<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 2000
REGISTRATION NO. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1150 NORTH FIESTA BOULEVARD
GILBERT, ARIZONA 85233
(480) 333-1500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OR REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
THE CORPORATE TRUST COMPANY
1209 ORANGE STREET
WILMINGTON, DELAWARE 19801
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
LANCE W. BRIDGES, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CALIFORNIA 92121
(858) 550-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
---------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
---------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.05............. 1,500,000 shares $14.4375 $21,656,250 $5,717.25
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933 based upon the
average of the high and low prices of Registrant's Common Stock on
March 3, 2000 as reported on the Nasdaq National Market.
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 THAT 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> 2
PROSPECTUS
1,500,000 SHARES
CERPROBE CORPORATION
COMMON STOCK
The selling stockholders identified in this prospectus are selling
1,500,000 shares (the "Shares") of Cerprobe Corporation common stock, par value
$0.05 per share. Cerprobe will not receive any of the proceeds from the sale of
shares by the selling stockholders. Our common stock is listed on The Nasdaq
National Market(R) ("Nasdaq") under the symbol "CRPB". The closing sale price of
the common stock, as reported on Nasdaq on March 3, 2000, was $14.375 per share.
INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS," BEGINNING ON PAGE 5.
Neither the Securities Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is March 8, 2000.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary ................................................................................ 3
Risk Factors ...................................................................................... 5
Price Range of Our Common Stock .................................................................... 10
Where you can get more information ................................................................. 11
Use of Proceeds..................................................................................... 12
Selling Stockholders .............................................................................. 12
Plan of Distribution................................................................................ 13
Legal Matters....................................................................................... 14
Experts............................................................................................. 14
Disclosure of Commission Position on Indemnification for Securities Act Liabilities ................ 14
</TABLE>
2.
<PAGE> 4
SUMMARY
In this prospectus, the words "we," "our," and "us" refer only to
Cerprobe Corporation and not to the selling stockholders or any other person.
This prospectus contains forward-looking statements that involve certain risks
and uncertainties. Our actual results could be very different than the results
we discuss in this prospectus or the information we incorporate by reference
into this prospectus. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in the following section and
those discussed in the section entitled "Risk Factors."
THE COMPANY
We offer comprehensive solutions for semiconductor test integration and
we are a leading manufacturer of probe cards, automatic test equipment, or ATE,
interface assemblies, ATE test boards, and test contactors/sockets. We believe
that we are the only company that designs, manufactures and assembles each of
the electromechanical components that assure the integrity of the electrical
test signal that passes from the ATE to the integrated circuit, or IC, device
under test. Our products address critical functions to:
- Assure IC quality;
- Reduce manufacturing costs;
- Improve the accuracy of manufacturing yield data; and
- Identify repairable memory ICs.
We have grown our business and expanded our product lines through
internal product development, strategic acquisitions, joint
development/ventures, and licensing of technologies. In 1990, the foundation for
the growth of our core probe card business was the development of our
CerCard(TM) technology. In April 1995, we acquired Fresh Test Technology
Corporation, which enabled us to expand our product line to include ATE
interface assemblies. In December 1996, we acquired Cerprobe Interconnect
Solutions, Inc., or CIS, formerly CompuRoute, Inc., which enabled us to offer
ATE test boards, our first packaged IC testing product. In May 1997, we
established a joint development agreement with Japan-based Mitsubishi Materials
Corporation. This joint development agreement enabled the development of the
next generation probe card technology based upon our proprietary P4(TM)
(Photolithographic Pattern Plated Probe) technology. We also acquired
France-based Cerprobe Europe S.A.S., formerly SemiConducteur Services, S.A., a
probe card company, which enabled us to further service the European market. In
addition, in November 1998, we signed an agreement with Feinmetall GmbH, a
German contact technology company, which enabled us to acquire an exclusive
license to design, manufacture, and distribute Vertical integrated Probe
(ViProbe(R)) products worldwide, except Europe. Finally, in December 1999, we
acquired Oz Technologies, Inc., a leading designer and producer of test sockets,
test contactors, and test boards used for testing packaged ICs.
We maintain regional full service facilities in Arizona, California and
Texas as well as sales offices in Colorado, Florida, Massachusetts and Oregon to
serve the U.S. market for our products and services. We maintain full service
facilities in Scotland and France and a sales office in Germany to serve the
European market. We also maintain full service facilities in Singapore and
Taiwan, as well as sales offices in Japan and Malaysia, to serve the Asian
market. Each of our facilities is located in proximity to major semiconductor
manufacturing centers. Our focus on high quality products and innovative
technologies has enabled us to establish strong relationships with leading
worldwide semiconductor manufacturers. In 1999, our top five customers were
Intel Corporation, Motorola Inc., IBM Dominion, Texas Instruments, and LSI Logic
Corporation.
THE OFFERING
The selling Stockholders, Nasser Barabi, Iraj Barabi, the Ali
and Nassrin Bushehri Trust and the Ahmad and Zakieh Barabi Trust may sell the
shares of common stock described in this prospectus in public or private
transactions, on or off Nasdaq, at prevailing market prices, or at privately
negotiated prices.
3.
<PAGE> 5
The selling stockholders may sell shares directly to purchasers or
through brokers or dealers. Brokers or dealers may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders.
More information is provided in the section entitled "Plan of Distribution."
Our principal executive offices are located at 1150 North Fiesta
Boulevard, Gilbert, Arizona 85233 and our telephone number is (480) 333-1500.
4.
<PAGE> 6
RISK FACTORS
In evaluating our business, you should carefully consider the following
risk factors in addition to the other information contained in this prospectus
and incorporated by reference into this prospectus.
OUR QUARTERLY OPERATING RESULTS MAY VARY SIGNIFICANTLY FROM PERIOD TO PERIOD,
WHICH COULD NEGATIVELY IMPACT OUR FINANCIAL CONDITION AND OUR STOCK PRICE.
Our quarterly and annual operating results may be affected by a wide
variety of factors that could adversely impact our net sales and profitability,
many of which are beyond our control, including factors pertaining to:
- Customer demand for our products related to the cyclical nature of the
semiconductor industry, market acceptance of our products, changes in
our product mix, the level of orders that are received and can be
delivered in a quarter, and customer order patterns;
- Competition, including competitive pressures on delivery time, product
performance and reliability, prices, the introduction or announcement of
new products by our competitors, and intellectual property rights of our
competitors that could prevent us from introducing products that
effectively compete with theirs;
- Our ability to introduce new product designs and innovations on a
timely basis in response to market requirements;
- The availability and cost of raw materials, equipment and other
supplies, fluctuations in manufacturing yields, and the availability of
production capacity;
- Generally prevailing economic conditions in the U.S. and worldwide
markets served by us; and
- Our ability to hire and retain technical personnel and management
employees.
The market price of our common stock could be materially and adversely
affected by fluctuations in our operating results.
THE SEMICONDUCTOR INDUSTRY IS HIGHLY CYCLICAL AND DEMAND FOR OUR PRODUCTS MAY
DECLINE.
Our business depends substantially on both the volume of IC production
by semiconductor manufacturers as well as new IC and IC package designs. These
factors in turn depend on the demand for ICs and products utilizing ICs. The
semiconductor industry is highly cyclical and historically has experienced
periods of oversupply. During these periods of oversupply, the demand for IC
testing products, including the products manufactured by us, has been reduced.
Demand for ICs or products utilizing ICs may decline. Moreover, demand for our
products may not continue at the current level. We anticipate that a significant
portion of new orders for our products will depend upon demand from IC
manufacturers building or expanding IC fabrication facilities, or shifting
production to new IC designs. IC manufacturers may not increase production
capacity or shift production to new IC designs, in which case demand for our
products may slow or decline. In addition, future downturns or slowdowns in the
IC market may have an adverse effect on our business, financial condition and
operating results. Moreover, our need to invest in engineering and product
development, marketing, and customer service and support capabilities will limit
our ability to reduce expenses in response to such downturns or slowdowns.
5.
<PAGE> 7
WE ARE CONTINUING TO SUBSTANTIALLY EXPAND OUR BUSINESS AND OPERATIONS, AND WE
MUST EFFECTIVELY MANAGE AND SUPPORT THIS EXPANSION.
We intend to expand, in part, through strategic acquisitions, joint
development/ventures, licensing of technologies, and by entering into new
geographic and product markets. Our ability to expand through acquisitions will
depend primarily on our ability to identify, acquire and operate other
businesses that complement our existing business. We may not be able to identify
or consummate any suitable acquisitions. In addition, the operations and product
offerings of any businesses that we acquire may not be successfully integrated
into our operations and product offerings. We anticipate that we will use cash
debt and/or securities, including our common stock, as the primary consideration
for any future acquisitions. Operating results could fluctuate substantially due
to the size, timing, and integration of any future acquisitions. We face similar
risks and uncertainties with respect to joint ventures. We are not engaged in
any negotiations with any third parties and have no specific agreements or plans
with respect to any acquisitions or joint ventures.
We believe that our future success will depend, in part, on our ability
to expand into new international markets, particularly Asia, and new product
markets. We believe that our Asian competitors have a competitive advantage
because of their dominance of the Asian market. As a result, we may not be able
to establish a significant presence in these international markets. In addition,
it is uncertain whether we will be able to gain market acceptance for any new
products we acquire or introduce. As a result, our failure to penetrate new
markets could harm our business.
THE SEMICONDUCTOR INDUSTRY IS SUBJECT TO RAPID DEMAND SHIFTS WHICH ARE DIFFICULT
TO PREDICT. OUR INABILITY TO EFFICIENTLY MANAGE OUR MANUFACTURING CAPACITY IN
RESPONSE TO THESE RAPID SHIFTS MAY CAUSE A REDUCTION IN OUR GROSS MARGINS,
PROFITABILITY AND MARKET SHARE.
We underwent a period of rapid growth through early 1998, followed by a
period of slowdown due to the severe industry downturn in mid-1998. Through
these periods we adjusted our levels of manufacturing, and human resources. In
addition, we worked closely with material suppliers and other third parties to
manage costs and delivery of goods and services on which we are dependent. Our
operating results could be harmed if we are unable to effectively manage
resources in a similar manner through future periods of growth and contraction
in our industry. The management systems and controls currently in place and any
steps taken to expand or contract such management systems and controls may not
be adequate in the future to respond to changing industry conditions.
OUR FINANCIAL PERFORMANCE MAY BE HARMED IF WE ARE NOT ABLE TO INTRODUCE NEW
PRODUCTS AND TECHNOLOGIES.
We operate in an industry subject to rapid change. We custom-design or
customize our products to a customer's particular IC design specifications. Our
business, financial condition, and operating results would be harmed if we are
unable to introduce new product designs and enhancements or to adapt our
manufacturing techniques in response to technological advances in IC and capital
equipment designs. Any new product designs or enhancements may not receive or
maintain substantial market acceptance. Technologies, other than those that we
utilize, are being developed. Our products could lose market share and our
business, financial condition and operating results would be adversely impacted
if other technologies gain market acceptance. In addition, our future operating
results may be harmed if we are unable to design, develop, and introduce
competitive products on a timely basis.
INTENSE COMPETITION IN OUR MARKETS COULD SUBSTANTIALLY LIMIT THE VOLUME OF
PRODUCTS WE SELL OR REDUCE OUR TECHNOLOGICAL ADVANTAGE.
The semiconductor testing products industry is highly competitive. We
face substantial competition in each of our product markets. In addition, we
anticipate that we may face substantial competition in the future from new
entrants in our markets. The principal competitive factors in the industry are
product performance, service, delivery time, and price. Competition in
international markets is also significant, particularly in Asia where we are
expanding into new geographic markets. Some of our competitors, particularly in
Asia, have substantially greater financial, engineering, or manufacturing
resources and larger sales and service organizations than we do. To compete
successfully, we must make substantial investments in our engineering and
product development, marketing and customer service and support activities.
Competition in our markets may intensify and our technological advantages may be
reduced or lost as a result of technological advances by competitors or
customers.
6.
<PAGE> 8
WE RELY ON INDEPENDENT DISTRIBUTION CHANNELS TO SUSTAIN REVENUE LEVELS AND
ACHIEVE REVENUE GROWTH AND WE ARE SUSCEPTIBLE TO NUMEROUS RISKS ASSOCIATED WITH
INTERNATIONAL OPERATIONS.
Our international business represented approximately 23%, 18%, and 18%
of net sales for 1999, 1998, and 1997, respectively. In Asia, independent
distributors generate a significant portion of sales. A reduction in the sales
efforts by our Asian distributors or termination of their relationships with us
could adversely affect our international sales and, as a result, our business,
financial condition and operating results.
Given our efforts in establishing production and/or sales facilities in
Scotland, France, Singapore, Taiwan, Japan, and Malaysia we anticipate that
sales to international customers will increase in the future. The foreign
manufacture and sale of products and the purchase of raw materials and equipment
from foreign suppliers may be materially and adversely affected by political and
economic conditions abroad. Protectionist trade legislation in either the United
States or foreign countries could materially and adversely affect our ability to
manufacture or sell products in foreign markets and purchase materials or
equipment from foreign suppliers. Examples of such protectionist trade
legislation include:
- Changes in the current tariff structure;
- Export compliance laws or other trade policies; and
- Our ability to form effective joint venture alliances in order to
compete in restrictive markets.
In addition, the laws of certain foreign countries may not protect our
intellectual property rights to the same extent as the laws of the United
States.
FLUCTUATIONS IN THE VALUE OF FOREIGN CURRENCIES COULD HARM OUR PROFITABILITY.
A portion of our foreign transactions are denominated in currencies
other than the U.S. dollar. We may purchase a portion of our raw materials and
equipment from foreign suppliers and will incur labor costs in a foreign
currency. Through these transactions, we are exposed to exchange rate
fluctuations for the period of time from inception of the transaction until it
is settled. We monitor our foreign currency exposure and, from time to time, we
enter into hedging transactions to manage this exposure. Fluctuations in the
currency exchange rates in the future may adversely affect our operating
results.
A SMALL NUMBER OF CUSTOMERS HAVE ACCOUNTED FOR, AND ARE LIKELY TO CONTINUE TO
ACCOUNT FOR, A SUBSTANTIAL PORTION OF OUR REVENUE AND THEREFORE OUR REVENUE
COULD DECLINE DUE TO THE LOSS OF ONE OF THESE CUSTOMERS OR PRICING PRESSURES
EXERTED BY THESE CUSTOMERS.
Sales of our products are concentrated with a small number of
customers. During 1999, sales to our largest customers, Intel and Texas
Instruments, accounted for approximately 14% and 13% of net sales. Our top 15
customers in 1999, together, accounted for approximately 74% of net sales. We
expect that sales of our products to relatively few customers will continue to
account for a high percentage of our net sales. None of our customers have
entered into a long-term agreements requiring them to purchase our products. The
loss of a significant customer or any reduction in orders from any significant
customer would have a material adverse effect on our business. In addition, to
the extent that these customers demand that we provide them with further
discounts on volume purchases or resist our attempts to raise prices in response
to increases in our manufacturing costs then our revenues or profitability could
decrease.
WE CURRENTLY DO NOT HAVE ANY LONG-TERM AGREEMENTS WITH OUR SUPPLIERS. OUR SALES
MAY DECLINE AND OUR PROFITABILITY COULD BE HARMED BY THE LOSS OF OR FAILURE TO
PERFORM BY A SINGLE OR LIMITED GROUP OF SUPPLIERS.
We rely on third party suppliers in the production and shipment of our products.
Although we believe that all raw materials, component parts and services are
currently available in adequate amounts, shortages may develop in the future.
Certain of the raw materials and component parts for our products are purchased
from a single or a limited
7.
<PAGE> 9
group of suppliers. We do not have long-term written agreements with such
suppliers. Our business could be harmed by termination or a significant
disruption of any of our key supplier arrangements.
ALTHOUGH WE CURRENTLY HOLD PATENTS, WE RELY PRIMARILY ON TRADE SECRET PROTECTION
FOR OUR PROPRIETARY METHODS AND COULD BE HARMED IF WE ARE NOT ABLE TO PROTECT
OUR TECHNOLOGY AND KNOW-HOW.
While we currently hold certain patents, we do not consider any single
patent to be material to the conduct of our business. We believe that our
competitors have been and will be able to continue to circumvent many of our
patents. If we assert our patent rights, (1) any patents issued to us may be
challenged, invalidated, or circumvented, (2) any rights granted thereunder may
not provide adequate protection to the Company, and (3) we may not have
sufficient resources to prosecute our rights. We believe that our success will
depend primarily on the technological competence and creative skills of our
personnel rather than the protection of our existing patents or future patents.
We rely primarily on trade secret protection for our proprietary methods. We
cannot be certain that we will be able to protect our technology and know-how.
In addition, although, there are no pending lawsuits against us regarding
infringement of any existing patents or other intellectual property rights third
parties may assert intellectual property infringement claims against us.
WE MAY NOT BE ABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS.
Our business is capital intensive. In order to remain competitive, we
must make significant investments in capital equipment for engineering, product
development, and production. As a result of the increase in fixed costs and
operating expenses related to these capital expenditures, our operating results
may be adversely affected if net sales do not increase sufficiently to offset
the increased costs. We may, from time to time, seek additional equity or debt
financing to provide for the capital expenditures required to maintain or expand
our production facilities and capital equipment. We cannot predict the timing
and amount of any such capital requirements at this time. These requirements
will depend on a number of factors, including demand for our products, product
mix, changes in industry conditions, and competitive factors. Such financing may
not be available on acceptable terms, and any additional equity financing, if
available, may result in additional dilution to existing investors.
WE MAY BE SUBJECT TO LIABILITY FOR FAILURE TO COMPLY WITH ENVIRONMENTAL
REGULATIONS.
We are subject to a variety of federal, state and local governmental
regulations related to the use, storage, discharge and disposal of toxic,
volatile or otherwise hazardous chemicals used in our manufacturing process.
Although we believe that our activities are in compliance with presently
applicable environmental regulations, the government could impose fines, suspend
our production or stop our operations for the failure to comply with present or
future regulations. We could be required by such regulations to acquire costly
equipment or to incur other significant expenses to comply with environmental
regulations. If we fail to control the use or adequately restrict the discharge
of hazardous substances we could be subject to future liabilities.
OUR EXECUTIVE OFFICERS AND KEY EMPLOYEES ARE CRITICAL TO OUR BUSINESS, AND THEY
MAY NOT REMAIN WITH US IN THE FUTURE.
Our success depends, in part, upon the retention of certain key
personnel and the recruitment and retention of additional key personnel,
including technical and engineering staff. Our business could be adversely
affected by the loss of existing key personnel or our failure to recruit and
retain necessary additional personnel. Future growth will further increase our
demand on resources and require the addition of new personnel and the
development of additional expertise by existing personnel. Our prospects for
success could be harmed by our failure to attract and retain personnel with the
requisite expertise or to develop such expertise internally.
OUR DIRECTORS AND EXECUTIVE OFFICERS OWN A SIGNIFICANT BLOCK OF OUR COMPANY'S
STOCK AND MAY BE ABLE TO EXERT INFLUENCE ON MATTERS REQUIRING STOCKHOLDER
CONSENT.
Our stockholders have the right to cumulate their votes for the
election of directors. Our directors and executive officers and their affiliates
currently own beneficially approximately 16.9% of our Company's stock. As
8.
<PAGE> 10
a result, these persons, if they act as a group, may be able to elect one or
more members to our board of directors and may be able to exert significant
influence regarding the outcome of other matters requiring approval by our
stockholders.
OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE HIGHLY VOLATILE.
The market price of our Common Stock has experienced significant
volatility during the past three years. The trading price of the our Common
Stock in the future could be subject to wide fluctuations in response to:
- Quarterly variations in our operating results and others in our
industry;
- Actual or anticipated announcements concerning us or our competitors;
- Changes in analysts' estimates of the Company's financial
performance;
- General conditions in the semiconductor industry;
- General economic and financial conditions; and
- Other events or factors.
In addition, the stock market has experienced extreme price and volume
fluctuations, that have adversely affected the market prices for many companies
involved in high technology manufacturing and related industries. Often these
price and volume fluctuations have been unrelated to the operating performance
of such companies. These broad market fluctuations and other factors could have
a material adverse effect on the market price of our common stock.
9.
<PAGE> 11
PRICE RANGE OF OUR COMMON STOCK
Our common stock began trading in the over-the-counter market
on the Nasdaq system on September 29, 1983 and commenced trading on the Nasdaq
National Market on August 10, 1995 under the symbol CRPB. The following table
sets forth for the period indicated the high and low sale prices for our common
stock, as reported by the Nasdaq National Market.
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
YEAR ENDED DECEMBER 31, 1998
First Quarter ................................. $22 $16 1/8
Second Quarter ................................ $21 $11 1/2
Third Quarter ................................. $13 $8 3/8
Fourth Quarter ................................ $15 7/8 $8 11/16
YEAR ENDED DECEMBER 31, 1999
First Quarter ................................. $18 1/4 $11
Second Quarter ................................ $12 7/8 $6 9/16
Third Quarter ................................. $12 $4 7/16
Fourth Quarter ................................ $10 15/16 $4 17/32
YEAR ENDED DECEMBER 31, 2000
First Quarter (through March 3, 2000) ......... $15 1/4 $7 1/4
</TABLE>
On March 3, 2000, the last reported sale price of our stock on The Nasdaq
National Market(R) was $14 3/8. As of March 6, 2000 there were 9,863,245 shares
of our common stock outstanding. As of March 6, 2000 there were approximately
229 holders of record of our common stock.
10.
<PAGE> 12
WHERE YOU CAN GET MORE INFORMATION
We are a reporting company and file annual, quarterly and current
reports, proxy statements and other information with the SEC. You may read and
copy these reports, proxy statements and other information at the SEC's public
reference rooms in Washington, D.C., New York, NY and Chicago, IL. You can
request copies of these documents by writing to the SEC and paying a fee for the
copying cost. Please call the SEC at 1-800-SEC-0330 for more information about
the operation of the public reference rooms. Our SEC filings are also available
at the SEC's Web site at "http://www.sec.gov". In addition, you can read and
copy our SEC filings at the office of the National Association of Securities
Dealers, Inc. at 1735 K Street, Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" information that we
file with them, which means that we can disclose important information to you by
referring you to those documents. Our SEC file number for the information we
have incorporated by reference is 0-11370. The information incorporated by
reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:
- Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
- Proxy Statement on Schedule 14A dated April 23, 1999;
- Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999; and
- Report on Form 8-K/A dated February 18, 2000; and
- Report on Form 8-K dated March 8, 2000.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address or telephone number:
Cerprobe Corporation
1150 North Fiesta Boulevard, Gilbert, Arizona 85233
Attn: Chief Financial Officer
(480) 333-1500
This prospectus is part of a larger registration statement we filed with the
SEC. In deciding whether to buy our common stock, you should rely only on the
information incorporated by reference or provided in this prospectus. We have
not authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document
11.
<PAGE> 13
USE OF PROCEEDS
Cerprobe will not receive any of the proceeds from the sale of the
shares of common stock offered by the selling stockholders.
SELLING STOCKHOLDERS
The following table sets forth the names of each of the selling
stockholders, the number of shares of common stock beneficially owned by the
selling stockholders as of March 6, 2000 and the number of shares of common
stock being offered by each of them pursuant to this prospectus. This
information is based upon information provided by each respective selling
stockholder. Because the selling stockholders may offer all, some or none of
their respective shares of common stock, no definitive estimate can be provided
as to the number of shares or percentage of outstanding common stock that will
be held by the selling stockholders after such offering. The term "selling
stockholders" includes the stockholders listed below and their transferees,
pledgees, donees or other successors.
- To our knowledge, the persons named in the table below have sole
voting and investment power with respect to all shares of the common
stock shown as beneficially owned by them, subject to community
property laws where applicable and the information contained in the
footnotes to this table.
- Percentage ownership is based on 9,863,245 shares of common stock
outstanding as of March 6, 2000.
- The number of shares being offered assumes the sale of all shares
offered hereby, should the Selling Stockholders elect to do so.
Certain of the selling stockholders were former officers and directors
of Oz Technologies and are currently employed by Cerprobe, however, none of the
selling stockholders has, or within the past three years has had, any position,
office or other material relationship with Cerprobe.
<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY OWNED SHARES SHARES BENEFICIALLY OWNED
BEFORE OFFERING BEING AFTER OFFERING
SELLING STOCKHOLDER NUMBER PERCENT OFFERED NUMBER PERCENT
- ------------------- -------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Nasser Barabi 525,000 5.32% 525,000 0 --
Iraj Barabi 375,000 3.80% 375,000 0 --
The Ali and Nassrin Bushehri Trust 300,000 3.04% 300,000 0 --
The Ahmad and Zakieh Barabi Trust 300,000 3.04% 300,000 0 --
</TABLE>
12.
<PAGE> 14
PLAN OF DISTRIBUTION
The shares of common stock may be sold from time to time by the selling
stockholders in one or more transactions at fixed prices, at market prices at
the time of sale, at varying prices determined at the time of sale or at
negotiated prices. The selling stockholders may offer their shares of common
stock in one or more of the following transactions:
- on any national securities exchange or quotation service at which
the common stock may be listed or quoted at the time of sale,
including The Nasdaq National Market(R),
- in the over-the-counter market,
- in private transactions,
- through options, and
- by pledge to secure debts and other obligations, or a combination of
any of the above transactions.
If required, we will distribute a supplement to this prospectus to
describe material changes in the terms of the offering.
The selling stockholders may sell the shares of common stock described
in this prospectus from time to time directly. Alternatively, the selling
stockholders may from time to time offer shares of common stock to or through
underwriters, broker/dealers or agents. The selling stockholders and any
underwriters, broker/dealers or agents that participate in the distribution of
the shares of common stock may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933. Any profits on the resale of shares of common
stock and any compensation received by any underwriter, broker/dealer or agent
may be deemed to be underwriting discounts and commissions under the Securities
Act of 1933.
Any shares covered by this prospectus, which qualify for sale pursuant
to Rule 144 under the Securities Act of 1933 may be sold under rule 144 rather
than pursuant to this prospectus. The selling stockholders do not have to sell
all of the shares they own pursuant to this prospectus. The selling stockholders
may transfer, devise or gift such shares by other means not described in this
prospectus.
To comply with the securities laws of certain jurisdictions, the common
stock must be offered or sold only through registered or licensed brokers or
dealers. In addition, in certain jurisdictions, the common stock may not be
offered or sold unless they have been registered or qualified for sale or an
exemption is available and complied with.
Under the Securities Exchange Act of 1934, any person engaged in a
distribution of the common stock may not simultaneously engage in market-making
activities with respect to the common stock for nine business days prior to the
start of the distribution. In addition, each selling stockholder and any other
person participating in a distribution will be subject to the Securities
Exchange Act of 1934, which may limit the timing of purchases and sales of
common stock by the selling stockholders or any such other person. These factors
may affect the marketability of the common stock and the ability of brokers or
dealers to engage in market-making activities.
We will pay all expenses of this registration. These expenses include
the SEC's filing fees and fees under state securities or "blue sky" laws. We
estimate that our expenses in connection with this offering will be
approximately $36,000. Expenses for the issuance of a supplement to this
prospectus, when requested by any selling stockholder, will also be paid by us.
13.
<PAGE> 15
LEGAL MATTERS
Cooley Godward LLP will give its opinion that the shares offered in
this prospectus have been validly issued and are fully paid and non-assessable.
EXPERTS
The consolidated financial statements of Cerprobe Corporation and its
subsidiaries as of December 1999, 1998 and 1997, and for each of the years in
the four year period ended December 31, 1999, have been incorporated by
reference herein and in the registration statement in reliance upon the reports
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our Bylaws provide that we will indemnify our directors and executive
officers, and may indemnify our other officers, employees and other agents, to
the fullest extent not prohibited by Delaware law. We are also empowered under
our Certificate of Incorporation and Bylaws to enter into indemnification
agreements with our directors, officers, employees and other agents and to
purchase insurance on behalf of any person whom we are required or permitted to
indemnify.
Insofar as indemnification by us for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of Cerprobe Corporation pursuant to the provisions referenced above or
otherwise, we have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, as amended, and is, therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person of
Cerprobe Corporation 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 hereunder, we 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, as amended, and will be governed by the final adjudication of such
issue.
14.
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following table sets forth the fees and expenses payable by the
Company in connection with the sale of the shares of common stock being
registered. All amounts shown are estimates except for the SEC registration fee.
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee 5,717.25
Legal Fees and expenses 10,000.00
Blue sky qualification fees and expenses 5,000.00
Accounting fees and expenses 5,000.00
Printing and engraving 10,000.00
Miscellaneous 282.75
----------
Total $36,000.00
==========
</TABLE>
ITEM 15. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company will indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by Delaware law. The Company is
also empowered under its Bylaws to enter into indemnification contracts with its
directors and officers and to purchase insurance on behalf of any person whom it
is required or permitted to indemnify.
In addition, the Company's Certificate of Incorporation provides that
to the fullest extent permitted by Delaware law, the Company's directors will
not be liable for monetary damages for breach of the directors' fiduciary duty
of care to the Company and its stockholders. This provision in the Certificate
of Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as an injunction or other forms of
non-monetary relief would remain available under Delaware law. Each director
will continue to be subject to liability for breach of the director's duty of
loyalty to the Company or its stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit, and
for unlawful payments of dividends or unlawful stock purchase or redemption.
This provision also does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
2.1 Stock Purchase Agreement dated December 3, 1999 by and among
Cerprobe Corporation, Oz Technologies, Inc, and Nasser Barabi, Iraj
Barabi, Ali Bushehri, individually and as trustee for the Ali and
Nassrin Bushehri Trust, and Ahmad Barabi, individually and as
trustee for the Ahmad and Zakieh Barabi Trust filed as Exhibit 1 to
the Company's Current Report on Form 8-K filed with the Commission
on or about December 20, 1999 and incorporated herein by reference.
3.1 Amended and Restated Certificate of Incorporation of Registrant. (1)
3.2 Bylaws of Registrant. (1)
4.1 Reference is made to Exhibits 3.1 and 3.2.
4.2 Form of Common Stock Certificate. (1)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
</TABLE>
II-1.
<PAGE> 17
<TABLE>
<S> <C>
24.1 Power of Attorney. Reference is made to page II-3.
99.1 Audited Financial Statements for the year ended December 31, 1999.
(2)
</TABLE>
- --------------------
(1) Previously filed together with Registrant's Annual Report on Form 10-K
(File No. 0-11370) or amendments thereto and incorporated herein by
reference.
(2) Previously filed together with Registrant's Current Report on Form 8-K
(File No. 0-11370) or amendments thereto and incorporated herein by
reference.
ITEM 17. UNDERTAKINGS.
We hereby undertake:
(1) To file, during any period in which offers or sales are being made
pursuant to this registration statement, a post-effective amendment to this
registration statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
We hereby undertake that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2.
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify that
we have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-3, and have duly caused this registration statement to be
signed on our behalf by the undersigned, thereunto duly authorized, in the City
of Gilbert, State of Arizona, March 8, 2000.
CERPROBE CORPORATION
/s/Randal L. Buness
-------------------------------
Randal L. Buness
Senior Vice President
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Randal L. Buness and C. Zane
Close and each of them, his or her true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him or her and in
his or her 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 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, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and
agents or their 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 by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Ross J. Mangano Chairman of the Board of Directors and March 8, 2000
- --------------------- Director
Ross J. Mangano
/s/C. Zane Close President, Chief Executive Officer and March 8, 2000
- --------------------- Director (Principal Executive Officer)
C. Zane Close
/s/Randal L. Buness Senior Vice President, Chief Financial March 8, 2000
- --------------------- Officer, Secretary, Accounting Officer
Randal L. Buness and Treasurer (Principal Financial and
Accounting Officer)
/s/ William A. Fresh Director March 8, 2000
- ---------------------
William A. Fresh
/s/Kenneth W. Miller Director March 8, 2000
- ---------------------
Kenneth W. Miller
/s/Donald F. Walter Director March 8, 2000
- ---------------------
Donald F. Walter
</TABLE>
II-3.
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
2.1 Stock Purchase Agreement dated December 3, 1999 by and among
Cerprobe Corporation, Oz Technologies, Inc, and Nasser Barabi, Iraj
Barabi, Ali Bushehri, individually and as trustee for the Ali and
Nassrin Bushehri Trust, and Ahmad Barabi, individually and as
trustee for the Ahmad and Zakieh Barabi Trust filed as Exhibit 1 to
the Company's Current Report on Form 8-K filed with the Commission
on or about December 20, 1999 and incorporated herein by reference.
3.2 Amended and Restated Certificate of Incorporation of Registrant. (1)
3.2 Bylaws of Registrant. (1)
4.1 Reference is made to Exhibits 3.1 and 3.2.
4.2 Form of Common Stock Certificate. (1)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page II-3.
99.1 Audited Financial Statements for the year ended December 31, 1999.
(2)
</TABLE>
- --------------------
(1) Previously filed together with Registrant's Annual Report on Form 10-K
(File No. 0-11370) or amendments thereto and incorporated herein by
reference.
(2) Previously filed together with Registrant's Current Report on Form 8-K
(File No. 0-11370) or amendments thereto and incorporated herein by
reference.
<PAGE> 1
EXHIBIT 5.1
CONSENT OF COOLEY GODWARD LLP
[COOLEY GODWARD LLP LETTERHEAD]
March 8, 2000
Cerprobe Corporation
1150 North Fiesta Boulevard
Gilbert, Arizona 85233
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Cerprobe Corporation (the "Company") of a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") covering the offering of 1,500,000 shares
of the Company's Common Stock to be sold by certain stockholders (the "Selling
Stockholders"), as described in the Registration Statement (the "Shares").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Company's Certificate of Incorporation, as amended,
the Bylaws and the originals or copies certified to our satisfaction, of such
records, documents, certificates, memoranda and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares are validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
/s/ Lance W. Bridges
Lance W. Bridges, Esq.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Cerprobe Corporation:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG LLP
Phoenix, AZ
- ------------------
March 8, 2000
