As filed with the Securities and Exchange Commission on February 17, 1998
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)
---------------
Applied Intelligent Systems, Inc. ("AISI") 1989 Incentive Stock Option
Plan, 1991 Incentive Stock Option Plan, 1992 Incentive Stock Option Plan,
and 1995 Incentive Stock Option Plan, and non-qualified stock option
agreements between AISI and Barry Borgerson (dated May 4, 1993) and Jon G.
Ehrmann (dated July 30, 1990)
(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 274,603 Shares $13.13 $ 2,322,214.54 $685.05
- -------------------------------------------------------------------------------------------------
(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 following three option exercise
prices:
Aggregate
Number Exercise Exercise
of Shares Price Price
--------- -------- --------------
84,613 $ 3.28 $ 277,530.64
68,580 $ 6.57 $ 450,570.60
121,410 $13.13 $ 1,594,113.30
------- --------------
274,603 $ 2,322,214.54
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by Electro Scientific Industries, Inc.
(the "Company") with the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
filed pursuant to rule 424(b) under the Securities Act of 1933 that
contains audited financial statements for the Company's latest fiscal year
for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Company con
tained in the Company's registration statement filed under Section 12 of
the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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's Annual
Report on Form 10-K for the year ended May 31, 1991, File No.
0-12853).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3-B
to the Company's Annual Report on Form 10-K for the year ended
May 31, 1994, File No. 0-12853).
5.1 Opinion of Stoel Rives LLP.
II-3
<PAGE>
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Sec tion 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new
II-4
<PAGE>
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon on December 30, 1997.
ELECTRO SCIENTIFIC INDUSTRIES, INC.
By BARRY L. HARMON
--------------------------------------
Barry L. Harmon
Senior Vice President, Finance 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 December 30, 1997.
Signature Title
--------- -----
* DONALD R. VANLUVANEE President, Chief Executive Officer and
- ---------------------------------- Director
Donald R. VanLuvanee (Principal Executive Officer)
BARRY L. HARMON Senior Vice President, Finance 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.
II-7
EXHIBIT 5.1
February 17, 1998
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 274,603 shares of common stock (the "Shares") of the Company issuable
in connection with the 1989 Incentive Stock Option Plan, 1991 Incentive Stock
Option Plan, 1992 Incentive Stock Option Plan and the 1995 Incentive Stock
Option Plan of Applied Intelligent Systems, Inc. ("AISI"), the Company's
wholly-owned subsidiary, as well as the two non-qualified stock option
agreements between AISI and Barry Borgerson (dated May 4, 1993) and Jon G.
Ehrmann (dated July 30, 1990) (collectively, the "AISI 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
AISI Stock Plans and the Agreement of Reorganization and Merger dated September
29, 1997, by and among the Company, AISI, and Asteroid Merger Corp. 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 Form S-8 registration statement of our report dated January 9,
1998 included in the Form 8-K/A, Amendment No. 1 of Electro Scientific
Industries, Inc. for the fiscal year ended May 31, 1997, and to all references
to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Portland, Oregon
February 13, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
(AISI 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 and Barry L. Harmon, 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 1989 Incentive Stock Option Plan, 1991 Incentive
Stock Option Plan, 1992 Incentive Stock Option Plan and the 1995 Incentive Stock
Option Plan of Applied Intelligent Systems, Inc. ("AISI"), the Company's
wholly-owned subsidiary, as well as the two non-qualified stock option
agreements between AISI and Barry Borgerson (dated May 4, 1993) and Jon G.
Ehrmann (dated July 30, 1990) (collectively, the "AISI Stock Plans"), 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: December 30, 1997
DONALD R. VANLUVANEE
-----------------------------------------
Donald R. VanLuvanee
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(AISI 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 and Barry L. Harmon, 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 1989 Incentive Stock Option Plan, 1991 Incentive
Stock Option Plan, 1992 Incentive Stock Option Plan and the 1995 Incentive Stock
Option Plan of Applied Intelligent Systems, Inc. ("AISI"), the Company's
wholly-owned subsidiary, as well as the three non-qualified stock option
agreements between AISI and Barry Borgerson (dated May 4, 1993) and Jon G.
Ehrmann (dated July 30, 1990) (collectively, the "AISI Stock Plans"), 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: December 30, 1997
BARRY L. HARMON
-----------------------------------------
Barry L. Harmon
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(AISI 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 and Barry L. Harmon, 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 1989 Incentive Stock Option Plan, 1991 Incentive
Stock Option Plan, 1992 Incentive Stock Option Plan and the 1995 Incentive Stock
Option Plan of Applied Intelligent Systems, Inc. ("AISI"), the Company's
wholly-owned subsidiary, as well as the three non-qualified stock option
agreements between AISI and Barry Borgerson (dated May 4, 1993 and Jon G.
Ehrmann (dated July 30, 1990) (collectively, the "AISI Stock Plans"), 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: December 30, 1997
DAVID F. BOLENDER
-----------------------------------------
David F. Bolender
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(AISI 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 and Barry L. Harmon, 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 1989 Incentive Stock Option Plan, 1991 Incentive
Stock Option Plan, 1992 Incentive Stock Option Plan and the 1995 Incentive Stock
Option Plan of Applied Intelligent Systems, Inc. ("AISI"), the Company's
wholly-owned subsidiary, as well as the three non-qualified stock option
agreements between AISI and Barry Borgerson (dated May 4, 1993) and Jon G.
Ehrmann (dated July 30, 1990) (collectively, the "AISI Stock Plans"), 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: December 30, 1997
DOUGLAS C. STRAIN
-----------------------------------------
Douglas C. Strain
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(AISI 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 and Barry L. Harmon, 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 1989 Incentive Stock Option Plan, 1991 Incentive
Stock Option Plan, 1992 Incentive Stock Option Plan and the 1995 Incentive Stock
Option Plan of Applied Intelligent Systems, Inc. ("AISI"), the Company's
wholly-owned subsidiary, as well as the three non-qualified stock option
agreements between AISI and Barry Borgerson (dated May 4, 1993) and Jon G.
Ehrmann (dated July 30, 1990) (collectively, the "AISI Stock Plans"), 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: December 30, 1997
LARRY L. HANSEN
-----------------------------------------
Larry L. Hansen
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(AISI 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 and Barry L. Harmon, 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 1989 Incentive Stock Option Plan, 1991 Incentive
Stock Option Plan, 1992 Incentive Stock Option Plan and the 1995 Incentive Stock
Option Plan of Applied Intelligent Systems, Inc. ("AISI"), the Company's
wholly-owned subsidiary, as well as the three non-qualified stock option
agreements between AISI and Barry Borgerson (dated May 4, 1993) and Jon G.
Ehrmann (dated July 30, 1990) (collectively, the "AISI Stock Plans"), 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: December 30, 1997
W. ARTHUR PORTER
-----------------------------------------
W. Arthur Porter
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(AISI 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 and Barry L. Harmon, 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 1989 Incentive Stock Option Plan, 1991 Incentive
Stock Option Plan, 1992 Incentive Stock Option Plan and the 1995 Incentive Stock
Option Plan of Applied Intelligent Systems, Inc. ("AISI"), the Company's
wholly-owned subsidiary, as well as the three non-qualified stock option
agreements between AISI and Barry Borgerson (dated May 4, 1993) and Jon G.
Ehrmann (dated July 30, 1990) (collectively, the "AISI Stock Plans"), 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: December 30, 1997
VERNON B. RYLES, JR.
-----------------------------------------
Vernon B. Ryles Jr.
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(AISI 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 and Barry L. Harmon, 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 1989 Incentive Stock Option Plan, 1991 Incentive
Stock Option Plan, 1992 Incentive Stock Option Plan and the 1995 Incentive Stock
Option Plan of Applied Intelligent Systems, Inc. ("AISI"), the Company's
wholly-owned subsidiary, as well as the three non-qualified stock option
agreements between AISI and Barry Borgerson (dated May 4, 1993) and Jon G.
Ehrmann (dated July 30, 1990) (collectively, the "AISI Stock Plans"), 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: December 30, 1997
KEITH L. THOMSON
-----------------------------------------
Keith L. Thomson
