<PAGE> 1
As filed with the Securities and Exchange Commission on June 11, 1999
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.)
4000 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
NOVELLUS SYSTEMS, INC. AMENDED AND RESTATED
1992 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
Richard S. Hill
President and Chief Executive Officer
Novellus Systems, Inc.
4000 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 maximum Proposed
Title of securities to Amount to be offering price maximum aggregate Amount of
be registered registered per share (1) offering price (1) registration fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,750,000 $55.6875 $ 97,453,125 $ 27,092
- -------------------------------------------------------------------------------------------------------
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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 June 7, 1999.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plans described
herein.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration
Statement the following documents and information previously filed with the
Securities and Exchange Commission (the "Commission"):
1. 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, No.
333-35487 and No. 333-65567, 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.
2. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").
3. The Company's Current Report on Form 10-Q filed on May 11, 1999.
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on August
31, 1988.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement,
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
<PAGE> 3
Item 8. Exhibits.
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Exhibit
Number Description
------ -----------
<S> <C>
5.1 Opinion of Morrison & Foerster.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
25.1 Power of Attorney (see Signature Page).
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<PAGE> 4
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 June 11, 1999.
NOVELLUS SYSTEMS, INC.
By: /s/ Richard S. Hill
-------------------------------------
Richard S. Hill
President and Chief Executive Officer
POWER OF ATTORNEY
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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Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Richard S. Hill President, Chief June 11, 1999
- ---------------------------------- Executive Officer
Richard S. Hill (Principal Executive
Officer) and Director
/s/ Robert H. Smith Vice President, June 11, 1999
- ---------------------------------- Finance and
Robert H. Smith Administration,
Chief Financial Officer,
Secretary (Principal
Financial Officer)
/s/ J. Michael Dodson Corporate Controller June 11, 1999
- --------------------------------- (Principal Accounting
J. Michael Dodson Officer) and Director
/s/ D. James Guzy Director June 11, 1999
- ---------------------------------
D. James Guzy
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Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ J. David Litster Director June 11, 1999
- ---------------------------------
J. David Litster
/s/ Tom Long Director June 11, 1999
- ---------------------------------
Tom Long
/s/ Glen G. Possley Director June 11, 1999
- ---------------------------------
Glen G. Possley
/s/ William R. Spivey Director June 11, 1999
- ---------------------------------
William R. Spivey
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<PAGE> 6
INDEX TO EXHIBITS
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Exhibit
Number Description
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<S> <C>
5.1 Opinion of Morrison & Foerster.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
25.1 Power of Attorney (see Signature Page).
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EXHIBIT 5.1
June 11, 1999
Novellus Systems, Inc.
4000 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 June 11, 1999 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of 1,750,000 shares of Common Stock, no par value, of the Company (the
"Stock") 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
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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 Amended
and Restated 1992 Employee Stock Purchase Plan of Novellus Systems, Inc. of our
report dated January 18, 1999, 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, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
June 11, 1999
