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As filed with the Securities and Exchange Commission on January 19, 2001
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)
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<S> <C>
CALIFORNIA 77-00246
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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4000 North First Street
San Jose, CA 95134
(Address of Principal Executive Office Including Zip Code)
GASONICS INTERNATIONAL CORPORATION 1994 STOCK OPTION/STOCK ISSUANCE PLAN, AND
GAMMA PRECISION TECHNOLOGY 1998 STOCK OPTION PLAN
(Full titles of the plans)
Robert H. Smith
Executive Vice President, Chief Financial Officer and Secretary
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 maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered(1) share (2) price (2) registration fee
------------------------------ --------------------- --------------------- --------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock, 1,365,740 $25.83461 $35,146,786.26 $8,787.00
no par value
------------------------------ --------------------- --------------------- --------------------- -----------------------
Common Stock, 106,180 $39.4375 $4,187,473.75 $1,047.00
no par value
------------------------------ --------------------- --------------------- --------------------- -----------------------
Total $9,834.00
------------------------------ --------------------- --------------------- --------------------- -----------------------
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(1) This Registration Statement shall also cover any additional Common
Stock which becomes issuable under the GaSonics International Corporation 1994
Stock Option/Stock Issuance Plan and the Gamma Precision Technology 1998 Stock
Option Plan, as assumed by Novellus Systems, Inc. by reason of any stock
dividend, stock split, recapitalization or other similar transactions effected
without the receipt of consideration which results in an increase in the number
of the outstanding Common Stock of Novellus Systems, Inc.
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(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended. The price of $25.8346 per share
represents the weighted average exercise price of the 1,365,740 shares of Common
Stock oustanding and subject to options under the GaSonics International
Corporation 1994 Stock Option/Stock Issuance Plan, and Gamma Precision
Technology 1998 Stock Option Plan. The price of $40.09375 per share represents
the average of the high and low price per share of Common Stock of Novellus
Systems, Inc., as reported on the Nasdaq National Market on January 16, 2001.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans described
herein.
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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, as amended (the "Act").
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 Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").
2. The Company's Current Reports on Form 10-Q filed on May 16, 2000,
August 8, 2000 and November 14, 2000;
3. The Company's Current Reports on Form 8-K filed on April 21, 2000 and
November 1, 2000;
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.
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Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Act. The Registrant's Articles of Incorporation and
Bylaws provide for indemnification of its directors and officers, and permits
indemnification of employees and other agents to the maximum extent permitted by
the California Corporations Code. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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Exhibit
Number Description
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5.1 Opinion of Morrison & Foerster LLP.
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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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 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.
(2) That, for the purpose of determining any liability under the Act,
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.
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(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 Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee plan's annual report pursuant to Section
13(d) of the Exchange Act) that is incorporated by reference in this
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 Act 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 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 the 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.
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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 January 19,
2001.
NOVELLUS SYSTEMS, INC.
By: /s/ Richard S. Hill
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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
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<S> <C> <C>
/s/ Richard S. Hill President, Chief Executive January 19, 2001
--------------------------------- Officer (Principal
Richard S. Hill Executive Officer) and
/s/ Robert H. Smith Vice President, Finance January 19, 2001
--------------------------------- and Administration,
Robert H. Smith Chief Financial Officer,
Secretary and Director
(Principal Financial
Officer)
/s/ Kevin S. Royal Corporate Controller January 19, 2001
--------------------------------- (Principal Accounting
Kevin S. Royal Officer)
Director
---------------------------------
D. James Guzy
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Signature Capacity Date
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<S> <C> <C>
/s/ J. David Litster Director January 19, 2001
---------------------------------
J. David Litster
Director
---------------------------------
Tom Long
/s/ Glen G. Possley Director January 19, 2001
---------------------------------
Glen G. Possley
/s/ William R. Spivey Director January 19, 2001
---------------------------------
William R. Spivey
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INDEX TO EXHIBITS
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Exhibit
Number Description
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5.1 Opinion of Morrison & Foerster LLP.
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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