<PAGE> 1
As filed with the Securities and Exchange Commission on September 12, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOVELLUS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
California 77-00246
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3970 North First Street
San Jose, CA 95134
(Address of Principal Executive Office Including Zip Code)
NOVELLUS SYSTEMS, INC.
AMENDED AND RESTATED 1992 STOCK OPTION PLAN
AMENDED AND RESTATED 1992 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
Richard S. Hill
President and Chief Executive Officer
Novellus Systems, Inc.
3970 North First Street
San Jose, CA 95134
(Name and address of agent for service)
(408) 943-9700
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed
Proposed maximum
Title of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per share (1) price (1) registration fee
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<S> <C> <C> <C> <C>
Common Stock 720,000 $114.00 $82,080,000 $24,873
- ------------------------------------------------------------------------------------------------------------------------
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of
1933 and based upon the average of the high and low prices reported on
the Nasdaq National Market on September 8, 1997.
Page 1 of 7 Pages.
Exhibit Index Located at Page 5.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
In accordance with General Instruction E to Form S-8, the contents of
the Registrant's Registration Statements on Form S-8, Commission File No.
33-51056, No. 33-88156, No. 33-62807 and No. 333-11825, including exhibits
thereto, are hereby incorporated by reference into this Registration Statement,
except as the same may be modified by the information set forth herein.
Item 8. Exhibits.
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<CAPTION>
Exhibit
Number Description
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<S> <C>
4.1* Amended and Restated Articles of Incorporation of Registrant
4.2** Form of Bylaws of Registrant, as amended to date
5.1 Opinion of Morrison & Foerster.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
25.1 Power of Attorney (see page II-2).
* Incorporated by reference to the exhibit filed with Registrant's
Registration Statement on Form S-1, File No. 33-37607, which was
declared effective November 19, 1990.
** Incorporated by reference to the exhibit filed with Registrant's
Registration Statement on Form S-1, File No. 33-23011, which was
declared effective September 11, 1988.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Novellus Systems, Inc., 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 San Jose, State of
California, on September 12, 1997.
NOVELLUS SYSTEMS, INC.
By: /s/ Richard S. Hill
----------------------
Richard S. Hill
President and Chief Executive Officer
POWER OF ATTORNEY
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Each person whose signature appears below constitutes and appoints
Richard S. Hill and Robert H. Smith, and each of them, as attorneys-in-fact,
each with the power of substitution, for him in any and all capacities, to sign
any amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming anything the said
attorney-in-fact or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Capacity Date
- ---------- --------- -----
<S> <C> <C>
/s/ Richard S. Hill President, Chief Executive September 12, 1997
- -------------------------------- Officer (Principal
Richard S. Hill Executive Officer) and
Director
/s/ Robert H. Smith Vice President, Finance and September 12, 1997
- -------------------------------- Administration,
Robert H. Smith Chief Financial Officer,
Secretary (Principal
Financial and Accounting
Officer) and Director
/s/ Richard Aurelio Director
- --------------------------------
Richard Aurelio September 12, 1997
/s/ D. James Guzy Director September 12, 1997
- --------------------------------
D. James Guzy
/s/ Tom Long Director
- --------------------------------
Tom Long September 12, 1997
/s/ Glen G. Possley Director
- --------------------------------
Glen G. Possley September 12, 1997
/s/ Joseph Van Poppelen Director
- --------------------------------
Joseph Van Poppelen September 12, 1997
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INDEX TO EXHIBITS
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Exhibit
Number Description
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<S> <C>
4.1* Amended and Restated Articles of Incorporation of Registrant
4.2** Form of Bylaws of Registrant, as amended to date
5.1 Opinion of Morrison & Foerster.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
25.1 Power of Attorney.
* Incorporated by reference to the exhibit filed with Registrant's
Registration Statement on Form S-1, File No. 33-37607, which was
declared effective November 19, 1990.
** Incorporated by reference to the exhibit filed with Registrant's
Registration Statement on Form S-1, File No. 33-23011, which was
declared effective September 11, 1988.
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EXHIBIT 5.1
Opinion of Morrison & Foerster
September 12, 1997
Novellus Systems, Inc.
81 Vista Montana
San Jose, California 95134
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Novellus Systems, Inc., a California corporation (the "Company"), with the
Securities and Exchange Commission on September 12, 1997 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of 720,000 shares of the Company's Common Stock, no par value (the
"Stock"). The Stock is reserved for issuance pursuant to options granted or to
be granted under the Company's Amended and Restated 1992 Stock Option Plan and
the Company's Amended and Restated 1992 Employee Stock Purchase Plan. As counsel
to the Company, we have examined the proceedings taken by the Company in
connection with the registration of the Stock.
It is our opinion that the Stock, when issued and sold in the manner
described in the Registration Statement and the related Prospectus, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement and any amendments thereto.
Very truly yours,
\s\ MORRISON & FOERSTER LLP
MORRISON & FOERSTER LLP
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Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amended and Restated 1992 Stock Option Plan and the
Amended and Restated 1992 Employee Stock Purchase Plan of Novellus Systems, Inc.
of our report dated January 19, 1997, with respect to consolidated financial
statements of Novellus Systems, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1996 and the related
financial statement schedules included therein, filed with the Securities and
Exchange Commission.
/s/ERNST & YOUNG LLP
San Jose, California
September 10, 1997
