As filed with the Securities and Exchange Commission on September 4, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CERPROBE CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 86-0312814
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1150 North Fiesta Boulevard
Gilbert, Arizona 85233-2237
(Address of Principal executive offices)(zip code)
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CERPROBE CORPORATION
1995 Stock Option Plan
(Full Title of the Plan)
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C. Zane Close
Chairman of the Board, President and
Chief Executive Officer
CERPROBE CORPORATION
1150 North Fiesta Boulevard
Gilbert, Arizona 85233-2237
(602) 333-1500
(Telephone number, including area code, of agent for service)
----------------------
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will begin as soon as reasonably practicable after such effective date.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed
Title of Securities Proposed Maximum Maximum
To Be Amount To Be Offering Price Per Aggregate Amount Of
Registered Registered(1) Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 300,000 shares $20.75 $6,225,000 $1,887
================================================================================================================================
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(1) This Registration Statement shall also 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, on the basis of the
average of the high and low sales prices for shares of Common Stock of
Cerprobe Corporation on September 3, 1997.
<PAGE>
PART II
Information Required in the Registration Statement
Cerprobe Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement, pursuant to General Instruction E to Form S-8,
the contents of the Registration Statement on Form S-8 (No. 333- 03015) filed
with the Securities and Exchange Commission (the "Commission") on April 30,
1996.
Item 8. Exhibits
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Exhibit Number Exhibit
- -------------- -------
5 Opinion and consent of O'Connor, Cavanagh, Anderson,
Killingsworth & Beshears, a professional association.
10 Cerprobe Corporation 1995 Stock Option Plan, amended
and restated through February 18, 1997 as approved by
the Company's stockholders on June 4, 1997, filed as
exhibit 10(ll) to the Company's Form 10-Q for the
quarter ended June 30, 1997 and incorporated herein by
reference.
23.1 Consent of independent public accountants.
23.2 Consent of O'Connor, Cavanagh, Anderson, Killingsworth
& Beshears, a professional association, is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to the signature
page of this Registration Statement.
2
<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 Town of Gilbert, State of Arizona, on August 5, 1997.
CERPROBE CORPORATION
By /s/ C. Zane Close
----------------------------------
C. Zane Close, President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints jointly and severally, C. Zane
Close and Randal L. Buness, 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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Ross J. Mangano Chairman of the Board of August 5, 1997
- -------------------------------- Directors and Director
Ross J. Mangano
/s/ C. Zane Close President, Chief Executive August 5, 1997
- -------------------------------- Officer and Director
C. Zane Close (Principal Executive
Officer)
/s/ Randal L. Buness Vice President, Chief Financial Officer, August 5, 1997
- -------------------------------- Secretary, and Treasurer (Principal
Randal L. Buness Financial and Accounting Officer)
/s/ Kenneth W. Miller Director August 5, 1997
- --------------------------------
Kenneth W. Miller
/s/ Donald F. Walter Director August 5, 1997
- --------------------------------
Donald F. Walter
/s/ William A. Fresh Director August 5, 1997
- --------------------------------
William A. Fresh
</TABLE>
3
September 4, 1997
Cerprobe Corporation
1150 North Fiesta Boulevard
Gilbert, Arizona 85233-2237
Re: Registration Statement on Form S-8
Cerprobe Corporation
Ladies and 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 or about September 4,
1997 in connection with the registration under the Securities Act of 1933, as
amended, of 300,000 shares of Common Stock, par value $0.05 per share, of the
Company (the "Shares") issuable pursuant to the 1995 Stock Option Plan, as
amended and restated through February 18, 1997 (the "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 First Restated Certificate of Incorporation of the
Company, as filed with the Secretary of State of the State of Delaware on August
20, 1997;
B. The Bylaws of the Company, as amended through the date
hereof;
C. Resolutions of the Board of Directors of the Company dated
February 18, 1997, reserving an additional 300,000 shares of the Company's
Common Stock for the Plan, increasing the aggregate number of shares of Common
Stock covered by the Plan to 800,000;
D. Minutes of the June 4, 1997 Annual Meeting of Stockholders
of the Company, at which the stockholders approved the amended and restated Plan
as adopted by the Board of Directors; and
<PAGE>
Cerprobe Corporation
September 4, 1997
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 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 and the General Corporation Laws of the State of Delaware.
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,
/s/ O'Connor, Cavanagh, Anderson,
Killingsworth & Beshears, a professional
association
CONSENT OF INDEPENDENT AUDITORS
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 14, 1997 except as
to paragraph 4 of note 20 which is as of February 28, 1997, relating to the
consolidated balance sheets of Cerprobe Corporation and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1996, which report appears in the December
31, 1996 annual report on Form 10- KSB of Cerprobe Corporation.
KPMG Peat Marwick LLP
Phoenix, Arizona
September 4, 1997
