As filed with the Securities and Exchange Commission on September 18, 1997
Registration No. 333-
---------------
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:
ANNETTE M. MULEE
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. [ ]
<PAGE>
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]
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. [ ]
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<PAGE>
<TABLE>
<CAPTION>
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
- ------------------- ---------- --------- --------- -------
<S> <C> <C> <C> <C>
Common Stock,
without par value 100,000 Shares $51.7375 $5,173,750 $1,568
- ------------------------------------------------------------------------------------
(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 $51.7375, which was the average of the
high and low prices of the Common Stock on September 17, 1997 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.
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<PAGE>
PROSPECTUS
ELECTRO SCIENTIFIC INDUSTRIES, INC.
100,000 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 September 17, 1997, the closing price for the
Common Stock as reported in The Wall Street Journal was $56.00 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 September 18, 1997.
<PAGE>
THE COMPANY
Electro Scientific Industries, Inc. ("ESI" or the "Company") provides
electronics manufacturers with equipment necessary to produce components used in
wireless telecommunications, computers, automotive electronics, and many other
electronic products. ESI believes it is the leading supplier of advanced laser
systems used to adjust (trim) electronic circuitry and to improve the yield of
semiconductor memory devices. ESI produces high-speed test and handling
equipment used in the high-volume production of miniature capacitors.
Additionally, ESI designs and manufactures machine vision products and laser
electronic packaging systems for manufacturers of electronics products,
including drilling micro-vias in printed circuit boards. ESI's products enable
these manufacturers to reduce production costs, increase yields and improve the
quality of their products. ESI's customers include manufacturers of: wireless
telecommunication products (Ericsson and Motorola); automotive electronics
(Delco, Ford, Nippon-Denso and Siemens); miniature capacitors (Kemet,
Kyocera/AVX, Murata, Philips, and Samsung) and semiconductor memory devices
(Fujitsu, Hitachi, Hyundai, IBM, Samsung and Texas Instruments).
ESI's executive offices are located at 13900 NW Science Park Drive,
Portland, OR 97229 and its 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, Suite
1300, New York, New York 10048; 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California
90036. The SEC maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically. 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 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.
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<PAGE>
RISK FACTORS
The following factors should be carefully considered, in addition to the
other information presented in this Prospectus. This Prospectus contains
forward-looking statements which involve risks and uncertainties. ESI's actual
results could differ materially from those anticipated in these forward-looking
statements as a result of such risks and uncertainties, including those set
forth in the following risk factors and elsewhere in this Prospectus.
Electronics Industry Downturns May Adversely Affect Operating Results
ESI's business depends in large part upon the capital expenditures of
manufacturers of electronic devices, including miniature capacitors and
semiconductor memory devices, and circuits used in wireless telecommunications
equipment, including pagers and cellular phones, automotive electronics, and
computers. The markets for products manufactured by ESI'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
ESI. There is no assurance that these markets would not experience downturns in
the future or that such downturns would not have a material adverse effect on
ESI's operating results.
Rapid Technological Change; Dependence on New Product Introductions and Product
Enhancements
The market for ESI's products is characterized by rapidly changing
technology and evolving industry standards. There can be no assurance that ESI's
current technology base will continue to address current and evolving customer
needs. ESI 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 ESI's competitive position. The announcements or introductions of new
products by ESI or its competitors may adversely affect ESI's operating results,
since these announcements or introductions may cause customers to defer or
forego ordering products from ESI's existing product lines.
Variability of Quarterly Operating Results
ESI 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 ESI and its
competitors, market acceptance of new and enhanced versions of ESI's products,
timing and shipment of significant orders, mix of products sold, customer
cancellations or shipment delay, production delays, exchange rate fluctuations,
management decisions to commence or discontinue products, length of sales cycles
and cyclicality in the electronics industry.
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<PAGE>
ESI 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 over $1 million. As a result, the timing of a single transaction could have a
significant impact on ESI's quarterly net sales and operating results.
ESI's backlog at the beginning of a quarter does not include all orders
needed to achieve ESI's sales objectives for that quarter. Consequently, ESI's
net sales and operating results for a quarter will depend upon ESI generating
orders to be shipped in the same quarter that the order is received.
Furthermore, a substantial portion of ESI'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 ESI's expectations, which would
have a material adverse effect on ESI'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
ESI to reduce its expenses in a particular quarter if ESI's sales goals for such
quarter are not met. Accordingly, there can be no assurance that ESI will not
sustain losses in future quarters.
Competition
The electronics capital equipment industry is highly competitive. In each
of the markets it serves, ESI faces substantial competition from established
competitors, some of which have greater financial, engineering, manufacturing
and marketing resources than ESI. In addition, many of ESI's customers have the
potential to compete with ESI because they have developed, or have the ability
to develop, manufacturing equipment for internal use. ESI'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, including systems
development efforts by certain of ESI's customers, often necessitate price
reductions which can adversely affect operating results. Although ESI believes
that it has certain technical and other advantages over its competitors,
maintaining such advantages will require a continued high level of investment by
ESI in research and development and sales and marketing. There can be no
assurance that ESI will have sufficient resources to continue to make such
investments or that ESI will be able to make the technological advances
necessary to maintain such competitive advantages.
Patents and Other Intellectual Property
ESI's success depends in part on its proprietary technology. While ESI
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 ESI will
be able to protect its technology or that
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<PAGE>
competitors will not be able to develop similar technology independently. No
assurance can be given that the claims allowed on any patents held by ESI will
be sufficiently broad to protect ESI's technology. In addition, no assurance can
be given that any patents issued to ESI will not be challenged, invalidated, or
circumvented or that the rights granted thereunder will provide competitive
advantages to ESI.
In addition, ESI and its customers from time to time receive letters from
third parties, including some of ESI's competitors, alleging infringement of
such parties' patent rights by ESI's products. While such letters are prevalent
in ESI's industry and ESI has in the past been able to license necessary patents
or technology on commercially reasonable terms, there can be no assurance that
ESI would prevail in any litigation seeking damages or expenses from ESI or to
enjoin ESI from selling its products on the basis of such alleged infringement,
or that ESI would be able to license any valid and infringed patents on
reasonable terms.
Some customers using certain products of ESI 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 ESI that they may be seeking indemnification from
ESI for any damages and expenses resulting from this matter. One of ESI's
customers has settled its litigation with Mr. Lemelson, and several other
customers are currently engaged in litigation involving Mr. Lemelson's patents.
ESI cannot predict the outcome of this or similar litigation or its effect upon
ESI, and there can be no assurance that any such litigation or claim would not
have a material adverse effect upon ESI's financial condition or results of
operations.
Fluctuations in International Sales and Currency Exchange Rates Can Adversely
Affect Results
International sales accounted for 70.8%, 66.9% and 71% of ESI's net sales
for fiscal years ended May 31, 1995, 1996, and 1997, respectively. ESI expects
that international sales will continue to represent a significant percentage of
net sales in the future. As a result, a significant portion of ESI's sales will
be subject to certain risks, including changes in demand resulting from
fluctuations in interest and currency exchange rates, as well as by factors such
as the risk of 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 ESI is dependent, in part, on its ability to retain
certain key personnel. ESI also needs to attract additional skilled personnel in
many areas of its business to continue to grow. There can be no assurance that
ESI will be able to retain its existing personnel or attract additional
qualified employees in the future.
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Dependence on Suppliers
Certain of the components included in ESI's systems are obtained from a
single source or a limited group of suppliers. Although ESI 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 ESI'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 ESI's results of operations.
[THIS SPACE INTENTIONALLY LEFT BLANK.]
6
<PAGE>
SELLING SHAREHOLDERS
The Selling Shareholders are all former shareholders of Chip Star
Inc., who acquired the Shares offered hereby in connection with the acquisition
of Chip Star Inc. by ESI on June 26, 1997. 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 September , 1997 Prospectus
--------------- -------------------- ----------------
<S> <C> <C>
Denver Braden 394,560 66,667
Angelo Mitchell 197,280 33,333
--------
TOTAL 100,000
</TABLE>
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
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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.
INCORPORATION OF CERTAIN 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.
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.
8
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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................... $ 1,568
Legal fees......................... 1,500*
Accounting Fees.................... 500*
Miscellaneous...................... 100
--------
Total..................... $ 3,768
---------------
* 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) actually and reasonably incurred
if the person concerned acted in good faith
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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.
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,
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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.
---------
4.1 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.
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.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of the securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum
II-3
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aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-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 September 18, 1997.
ELECTRO SCIENTIFIC INDUSTRIES, INC.
By /s/ BARRY L. HARMON
--------------------------------------
Barry L. Harmon
Senior Vice President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 18th day of September, 1997.
Signature Title
--------- -----
(1) Principal Financial and
Accounting Officer:
/s/ BARRY L. HARMON Senior Vice President and
---------------------------------- Chief Executive Officer
Barry L. Harmon
(2) Principal Executive Officer:
*DONALD R. VANLUVANEE President and Chief
---------------------------------- Executive Officer
Donald R. Vanluvanee
(3) Directors:
*DAVID F. BOLENDER Director
----------------------------------
David F. Bolender
*DOUGLAS C. STRAIN Director
----------------------------------
Douglas C. Strain
*LARRY L. HANSEN Director
----------------------------------
Larry L. Hansen
II-5
<PAGE>
*W. ARTHUR PORTER Director
----------------------------------
W. Arthur Porter
*VERNON B. RYLES, JR. Director
----------------------------------
Vernon B. Ryles, Jr.
*KEITH L. THOMSON Director
----------------------------------
Keith L. Thomson
*By /s/ 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 Independent Public Accountants.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
September 18, 1997
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-3
(the "Registration Statement") under the Securities Act of 1933, as amended,
covering the resale of 100,000 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; and
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 LLP
STOEL RIVES LLP
EXHIBIT 23.1
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 of our
report dated July 3, 1997 included in the Annual Report on Form 10-K of Electro
Scientific Industries, Inc. (the "Company") for the fiscal year ended May 31,
1997, our report dated August 15, 1997 included in the Company's Current Report
on Form 8-K/A Amendment No. 1 dated August 21, 1997, and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Portland, Oregon,
September 18, 1997
EXHIBIT 24.1
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 Donald R. VanLuvanee, Barry L. Harmon and Larry T. Rapp, and each of
them, his true and lawful attorney and agent to do any and all acts and things
and to 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 100,000 shares of Common Stock
of Electro Scientific Industries, Inc. to be registered for resale by former
shareholders of Chip Star Inc., the Company's wholly-owned subsidiary, 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 thereto (including any post-effective amendment) or
application for amendment thereto 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 18, 1997
DONALD R. VANLUVANEE
-----------------------------------------
Donald R. VanLuvanee
<PAGE>
EXHIBIT 24.1
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 Donald R. VanLuvanee, Barry L. Harmon and Larry T. Rapp, and each of
them, his true and lawful attorney and agent to do any and all acts and things
and to 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 100,000 shares of Common Stock
of Electro Scientific Industries, Inc. to be registered for resale by former
shareholders of Chip Star Inc., the Company's wholly-owned subsidiary, 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 thereto (including any post-effective amendment) or
application for amendment thereto 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 18, 1997
DAVID F. BOLENDER
-----------------------------------------
David F. Bolender
<PAGE>
EXHIBIT 24.1
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 Donald R. VanLuvanee, Barry L. Harmon and Larry T. Rapp, and each of
them, his true and lawful attorney and agent to do any and all acts and things
and to 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 100,000 shares of Common Stock
of Electro Scientific Industries, Inc. to be registered for resale by former
shareholders of Chip Star Inc., the Company's wholly-owned subsidiary, 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 thereto (including any post-effective amendment) or
application for amendment thereto 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 18, 1997
DOUGLAS C. STRAIN
-----------------------------------------
Douglas C. Strain
<PAGE>
EXHIBIT 24.1
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 Donald R. VanLuvanee, Barry L. Harmon and Larry T. Rapp, and each of
them, his true and lawful attorney and agent to do any and all acts and things
and to 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 100,000 shares of Common Stock
of Electro Scientific Industries, Inc. to be registered for resale by former
shareholders of Chip Star Inc., the Company's wholly-owned subsidiary, 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 thereto (including any post-effective amendment) or
application for amendment thereto 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 18, 1997
LARRY L. HANSEN
-----------------------------------------
Larry L. Hansen
<PAGE>
EXHIBIT 24.1
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 Donald R. VanLuvanee, Barry L. Harmon and Larry T. Rapp, and each of
them, his true and lawful attorney and agent to do any and all acts and things
and to 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 100,000 shares of Common Stock
of Electro Scientific Industries, Inc. to be registered for resale by former
shareholders of Chip Star Inc., the Company's wholly-owned subsidiary, 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 thereto (including any post-effective amendment) or
application for amendment thereto 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 18, 1997
W. ARTHUR PORTER
-----------------------------------------
W. Arthur Porter
<PAGE>
EXHIBIT 24.1
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 Donald R. VanLuvanee, Barry L. Harmon and Larry T. Rapp, and each of
them, his true and lawful attorney and agent to do any and all acts and things
and to 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 100,000 shares of Common Stock
of Electro Scientific Industries, Inc. to be registered for resale by former
shareholders of Chip Star Inc., the Company's wholly-owned subsidiary, 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 thereto (including any post-effective amendment) or
application for amendment thereto 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 18, 1997
VERNON B. RYLES, JR.
-----------------------------------------
Vernon B. Ryles, Jr.
<PAGE>
EXHIBIT 24.1
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 Donald R. VanLuvanee, Barry L. Harmon and Larry T. Rapp, and each of
them, his true and lawful attorney and agent to do any and all acts and things
and to 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 100,000 shares of Common Stock
of Electro Scientific Industries, Inc. to be registered for resale by former
shareholders of Chip Star Inc., the Company's wholly-owned subsidiary, 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 thereto (including any post-effective amendment) or
application for amendment thereto 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 18, 1997
KEITH L. THOMSON
-----------------------------------------
Keith L. Thomson
