As filed with the Securities and Exchange Commission on December 29, 1995
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-3
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)
____________________
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
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration becomes effective
If the only securities being registered on this Form are to be 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 only in connection with a dividend
or interest reinvestment plan, check the following box. [X]
<PAGE>2
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. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ---------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without
par value 131,876 Shares $27.00 $3,560,652 $1,228
- ---------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. The
calculation of the registration fee is based on $27.00, which was the
average of the high and low prices of the Common Stock on December
28, 1995 as reported in The Wall Street Journal for NASDAQ National
Market Issues.
</TABLE>
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said section 8(a), may determine.
<PAGE>
PROSPECTUS
ELECTRO SCIENTIFIC INDUSTRIES, INC.
131,876 Shares of Common Stock
(without par value)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Common Stock of Electro Scientific Industries, Inc. ("the
Company") offered hereby (the "Shares") may be sold by certain shareholders
of the Company (the "Selling Shareholders"). The Company will not receive
any of the proceeds from the offering.
The Common Stock of the Company is traded over-the-counter in the
NASDAQ National Market System. On January __, 1996, the closing price for
the Common Stock as reported in The Wall Street Journal was $____ per
share.
The Shares may be offered or sold from time to time by the Selling
Shareholders at market prices then prevailing, in negotiated transactions
or otherwise. Brokers or dealers will receive commissions or discounts
from Selling Shareholders in amounts to be negotiated immediately prior to
the sale. See "PLAN OF DISTRIBUTION."
See "Risk Factors" on page 3 for a discussion of certain risks
related to an investment in the Common Stock.
____________________
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained
in this Prospectus. This Prospectus does not constitute an offering in any
jurisdiction in which such offering may not lawfully be made.
____________________
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been
no change in the affairs of the Company since the respective dates as to
which information has been given herein.
____________________
The date of this Prospectus is January __, 1996.
<PAGE>2
THE COMPANY
Electro Scientific Industries, Inc., an Oregon corporation ("ESI" or
the "Company"), provides electronics manufacturers with equipment necessary
to produce key components used in wireless telecommunications, computers,
automotive electronics, and many other electronic products. ESI is the
leading supplier of advanced laser systems used to adjust (trim) electronic
circuitry and to improve the yield of semiconductor memory devices. The
Company believes it is the leading producer of high-speed test and handling
equipment used in the high-volume production of miniature capacitors.
Additionally, the Company designs and manufactures machine vision products
and laser micromachining systems for manufacturers of electronics and other
products. The address of the principal executive offices of the Company is
13900 NW Science Park Drive, Portland, Oregon 97229. The Company's
telephone number is (503) 641-4141.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files periodic
reports and other information with the Securities and Exchange Commission
(the "SEC"). Such reports, proxy statements, and other information
concerning the Company may be inspected and copies may be obtained at
prescribed rates at the offices of the SEC, Judiciary Plaza, 450 Fifth
Street, NW, Washington, D.C. 20549, as well as at the following regional
offices: 7 World Trade Center, 13th Floor, New York, New York 10048; and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The Company
has filed with the SEC a Registration Statement under the Securities Act of
1933, as amended, with respect to the securities offered pursuant to this
Prospectus. For further information, reference is made to the Registration
Statement and the exhibits thereto, which are available for inspection at
no fee at the public reference section of the SEC at its principal office
at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549.
The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus is delivered, upon written or oral
request to Larry T. Rapp, Corporate Secretary, Electro Scientific
Industries, Inc. 13900 NW Science Park Drive, Portland, Oregon 97229,
(503) 641-4141, copies of any and all of the information that has been
incorporated by reference into this Prospectus, other than exhibits to such
information unless such exhibits are specifically incorporated by reference
therein. The
<PAGE>3
information relating to the Company contained in this Prospectus does not
purport to be comprehensive and should be read together with the
information contained in the documents or portions of documents
incorporated by reference into this Prospectus.
RISK FACTORS
Electronics Industry Downturns May Adversely Affect Operating Results
The Company's business depends in large part upon the capital
expenditures of manufacturers of electronic devices, including miniature
capacitors and DRAMs, and circuits used in wireless telecommunications
equipment, including pagers and cellular phones, automotive engine
controls, and computers. The markets for products manufactured by the
Company's customers are highly cyclical and have historically experienced
periodic downturns, which often have had a severe effect on the demand for
capital equipment such as that sold by the Company. There is no assurance
that these markets will not experience downturns in the future or that such
downturns would not have a material adverse effect on the Company's
operating results.
Rapid Technological Change; Dependence on New Product Introductions and
Product Enhancements
The market for the Company's products is characterized by rapidly
changing technology and evolving industry standards. There can be no
assurance that the Company's current technology base will continue to
address current and evolving customer needs. The Company believes that its
future success will depend on its ability to develop and manufacture new
products and product enhancements and to introduce them successfully into
the market. Failure to do so in a timely fashion could harm the Company's
competitive position. The announcements or introductions of new products
by the Company or its competitors may adversely affect the Company's
operating results, since these announcements or introductions may cause
customers to defer or forego ordering products from the Company's existing
product lines.
Variability of Quarterly Operating Results
The Company has experienced and expects to continue to experience
significant fluctuations in its quarterly operating results due to a
variety of factors, including the timing of new product announcements and
releases by the Company and its competitors, market acceptance of new and
enhanced versions of the Company's products, timing and shipment of
<PAGE>4
significant orders, mix of products sold, customer cancellations or
shipment delays, production delays, exchange rate fluctuations, management
decisions to commence or discontinue products, length of sales cycles and
cyclicality in the electronics industry.
The Company derives a substantial portion of its net sales from the
sale of a relatively small number of systems, which typically range in
price from $150,000 to $1.1 million. As a result, the timing of a single
transaction could have a significant impact on the Company's quarterly net
sales and operating results.
The Company's backlog at the beginning of a quarter does not include
all orders needed to achieve the Company's sales objectives for that
quarter. Consequently, the Company's net sales and operating results for a
quarter will depend upon the Company generating orders to be shipped in the
same quarter that the order is received. Furthermore, a substantial
portion of the Company's net sales has historically been realized near the
end of each quarter. Accordingly, the failure to receive anticipated
orders or delays in shipments near the end of a particular quarter, due,
for example, to unanticipated shipment reschedulings or cancellations by
customers or unexpected manufacturing difficulties, may cause net sales in
a particular quarter to fall significantly below the Company's
expectations, which would have a material adverse effect on the Company's
operating results for such quarter.
The need for continued expenditures for research and development,
capital equipment and worldwide customer service and support would make it
difficult for the Company to reduce its expenses in a particular quarter if
the Company's sales goals for such quarter are not met. Accordingly, there
can be no assurance that the Company will not sustain losses in future
quarters.
Competition
The electronics capital equipment industry is highly competitive.
In each of the markets it services, the Company faces substantial
competition from established competitors, some of which have greater
financial, engineering, manufacturing and marketing resources than the
Company. In addition, many of the Company's customers, in effect, compete
with the Company because they have developed, or have the ability to
develop, manufacturing equipment for internal use. The Company's
competitors in each product area can be expected to continue to improve the
design and performance of their products and to introduce new products with
competitive price/performance characteristics. Competitive pressures,
<PAGE>5
including systems development efforts by certain of the Company's
customers, may necessitate price reductions which could adversely affect
operating results. Although the Company believes that it has certain
technical and other advantages over its competitors, maintaining such
advantages will require a continued high level of investment by the Company
in research and development, and sales and marketing. There can be no
assurance that the Company will have sufficient resources to continue to
make such investments or that the Company will be able to make the
technological advances necessary to maintain such competitive advantages.
Patents and Other Intellectual Property
The Company's success depends in part on its proprietary technology.
While the Company attempts to protect its proprietary technology through
patents, copyrights and trade secrets, it believes that its success will
depend largely upon continued innovation and technological expertise.
There can be no assurance that the Company will be able to protect its
technology or that competitors will not develop similar technology
independently. No assurance can be given that the claims allowed on any
patents held by the Company will be sufficiently broad to protect the
Company's technology. In addition, no assurance can be given that any
patents issued to the Company will not be challenged, invalidated or
circumvented or that the rights granted thereunder will provide competitive
advantages to the Company.
In addition, the Company and its customers from time to time receive
letters from third parties, including some of the Company's competitors,
alleging infringement of such parties' patent rights by the Company's
products. While such letters are prevalent in the Company's industry and
the Company has in the past been able to license necessary patents or
technology on commercially reasonable terms, there can be no assurance that
the Company would prevail in any litigation seeking damages or expenses
from the Company or to enjoin the Company from selling its products on the
basis of such alleged infringement, or that the Company would be able to
license any valid and infringed patents on reasonable terms.
Some customers using certain products of the Company have received a
notice of infringement from Jerome H. Lemelson, alleging that equipment
used in the manufacture of electronic devices infringes patents issued to
Mr. Lemelson relating to "machine vision" or "barcode reader" technologies.
Certain of these customers are engaged in litigation with Mr. Lemelson and,
together with certain other customers, have notified the Company that they
may be seeking indemnification from the Company for any damages and
expenses resulting from this
<PAGE>6
matter. One of the Company's customers recently settled its litigation
with Mr. Lemelson, and several other customers are currently engaged in
litigation involving Mr. Lemelson's patents. The Company cannot predict
the outcome of this or similar litigation or its effect upon the Company,
and there can be no assurance that any such litigation or claim would not
have a material adverse effect upon the Company's financial condition or
results of operations.
Fluctuations in International Sales and Currency Exchange Rates Can
Adversely Affect Results
International sales accounted for 57.3%, 54.7%, and 70.9% of the
Company's net sales for fiscal years ended May 31, 1993, 1994 and 1995,
respectively. The Company expects that international sales will continue
to represent a significant percentage of net sales in the future. As a
result, a significant portion of the Company's net sales will be subject to
certain risks, including changes in demand resulting from fluctuations in
interest and currency exchange rates, as well as factors such as government
financed competition, changes in trade policies, tariff regulations,
difficulties in obtaining U.S. export licenses and the difficulties of
staffing and managing foreign operations.
Dependence on Key Employees
The future success of the Company is dependent, in part, on its
ability to retain certain key personnel. The Company also needs to attract
additional skilled personnel in many areas of its business to grow. There
can be no assurance that the Company will be able to retain its existing
personnel or attract additional qualified employees in the future.
Dependence on Suppliers
Certain of the components included in the Company's systems are
obtained from a single source or a limited group of suppliers. Although
the Company seeks to reduce dependence on those sole and limited source
suppliers, the partial or complete loss of certain of these sources could
have at least a temporary adverse effect on the Company's results of
operations and damage customer relationships. Further, a significant
increase in the price of one or more of these components could adversely
affect the Company's results of operations.
<PAGE>7
SELLING SHAREHOLDERS
The Selling Shareholders are all former shareholders of XRL, Inc.,
who acquired the Shares offered hereby in connection with the acquisition
of XRL, Inc. by ESI in July 1995. The following table sets forth certain
information provided to the Company by the Selling Shareholders.
<TABLE>
<CAPTION>
Shares of Common
Stock beneficially Common Stock
Name of Selling owned as of offered by this
Shareholder October 31, 1995 Prospectus
--------------- ------------------ ---------------
<S> <C> <C>
EG&G Venture 55,425 55,425
Partners, L.P.
Ampersand V Limited 31,884 31,884
Partnership
Ampersand V Companion 4,840 4,840
Fund Limited
Partnership
TVM Intertech Limited 11,252 11,252
Partnership
TVM Techno Venture 16,878 16,878
Enterprises II
Limited Partnership
VIMAC Corporation 3,328 3,328
Massachusetts 3,394 3,394
Technology
Development
Corporation
Steuben Partners, L.P. 2,793 2,793
Steuben Partners 263 263
International Venture
Fund, L.P.
Sprout Capital V 1,395 1,395
Sprout Technology Fund 81 81
DLJ Venture Capital 76 76
Fund
First Chicago 138 138
Investment Corp.
Donald Sims 76 76
Estate of John 30 30
Drumheller
Daniel Barrett 23 23
-------
TOTAL 131,876
</TABLE>
<PAGE>7
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made in the over-the-counter market or
otherwise at prices and at terms then prevailing or at prices related to
the then current market price, or in negotiated transactions. The Shares
may be sold by one or more of the following methods: (a) block trades in
which the broker or dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as
principal, in a market maker capacity or otherwise, and resale by such
broker or dealer for its account pursuant to this Prospectus; and (c)
ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
the Selling Shareholders in amounts to be negotiated immediately prior to
the sale. The Selling Shareholders, such brokers or dealers, and any other
participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933 (the "Act") in connection with
such sales. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Prospectus.
Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker or dealer for the
sale of Shares through a block trade or any other purchase by a broker or
dealer as principal, other than a purchase as a market maker in an ordinary
trading transaction, a supplemented prospectus will be filed, if required,
pursuant to Rule 424 under the Act, disclosing (i) the name of such Selling
Shareholder and of the participating brokers or dealers, (ii) the number of
Shares involved, (iii) the price at which such Shares will be sold, (iv)
the commission paid or discounts or concessions allowed to such brokers or
dealers, where applicable, (v) that such brokers or dealers did not conduct
any investigation to verify the information set out or incorporated by
reference in this Prospectus, and (vi) other facts material to the
transaction.
<PAGE>9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1995, Commission File No. 0-12853.
2. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1995.
3. The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission under section 12 of the
Securities Exchange Act of 1934, as amended.
All reports and other documents subsequently filed by the Company
pursuant to sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the termination of the offering 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.
EXPERTS
The consolidated financial statements and schedule of Electro
Scientific Industries, Inc. incorporated by reference in this prospectus
and elsewhere in the registration statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
<PAGE>II-1
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
All expenses in connection with the issuance and distribution of
the securities being registered will be paid by the Company. The following
is an itemized statement of these expenses:
Registration fee........................ $1,228
Legal fees.............................. 1,500*
Accounting Fees......................... 500*
Miscellaneous........................... 100
-----
Total............................. $3,328
=====
-----------------
*Estimated
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
Article VII of the Company's Third Restated Articles of
Incorporation indemnifies directors and officers to the 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)
<PAGE>II-2
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.
(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.
<PAGE>II-3
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 16. Exhibits.
--------
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.
Item 17. 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;
<PAGE>II-4
(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.
(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
<PAGE>II-5
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-3 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
December 28, 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 28th day of December, 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, JR. Director
------------------------------
Vernon B. Ryles, Jr.
*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
December 28, 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-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, covering the resale of 131,876
shares of common stock, without par value, (the "Shares") of the
Company by the holders thereof (the "Selling Shareholders"). 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.
2. The Shares have been duly authorized and are 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-3 Registration Statement and
related Prospectus, pertaining to shares of Electro Scientific
Industries, Inc. common stock being offered by certain stockholders 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 and related Prospectus.
ARTHUR ANDERSEN LLP
Portland, Oregon,
December 28, 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 206,867 shares of Common Stock of Electro
Scientific Industries, Inc. to be registered for resale by former
shareholders of XRL, Inc., 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-3 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: November 28, 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 206,867 shares of Common Stock of Electro
Scientific Industries, Inc. to be registered for resale by former
shareholders of XRL, Inc., 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-3 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: December 5, 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 206,867 shares of Common Stock of Electro
Scientific Industries, Inc. to be registered for resale by former
shareholders of XRL, Inc., 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-3 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: December 4, 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 206,867 shares of Common Stock of Electro
Scientific Industries, Inc. to be registered for resale by former
shareholders of XRL, Inc., 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-3 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: November 27, 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 206,867 shares of Common Stock of Electro
Scientific Industries, Inc. to be registered for resale by former
shareholders of XRL, Inc., 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-3 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: November 30, 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 206,867 shares of Common Stock of Electro
Scientific Industries, Inc. to be registered for resale by former
shareholders of XRL, Inc., 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-3 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: December 1, 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 206,867 shares of Common Stock of Electro
Scientific Industries, Inc. to be registered for resale by former
shareholders of XRL, Inc., 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-3 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: December 5, 1995.
VERNON B. RYLES, JR.
------------------------------
Signature
Vernon B. Ryles, Jr.
------------------------------
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 206,867 shares of Common Stock of Electro
Scientific Industries, Inc. to be registered for resale by former
shareholders of XRL, Inc., 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-3 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: December 1, 1995.
KEITH L. THOMSON
------------------------------
Signature
Keith L. Thomson
------------------------------
Type or Print Name
