overruled at a
future date with retroactive effect. In rendering the foregoing opinion, we have
relied upon those authorities available to us as of the business day preceding
the day of this letter, and we assume no responsibility for changes in
applicable law occurring after such date.
We hereby consent to any reference to our firm in the Registration
Statement and the filing with the Securities and Exchange Commission of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
O'Connor, Cavanagh, Anderson,
Killingsworth & Beshears
