As filed with the Securities and Exchange Commission on October 31, 1997
Registration No. 333-20847
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
To
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ELECTRO SCIENTIFIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oregon 3630 93-0370304
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification
organization) Number)
13900 NW Science Park Drive
Portland, Oregon 97229
(503) 641-4141
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-------------------
Donald R. VanLuvanee
President and Chief Executive Officer
Electro Scientific Industries, Inc.
13900 NW Science Park Drive
Portland, OR 97229-5497
(503) 641-4141
(Name, address, including ZIP code, and telephone number, including
area code, of agent for service for Registrant)
-------------------
Copies to:
Annette M. Mulee Scott N. Leslie
Stoel Rives LLP Paul, Hastings, Janofsky & Walker LLP
900 SW Fifth Avenue 695 Town Center Drive
Portland, OR 97204-1268 Costa Mesa, CA 92626-1924
(503) 224-3380 (714) 668-6200
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective
and all other conditions to the merger (the "Merger") of Dynamotion/ATI
Corp. ("Dynamotion") with and into a subsidiary of the Registrant
pursuant to the Agreement of Reorganization and Merger described
in the enclosed Proxy Statement/Prospectus have been satisfied or waived.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. [ ]
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>
ELECTRO SCIENTIFIC INDUSTRIES, INC.
Deregistration of Unissued Common Stock
Pursuant to its Registration Statement on Form S-4 (Registration No.
333-20847), Electro Scientific Industries, Inc., an Oregon corporation ("ESI")
registered 577,778 shares of its Common Stock, no par value for issuance in
connection with the merger of Dynamotion/ATI Corp., a New York corporation, with
and into Dynamotion Merger Corp., a New York corporation and a wholly owned
subsidiary of ESI formed for this purpose, with Dynamotion Merger Corp.
continuing as the surviving corporation. At the date of this Post-Effective
Amendment and as a result of the issuance of 347,072 shares pursuant to the
merger, 230,706 shares of ESI Common Stock remain unissued. ESI hereby
deregisters the 230,706 shares of ESI Common Stock not issued pursuant to such
Registration Statement.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post Effective Amendment No. 1 to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on October 31, 1997.
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 Post
Effective Amendment No. 1 to the registration statement has been signed by the
following persons in the capacities indicated on this 31st day of October, 1997.
Signature Title
--------- -----
(1) Principal Executive, Financial
and Accounting Officer:
*DONALD R. VANLUVANEE President and Chief
- ---------------------------------- Executive Officer
Donald R. VanLuvanee
BARRY L. HARMON Senior Vice President
- ---------------------------------- and Chief Financial Officer
Barry L. Harmon
(2) Directors:
*DAVID F. BOLENDER Chairman of the Board
- ----------------------------------
David F. Bolender
*DOUGLAS C. STRAIN Vice-Chairman of the Board
- ----------------------------------
Douglas C. Strain
*LARRY L. HANSEN Director
- ----------------------------------
Larry L. Hansen
*W. ARTHUR PORTER Director
- ----------------------------------
W. Arthur Porter
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<PAGE>
*VERNON B. RYLES. JR. Director
- ----------------------------------
Vernon B. Ryles, Jr.
*KEITH L. THOMSON Director
- ----------------------------------
Keith L. Thomson
*DONALD R. VANLUVANEE Director
- ----------------------------------
Donald R. VanLuvanee
*By: BARRY L. HARMON
----------------------------
Barry L. Harmon
Attorney-in-Fact
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