As filed with the Securities and Exchange Commission on March 8, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
Delaware 86-0312814
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1150 North Fiesta Boulevard, Gilbert, Arizona 85233-2237
(Address of Principal Executive Offices) (Zip Code)
CERPROBE CORPORATION 1999 STOCK OPTION PLAN
(Full Title of the Plan)
C. Zane Close
Chairman of the Board, President and
Chief Executive Officer
Cerprobe Corporation
1150 North Fiesta Boulevard
Gilbert, Arizona 85233-2237
(Name and address of agent for service)
(480) 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.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Per Share(2) Fee
- --------------------------------------------------------------------------------
Common Stock,
$0.05 par value 1,000,000 $14.75 $14,750,000 $3,014
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(1) This Registration Statement also will cover any additional shares of
common stock that become issuable under the 1999 Stock Option Plan by
reason of any stock dividend, stock split, recapitalization, or any
other similar transaction without receipt of consideration that results
in an increase in the number of outstanding shares of common stock of
Cerprobe Corporation.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities
Act of 1933 (the "Securities Act"), on the basis of the average of the
high and low prices for shares of common stock on March 6, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and
2, will be delivered to plan participants in accordance with Form S-8 and Rule
428 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Cerprobe Corporation (the
"Registrant") with the Securities and Exchange Commission and are hereby
incorporated by reference into this Registration Statement.
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
2. Quarterly Report on Form 10-Q for the fiscal quarter ending
March 31, 1999;
3. Quarterly Report On Form 10-Q for the fiscal quarter ending
June 30, 1999:
4. Quarterly Report on Form 10-Q for the fiscal quarter ending
September 30, 1999;
5. The description of the Registrant's Common Stock contained in the
Registrant's Form 8-A/A, dated March 25, 1997, filed as of March 27,
1997 pursuant to Section 12(g) of the Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
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statement. Any 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 (the "Certificate") 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, the Registrant must 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, employee, or agent of the Registrant, or who serves
or served any other enterprise or organization at the request of the Registrant
(an "Indemnitee").
An Indemnitee may be indemnified under Delaware Law against expenses
(including attorneys' fees) actually and reasonably incurred in the defense or
settlement of a suit 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 interest 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
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.
5 Opinion of Snell & Wilmer L.L.P. regarding the legality
of the Plan Shares.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) 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.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes 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 Section 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.
(c) 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 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.
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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 this 8th day of March,
2000.
CERPROBE CORPORATION
By: /s/ C. Zane Close
-------------------------------------
By: C. Zane Close
Its: President and Chief Executive Officer
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 date indicated. Each person whose signature appears below
hereby authorizes C. Zane Close and Randal L. Buness, and each of them, as
attorneys-in-fact, to sign his or her name on his or her behalf, individually
and in each capacity designated below, and to sign and to file any additional
amendments, including post-effective amendments to this Registration Statement.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Ross J. Mangano Chairman of the Board of Directors March 8, 2000
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Ross J. Mangano
/s/ C. Zane Close President, Chief Executive Officer March 8, 2000
- ------------------------- and Director (Principal Executive
C. Zane Close Officer)
/s/ Randal. L. Buness Vice President, Chief Financial March 8, 2000
- ------------------------- Officer, Secretary, and Treasurer
Randal L. Buness (Principal Financial and Accounting
Officer
/s/ Kenneth W. Miller Director March 8, 2000
- -------------------------
Kenneth W. Miller
/s/ Donald F. Walter Director March 8, 2000
- -------------------------
Donald F. Walter
/s/ William A. Fresh Director March 8, 2000
- -------------------------
William A. Fresh
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March 8, 2000
Cerprobe Corporation
1150 North Fiesta Boulevard
Gilbert, Arizona 85233-2237
Ladies and Gentlemen:
Reference is made to your proposed offering pursuant to the Cerprobe
Corporation 1999 Stock Option Plan (the "Plan") of up to 1,000,000 shares of the
Registrant's Common Stock, $.05 par value (the "Plan Shares"), as contemplated
in the Registration Statement on Form S-8 and the Exhibits thereto to be filed
by the Registrant with the Securities and Exchange Commission (the "SEC"), under
the Securities Act of 1933, as amended, on March 8, 2000 (the "Registration
Statement"). It is our opinion that the Plan Shares, when issued and sold in
accordance with the terms of the Plan, will be legally issued, fully paid, and
non-assessable.
In rendering this opinion, we have reviewed and relied upon such documents
and records of the Registrant as we have deemed necessary and have assumed the
following:
(i) the genuineness of all signatures and the authenticity of
documents submitted to us as originals, and the conformity to originals of all
documents submitted to us as copies;
(ii) the accuracy, completeness, and genuineness of all
representations and certifications with respect to factual matters, made to us
by officers of the Registrant and public officials; and
(iii) the accuracy and completeness of Registrant's records.
The opinions expressed herein are limited solely to the laws of the State
of Delaware. We express no opinion on the laws of any other jurisdiction or the
applicability or effect of any such laws or principles.
The opinions expressed herein are based upon the law and other matters in
effect on the date hereof, and we assume no obligation to revise or supplement
this opinion should such law be changed by legislative action, judicial
decision, or otherwise, or should any facts or other matters upon which we have
relied be changed.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SNELL & WILMER L.L.P.
