<PAGE> 1
As filed with the Securities and Exchange Commission on October 13, 1998
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)
<TABLE>
<S> <C>
CALIFORNIA 77-00246
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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)
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered share (1) price (1) registration fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,350,000 $22.375 $30,206,250 $8,911
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 October 7, 1998.
Page 1 of 7 Pages.
Exhibit Index Located at Page 4.
<PAGE> 2
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, No. 333-11825 and No. 333-35487, 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.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<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.
</TABLE>
* Incorporated by reference to the exhibit filed with Registrant's Report on
Form 10-K filed with the Securities and Exchange Commission ("SEC") on
February 18, 1994 and the Registrant's Report on Form 10-K filed with the
SEC on March 9, 1998.
** Incorporated by reference to the exhibit filed with Registrant's
Registration Statement on Form S-1, File No. 33-23011, which was declared
effective August 11, 1988, and the Registrant's Report on Form 10-K filed
with the SEC on March 9, 1998.
II-1
<PAGE> 3
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 October 9,
1998.
NOVELLUS SYSTEMS, INC.
By: /s/ Richard S. Hill
-------------------------------------
Richard S. Hill
President and Chief Executive Officer
POWER OF ATTORNEY
II-2
<PAGE> 4
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.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Richard S. Hill President, Chief Executive October 9, 1998
- ---------------------------------- Officer (Principal
Richard S. Hill Executive Officer) and
Director
/s/ Robert H. Smith Vice President, Finance and October 9, 1998
- ---------------------------------- Administration,
Robert H. Smith Chief Financial Officer,
Secretary (Principal
Financial Officer)
/s/ J. Michael Dodson Vice President, Corporate October 9, 1998
- ---------------------------------- Controller (Principal
J. Michael Dodson Accounting Officer)
/s/ D. James Guzy Director October 9, 1998
- ----------------------------------
D. James Guzy
/s/ J. David Litster Director October 9, 1998
- ----------------------------------
J. David Litster
/s/ Tom Long Director October 9, 1998
- ----------------------------------
Tom Long
/s/ Glen G. Possley Director October 9, 1998
- ----------------------------------
Glen G. Possley
/s/ William R. Spivey Director Ocotber 9, 1998
- ----------------------------------
William R. Spivey
</TABLE>
II-3
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<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 (Included on Signature Page).
</TABLE>
* Incorporated by reference to the exhibit filed with Registrant's Report on
Form 10-K filed with the Securities and Exchange Commission ("SEC") on
February 18, 1994 and the Registrant's Report on Form 10-K filed with the
SEC on March 9, 1998.
** Incorporated by reference to the exhibit filed with Registrant's
Registration Statement on Form S-1, File No. 33-23011, which was declared
effective August 11, 1988, and the Registrant's Report on Form 10-K filed
with the SEC on March 9, 1998.
II-4
<PAGE> 1
EXHIBIT 5.1
Opinion of Morrison & Foerster
October 13, 1998
Novellus Systems, Inc.
3970 North First Street
San Jose, CA 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 October 12, 1998 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of 1,350,000 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
shares to be issued under the Company's 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
----------------------------------
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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 16, 1998, with respect to the consolidated financial
statements and schedule of Novellus Systems, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
-----------------------------
San Jose, California
October 9, 1998
