As filed with the Securities and Exchange Commission on June 19, 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)
Dynamotion, Inc. ("Dynamotion") 1991 Stock Option Plan, Dynamotion 1993 Stock
Option Plan, Dynamotion 1995 Comprehensive Stock Option Plan, Dynamotion 1995
Executive Stock Option Plan, and the Stock Option
Agreements between Dynamotion and certain former and
current employees, officers, directors, and consultants of
Dynamotion
(Full title of plans)
-------------------
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 Fee
<S> <C> <C> <C> <C>
Common Stock 86,346 Shares $110.50 $2,216,848 $672
<FN>
(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 10 following option exercise
prices:
Aggregate
Number Exercise Exercise
of Shares Price Price
1,672 $ 110.50 $ 184,756.00
815 $ 147.33 $ 120,073.95
28 $ 92.08 $ 2,578.24
1,154 $ 30.02 $ 34,643.08
6,585 $ 29.93 $ 197,089.05
1,358 $ 29.83 $ 40,509.14
18,327 $ 29.47 $ 540,096.69
6,110 $ 27.62 $ 168,758.20
543 $ 21.87 $ 11,875.41
49,754 $ 18.42 $ 916,468.68
</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
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 Arthur Andersen LLP.
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 June 18, 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
registration statement has been signed by the following persons in the
capacities indicated on June 18, 1997.
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 Andersen LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
June 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 86,346 shares of common stock (the "Shares") of the Company issuable in
connection with the Dynamotion 1991 Stock Option Plan, Dynamotion 1993 Stock
Option Plan, Dynamotion 1995 Comprehensive Stock Option Plan, and Dynamotion
1995 Executive Stock Option Plan, as well as the stock option agreements between
Dynamotion and certain former and current employees, officers, directors, and
consultants of Dynamotion, Inc. ("Dynamotion"), the Company's wholly-owned
subsidiary, (collectively, the "Dynamotion Stock Plans"). 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
Dynamotion Stock Plans and the Agreement of Reorganization and Merger
dated January 24, 1997, by and among the Company, Dynamotion/ATI
Corp., Dynamotion Merger Corp., and certain key shareholders of
Dynamotion 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
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Electro Scientific Industries, Inc.
(the Company) pertaining to the shares of the Company's Common Stock being
offered to certain current and former officers, employees, directors, and
consultants of the Company's wholly-owned subsidiary, Dynamotion, Inc., of our
reports dated July 3, 1996 included in the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1996 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Portland, Oregon,
June 18, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
(Dynamotion Stock Plans)
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 Dynamotion 1991
Stock Option Plan, Dynamotion 1993 Stock Option Plan, Dynamotion 1995
Comprehensive Stock Option Plan, Dynamotion 1995 Executive Stock Option Plan, as
well as the stock option agreements between Dynamotion and certain former and
current employees, officers, and directors of Dynamotion, Inc. ("Dynamotion"),
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: June 18, 1997
DONALD R. VANLUVANEE
---------------------------------------
Donald R. VanLuvanee
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Dynamotion Stock Plans)
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 Dynamotion 1991
Stock Option Plan, Dynamotion 1993 Stock Option Plan, Dynamotion 1995
Comprehensive Stock Option Plan, Dynamotion 1995 Executive Stock Option Plan, as
well as the stock option agreements between Dynamotion and certain former and
current employees, officers, and directors of Dynamotion, Inc. ("Dynamotion"),
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: June 18, 1997
DAVID F. BOLENDER
---------------------------------------
David F. Bolender
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Dynamotion Stock Plans)
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 Dynamotion 1991
Stock Option Plan, Dynamotion 1993 Stock Option Plan, Dynamotion 1995
Comprehensive Stock Option Plan, Dynamotion 1995 Executive Stock Option Plan, as
well as the stock option agreements between Dynamotion and certain former and
current employees, officers, and directors of Dynamotion, Inc. ("Dynamotion"),
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: June 18, 1997
DOUGLAS C. STRAIN
---------------------------------------
Douglas C. Strain
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Dynamotion Stock Plans)
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 Dynamotion 1991
Stock Option Plan, Dynamotion 1993 Stock Option Plan, Dynamotion 1995
Comprehensive Stock Option Plan, Dynamotion 1995 Executive Stock Option Plan, as
well as the stock option agreements between Dynamotion and certain former and
current employees, officers, and directors of Dynamotion, Inc. ("Dynamotion"),
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: June 18, 1997
LARRY L. HANSEN
---------------------------------------
Larry L. Hansen
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Dynamotion Stock Plans)
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 Dynamotion 1991
Stock Option Plan, Dynamotion 1993 Stock Option Plan, Dynamotion 1995
Comprehensive Stock Option Plan, Dynamotion 1995 Executive Stock Option Plan, as
well as the stock option agreements between Dynamotion and certain former and
current employees, officers, and directors of Dynamotion, Inc. ("Dynamotion"),
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: June 18, 1997
W. ARTHUR PORTER
---------------------------------------
W. Arthur Porter
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Dynamotion Stock Plans)
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 Dynamotion 1991
Stock Option Plan, Dynamotion 1993 Stock Option Plan, Dynamotion 1995
Comprehensive Stock Option Plan, Dynamotion 1995 Executive Stock Option Plan, as
well as the stock option agreements between Dynamotion and certain former and
current employees, officers, and directors of Dynamotion, Inc. ("Dynamotion"),
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: June 18, 1997
VERNON B. RYLES, JR.
---------------------------------------
Vernon B. Ryles, Jr.
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(Dynamotion Stock Plans)
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 Dynamotion 1991
Stock Option Plan, Dynamotion 1993 Stock Option Plan, Dynamotion 1995
Comprehensive Stock Option Plan, Dynamotion 1995 Executive Stock Option Plan, as
well as the stock option agreements between Dynamotion and certain former and
current employees, officers, and directors of Dynamotion, Inc. ("Dynamotion"),
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: June 18, 1997
KEITH L. THOMSON
---------------------------------------
Keith L. Thomson
