ELECTRO SCIENTIFIC INDUSTRIES INC, S-8, 1996-11-20

ELECTRO SCIENTIFIC INDUSTRIES INC
S-8, 1996-11-20
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES

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As filed with the Securities and Exchange Commission on November 20, 1996
Registration No. 333-________

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 its charter)

---------------

OREGON 93-0370304
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)

13900 N.W. SCIENCE PARK DRIVE
PORTLAND, OREGON 97229
(Address of Principal (Zip Code)
Executive Offices)

---------------

ELECTRO SCIENTIFIC INDUSTRIES, INC. 1989 STOCK OPTION PLAN
(Full title of plan)

---------------

BARRY L. HARMON
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
ELECTRO SCIENTIFIC INDUSTRIES, INC.
13900 N.W. SCIENCE PARK DRIVE
PORTLAND, OREGON 97229
(Name and address of agent for service)

Telephone number, including area code, of agent for service: (503) 641-4141

Copy to:
STUART W. CHESTLER
STOEL RIVES LLP
900 SW FIFTH AVENUE, SUITE 2300
PORTLAND, OREGON 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share Price Fee
- ------------------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common Stock 400,000 Shares $20.00 $8,000,000 $2,424.24
- ------------------------------------------------------------------------------------------
<FN>
(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 $20.00, which was the
average of the high and low prices of the Common Stock on November
13, 1996 as reported in The Wall Street Journal for NASDAQ National
Market Issues.
</FN>
</TABLE>
<PAGE>
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
con tained 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 Named Experts and Counsel.
---------------------------------------

Not Applicable.

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<PAGE>
Item 6. 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) 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.

II-2
<PAGE>
(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 7. Exemption From Registration Claimed.
------------------------------------

Not Applicable.

Item 8. Exhibits.
---------

4.1 Third Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3-A to the Company's
Annual Report on Form 10-K for the year ended May 31, 1991,
File No. 0-12853).

4.2 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).

5.1 Opinion of Stoel Rives LLP.

II-3
<PAGE>
23.1 Consent of Arthur Anderson LLP.

23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1 Powers of Attorney.

Item 9. Undertakings.
-------------

The undersigned registrant hereby undertakes:

(a)(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;

(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 Sec tion 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 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.

(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 Company 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

II-4
<PAGE>
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 Company 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.

II-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Company 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 28, 1996.

ELECTRO SCIENTIFIC INDUSTRIES, INC.

By BARRY L. HARMON
-----------------------------------------
Barry L. Harmon
Senior Vice President and Chief
Financial Officer

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 October 28, 1996.

Signature Title
--------- -----

* DONALD R. VANLUVANEE President, Chief Executive Officer
- ----------------------------- and Director
Donald R. VanLuvanee (Principal Executive Officer)

BARRY L. HARMON Senior Vice President and Chief
- ----------------------------- Financial Officer
Barry L. Harmon (Principal Financial and Accounting Officer)

* 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 BARRY L. HARMON
----------------------------------
Barry L. Harmon, Attorney-in-Fact

II-6
<PAGE>
EXHIBIT INDEX

Exhibit
Number Document Description
- ------- --------------------

4.1 Third Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3-A to the Company's
Annual Report on Form 10-K for the year ended May 31, 1991,
File No. 0-12853).

4.2 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).

5.1 Opinion of Stoel Rives LLP.

23.1 Consent of Arthur Anderson LLP.

23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1 Powers of Attorney.

II-7

EXHIBIT 5.1

November 20, 1996

Board of Directors
Electro Scientific Industries, Inc.
13900 N.W. 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 400,000 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 LLP

II-8

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of Electro
Scientific Industries, Inc. pertaining to the shares of Electro Scientific
Industries, Inc. common stock being offered to certain employees and
directors of the Company, of our report dated July 3, 1996 included in the
Electro Scientific Industries, Inc. Form 10-K for the fiscal year ended May
31, 1996 and to all references to our firm included in this Registration
Statement.

ARTHUR ANDERSON LLP

Portland, Oregon
November 15, 1996

II-9

EXHIBIT 24.1