As filed with the Securities and Exchange Commission on October 26, 1995
Registration No. 33-_______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
ELECTRO SCIENTIFIC INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
_______________
OREGON 93-0370304
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
13900 NW Science Park Drive
Portland, Oregon 97229
(Address of Principal (Zip Code)
Executive Offices)
_______________
Electro Scientific Industries, Inc.
1989 Stock Option Plan
_______________
Donald R. VanLuvanee
President and Chief Executive Officer
Electro Scientific Industries, Inc.
13900 NW Science Park Drive
Portland, OR 97229
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (503) 641-4141
Copy to:
Henry H. Hewitt
Stoel Rives
900 SW Fifth Avenue
Portland, Oregon 97204-1268
<PAGE>2
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
Proposed Proposed Amount
Maximum Maximum of
Amount Offering Aggregate Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share(1) Price(1) Fee
- ----------------------------------------------------------------------------
Common Stock, without
par value 300,000 Shares $31.50 $9,450,000 $3,259
- ----------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee is based on $31.50, which was the
average of the high and low prices of the Common Stock on October 23,
1995 as reported in The Wall Street Journal for NASDAQ National Market
Issues.
<PAGE>II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Electro Scientific
Industries, Inc. (the "Company") with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933
that contains audited financial statements for the
Company's latest fiscal year for which such statements
have been filed.
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the annual
report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock
of the Company contained in the Company's registration
statement filed under section 12 of the Securities
Exchange Act of 1934, including any amendment or report
filed for the purpose of updating the description.
All reports and other documents subsequently filed by
the Company pursuant to sections 13(a) and (c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Names Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Article VII of the Company's Third Restated Articles
of Incorporation indemnifies directors and officers to the
<PAGE>II-2
fullest extent permitted by law. The effects of Article VII
may be summarized as follows:
(a) The Article grants a right of indemnification in
respect of any action, suit or proceeding (other than an
action by or in the right of the Company) against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred,
provided the person concerned acted in good faith and in a
manner the person reasonably believed to be in or not
opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of an action, suit or proceeding by judgment,
order, settlement, conviction or plea of nolo contendere
does not, of itself, create a presumption that the person
did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best
interests of the Company, and had reasonable cause to
believe his conduct was unlawful.
(b) The Article grants a right of indemnification in
respect of any action or suit by or in the right of the
Company against the expenses (including attorneys' fees)
actually and reasonably incurred if the person concerned
acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the
Company, except that no right of indemnification will be
granted regarding any claim, issue or matter as to which
such person is adjudged to be liable for negligence or
misconduct unless permitted by a court.
(c) Every person who has been wholly successful on
the merits of a controversy described in (a) or (b) above
is entitled to indemnification as a matter of right.
Persons who have not been wholly successful on the merits
are not necessarily precluded from being reimbursed by the
Company for their expenses so long as (i) the Board of
Directors, by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or
proceeding, determines that their conduct has met the
standards required for indemnification set out in the
Oregon statutes; (ii) independent legal counsel renders
written advice that in their opinion such person has met
the standards for indemnification; (iii) the stockholders
determine that the person has met the standards for
indemnification; or (iv) the court in which the action,
suit or proceeding was pending determines that
indemnification is proper.
<PAGE>II-3
(d) The Company may pay expenses incurred in
defending an action, suit or proceeding in advance of the
final disposition thereof upon receipt of a satisfactory
undertaking to repay in the event indemnification is not
authorized.
(e) The above paragraphs summarize the
indemnification expressly authorized by the Oregon
Business Corporation Act (the "Act"). Article VII
provides for indemnification to the fullest extent
permitted by law, which is intended to provide
indemnification broader than that expressly authorized by
the Act. It is unclear to what extent Oregon law permits
such broader indemnification. The limits of lawful
indemnification may ultimately be determined by the
courts.
The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the
persons indemnified may be entitled under any statute,
agreement, vote of shareholders or directors or otherwise.
The Company has directors' and officers' insurance
coverage which insures directors and officers of the Company
and its subsidiaries against certain liabilities.
The Company has also entered into indemnity
agreements with certain directors and officers. While the
indemnity agreements in large part incorporate the
indemnification provisions of the Act as described above, they
vary from the statute in several respects. In addition to the
indemnification expressly permitted under the statute, the
agreements provide for indemnification for settlements in
derivative lawsuits and expand coverage in proceedings
involving a breach of fiduciary duty to include judgments. The
contracts also require the Company to pay expenses incurred by
an indemnitee in advance of final disposition of a suit or
proceeding upon request of the indemnitee, without regard to
the indemnitee's ability to repay the sum advanced and without
prior approval of the directors, stockholders or court, or the
receipt of an opinion of counsel. A claimant would thus be
entitled to receive advanced expenses unless action were taken
to prevent such payment. The agreements also generally shift
the presumption in favor of indemnification of the indemnitee.
Partial indemnification is also expressly authorized by the
agreements.
Item 8. Exhibits.
--------
4A. Third Restated Articles of Incorporation of the
Company. Incorporated by reference to Exhibit
<PAGE>II-4
3-A to Company's Annual Report on Form 10-K for
the year ended May 31, 1991, File No. 0-12853.
4B. Bylaws of the Company. Incorporated by
reference to Exhibit 3-B to the Company's Annual
Report on Form 10-K for the year ended May 31,
1994, File No. 0-12853.
5. Opinion of Counsel.
23. Consent of Independent Accountants.
24. Powers of Attorney.
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, represents a
fundamental change in the information set forth in the
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each new
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.
<PAGE>II-5
(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 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
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on
October 25, 1995.
ELECTRO SCIENTIFIC INDUSTRIES, INC.
By DONALD R. VANLUVANEE
---------------------------------
Donald R. VanLuvanee
President and Chief Executive Officer
<PAGE>II-6
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated on this 25th day of
October, 1995.
Signature Title
--------- -----
(1) Principal Executive Officer:
Donald R. VanLuvanee President and Chief
------------------------------ Executive Officer
Donald R. VanLuvanee
(2) Principal Financial and
Accounting Officer:
*BARRY L. HARMON Senior Vice President,
------------------------------ Finance and Chief
Barry L. Harmon Financial Officer
(3) Directors:
*DAVID F. BOLENDER Director
------------------------------
David F. Bolender
*DOUGLAS C. STRAIN Director
------------------------------
Douglas C. Strain
*LARRY L. HANSEN Director
------------------------------
Larry L. Hansen
*W. ARTHUR PORTER Director
------------------------------
W. Arthur Porter
*VERNON B. RYLES Director
------------------------------
Vernon B. Ryles
*KEITH L. THOMSON Director
------------------------------
Keith L. Thomson
*By DONALD R. VANLUVANEE
--------------------------------------
Donald R. VanLuvanee, Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4A Third Restated Articles of
Incorporation of the Company.
Incorporated by reference to
Exhibit 3-A to Company's Annual
Report on Form 10-K for the
year ended May 31, 1991,
File No. 0-12853.
4B Bylaws of the Company. Incorporated
by reference to Exhibit 3-B to the
Company's Annual Report on Form 10-K
for the year ended May 31, 1994, File
No. 0-12853.
5 Opinion of Counsel.
23 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
EXHIBIT 5
October 25, 1995
Board of Directors
Electro Scientific Industries, Inc.
13900 NW Science Park Drive
Portland, Oregon 97229
We have acted as counsel for Electro Scientific
Industries, Inc. (the "Company") in connection with the filing of
a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended,
covering the issuance of 300,000 shares of common stock, without
par value, (the "Shares") of the Company pursuant to the
Company's 1989 Stock Option Plan (the "Plan"). We have reviewed
the corporate actions of the Company in connection with this
matter and have examined those documents, corporate records, and
other instruments we deemed necessary for the purposes of this
opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Oregon; and
2. The Shares issuable under the Plan have been duly
authorized and, when issued in accordance with the Plan, will be
legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
STOEL RIVES
STOEL RIVES
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement pertaining to shares of Electro Scientific Industries,
Inc. common stock being offered to certain employees and
directors of the Company, of our reports dated July 11, 1995
included in the Electro Scientific Industries, Inc. Annual Report
on Form 10-K for the fiscal year ended May 31, 1995 and to all
references to our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Portland, Oregon
October 23, 1995
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC.
does hereby constitute and appoint DAVID F. BOLENDER, DONALD R.
VANLUVANEE and BARRY L. HARMON, and any of them, his true and
lawful attorney and agent to do any and all acts and things and
execute in his name (whether on behalf of Electro Scientific
Industries, Inc. or as an officer or director of said Company, or
otherwise) any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable Electro
Scientific Industries, Inc. to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of
300,000 shares of Common Stock of Electro Scientific Industries,
Inc. for issuance pursuant to the 1989 Stock Option Plan,
including specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Electro
Scientific Industries, Inc. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common Stock
or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall
do or cause to be done by virtue hereof.
DATED: September 22, 1995.
DONALD R. VANLUVANEE
---------------------------------
Signature
Donald R. VanLuvanee
---------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC.
does hereby constitute and appoint DAVID F. BOLENDER, DONALD R.
VANLUVANEE and BARRY L. HARMON, and any of them, his true and
lawful attorney and agent to do any and all acts and things and
execute in his name (whether on behalf of Electro Scientific
Industries, Inc. or as an officer or director of said Company, or
otherwise) any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable Electro
Scientific Industries, Inc. to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of
300,000 shares of Common Stock of Electro Scientific Industries,
Inc. for issuance pursuant to the 1989 Stock Option Plan,
including specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Electro
Scientific Industries, Inc. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common Stock
or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall
do or cause to be done by virtue hereof.
DATED: September 22, 1995.
BARRY L. HARMON
---------------------------------
Signature
Barry L. Harmon
---------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC.
does hereby constitute and appoint DAVID F. BOLENDER, DONALD R.
VANLUVANEE and BARRY L. HARMON, and any of them, his true and
lawful attorney and agent to do any and all acts and things and
execute in his name (whether on behalf of Electro Scientific
Industries, Inc. or as an officer or director of said Company, or
otherwise) any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable Electro
Scientific Industries, Inc. to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of
300,000 shares of Common Stock of Electro Scientific Industries,
Inc. for issuance pursuant to the 1989 Stock Option Plan,
including specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Electro
Scientific Industries, Inc. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common Stock
or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall
do or cause to be done by virtue hereof.
DATED: September 22, 1995.
DAVID F. BOLENDER
---------------------------------
Signature
David F. Bolender
---------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC.
does hereby constitute and appoint DAVID F. BOLENDER, DONALD R.
VANLUVANEE and BARRY L. HARMON, and any of them, his true and
lawful attorney and agent to do any and all acts and things and
execute in his name (whether on behalf of Electro Scientific
Industries, Inc. or as an officer or director of said Company, or
otherwise) any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable Electro
Scientific Industries, Inc. to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of
300,000 shares of Common Stock of Electro Scientific Industries,
Inc. for issuance pursuant to the 1989 Stock Option Plan,
including specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Electro
Scientific Industries, Inc. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common Stock
or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall
do or cause to be done by virtue hereof.
DATED: September 22, 1995.
Douglas C. Strain
---------------------------------
Signature
Douglas C. Strain
---------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC.
does hereby constitute and appoint DAVID F. BOLENDER, DONALD R.
VANLUVANEE and BARRY L. HARMON, and any of them, his true and
lawful attorney and agent to do any and all acts and things and
execute in his name (whether on behalf of Electro Scientific
Industries, Inc. or as an officer or director of said Company, or
otherwise) any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable Electro
Scientific Industries, Inc. to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of
300,000 shares of Common Stock of Electro Scientific Industries,
Inc. for issuance pursuant to the 1989 Stock Option Plan,
including specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Electro
Scientific Industries, Inc. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common Stock
or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall
do or cause to be done by virtue hereof.
DATED: September 22, 1995.
LARRY L. HANSEN
---------------------------------
Signature
Larry L. Hansen
---------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC.
does hereby constitute and appoint DAVID F. BOLENDER, DONALD R.
VANLUVANEE and BARRY L. HARMON, and any of them, his true and
lawful attorney and agent to do any and all acts and things and
execute in his name (whether on behalf of Electro Scientific
Industries, Inc. or as an officer or director of said Company, or
otherwise) any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable Electro
Scientific Industries, Inc. to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of
300,000 shares of Common Stock of Electro Scientific Industries,
Inc. for issuance pursuant to the 1989 Stock Option Plan,
including specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Electro
Scientific Industries, Inc. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common Stock
or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall
do or cause to be done by virtue hereof.
DATED: September 22, 1995.
W. ARTHUR PORTER
---------------------------------
Signature
W. Arthur Porter
---------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC.
does hereby constitute and appoint DAVID F. BOLENDER, DONALD R.
VANLUVANEE and BARRY L. HARMON, and any of them, his true and
lawful attorney and agent to do any and all acts and things and
execute in his name (whether on behalf of Electro Scientific
Industries, Inc. or as an officer or director of said Company, or
otherwise) any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable Electro
Scientific Industries, Inc. to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of
300,000 shares of Common Stock of Electro Scientific Industries,
Inc. for issuance pursuant to the 1989 Stock Option Plan,
including specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Electro
Scientific Industries, Inc. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common Stock
or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall
do or cause to be done by virtue hereof.
DATED: September 22, 1995.
VERNON B. RYLES
---------------------------------
Signature
Vernon B. Ryles
---------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC.
does hereby constitute and appoint DAVID F. BOLENDER, DONALD R.
VANLUVANEE and BARRY L. HARMON, and any of them, his true and
lawful attorney and agent to do any and all acts and things and
execute in his name (whether on behalf of Electro Scientific
Industries, Inc. or as an officer or director of said Company, or
otherwise) any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable Electro
Scientific Industries, Inc. to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of
300,000 shares of Common Stock of Electro Scientific Industries,
Inc. for issuance pursuant to the 1989 Stock Option Plan,
including specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Electro
Scientific Industries, Inc. or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common Stock
or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does
hereby ratify and confirm all that said attorney and agent shall
do or cause to be done by virtue hereof.
DATED: September 22, 1995.
Keith L. Thomson
---------------------------------
Signature
Keith L. Thomson
---------------------------------
Type or Print Name
