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-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)
---------------
Chip Star Inc. ("Chip Star") Incentive Stock Option Plan
(Full title of plan)
---------------
DONALD R. VANLUVANEE
President and Chief Executive 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:
ANNETTE M. MULEE
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 (1) Fee
- ------------------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common Stock 108,165 Shares $3.04 $55,107.07 $16.70
- -------------------------------------------------------------------------------------
(1) All shares to be registered on this Form S-8 are issuable pursuant to
options which previously have been granted. The Proposed Maximum Aggregate
Offering Price has been calculated from the 8 following option exercise
prices:
Aggregate
Number Exercise Exercise
of Shares Price Price
--------- --------- ------------
68,027 $ 0.2535 $ 17,244.84
20,408 $ 0.2535 $ 5,173.43
16,440 $ 1.38 $ 22,687.20
658 $ 3.04 $ 2,000.32
658 $ 3.04 $ 2,000.32
658 $ 3.04 $ 2,000.32
658 $ 3.04 $ 2,000.32
658 $ 3.04 $ 2,000.32
</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
contained in the Company's registration statement filed under Section
12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not Applicable.
II-1
<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'
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 Independent Public Accountants.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
Item 9. Undertakings.
-------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, 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 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 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.
II-4
<PAGE>
(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.
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 September 18, 1997.
ELECTRO SCIENTIFIC INDUSTRIES, INC.
By: /s/ 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 September 18, 1997.
Signature Title
--------- -----
*DONALD R. VANLUVANEE President, Chief Executive Officer, and
- ---------------------------------- Director (Principal Executive Officer)
Donald R. VanLuvanee
BARRY L. HARMON Senior Vice President and Chief
- ---------------------------------- Financial Officer (Principal Financial
Barry L. Harmon 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: /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-8
(the "Registration Statement") under the Securities Act of 1933, as amended,
covering 108,165 shares of common stock (the "Shares") of the Company issuable
in connection with the Chip Star Inc. Incentive Stock Option Plan of Chip Star
Inc. ("Chip Star"), the Company's wholly-owned subsidiary. 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, when issued pursuant to the
Chip Star Incentive Stock Option Plan and the Agreement of
Reorganization and Merger dated June 26, 1997, by and among the
Company, CI Merger Corp., Chip Star, and the shareholders of Chip Star
and in accordance with the resolutions adopted by the Board of
Directors of the Company, 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
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-8 registration statement 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
(Chip Star Inc. Stock Plan)
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 shares of Common Stock of
Electro Scientific Industries, Inc. issuable pursuant to the Chip Star Inc.
Incentive Stock Option Plan 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-8 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
(Chip Star Inc. Stock Plan)
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 shares of Common Stock of
Electro Scientific Industries, Inc. issuable pursuant to the Chip Star Inc.
Incentive Stock Option Plan 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-8 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
(Chip Star Inc. Stock Plan)
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 shares of Common Stock of
Electro Scientific Industries, Inc. issuable pursuant to the Chip Star Inc.
Incentive Stock Option Plan 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-8 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
(Chip Star Inc. Stock Plan)
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 shares of Common Stock of
Electro Scientific Industries, Inc. issuable pursuant to the Chip Star Inc.
Incentive Stock Option Plan 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-8 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
(Chip Star Inc. Stock Plan)
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 shares of Common Stock of
Electro Scientific Industries, Inc. issuable pursuant to the Chip Star Inc.
Incentive Stock Option Plan 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-8 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
(Chip Star Inc. Stock Plan)
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 shares of Common Stock of
Electro Scientific Industries, Inc. issuable pursuant to the Chip Star Inc.
Incentive Stock Option Plan 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-8 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
(Chip Star Inc. Stock Plan)
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 shares of Common Stock of
Electro Scientific Industries, Inc. issuable pursuant to the Chip Star Inc.
Incentive Stock Option Plan 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-8 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
