<PAGE>
As filed with the Securities and Exchange Commission on May 26, 1995
Registration No. 33-90158
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
FORM S-3/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
GENUS, INC.
(Exact name of Registrant as specified in its charter)
--------------------
CALIFORNIA 94-2790804
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1139 Karlstad Drive
Sunnyvale, CA 94089
(408) 747-7120
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
--------------------
WILLIAM W.R. ELDER
Chief Executive Officer
Genus, Inc.
1139 Karlstad Drive
Sunnyvale, CA 94089
(408) 747-7120
(Name, address, including zip code and telephone number, including area code,
of agent for service)
--------------------
COPIES TO:
Steven L. Berson, Esq.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(415) 493-9300
Fax: (415) 496-4088
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time as the several selling shareholders may decide.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
--------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
SUBJECT TO COMPLETION
DATED MAY 26, 1995
1,359,080 SHARES
GENUS, INC.
COMMON STOCK
The shares offered by this Prospectus may be sold by certain
shareholders (see "Selling Shareholders") from time to time through brokers, to
dealers acting as principals, directly to purchasers in negotiated transactions,
or any combination of these methods of sale. Sales may be made at prevailing
market prices at the time of such sales, at prices related to such prevailing
prices, at fixed prices that may be changed or at negotiated prices. The
Company will not receive any proceeds from the sale of the shares offered by
this Prospectus.
The Company will pay the expenses of this offering (excluding
brokerage commissions), estimated at $11,000.
On May 23, 1995, the last price of the Common Stock on the Nasdaq
National Market was $13.125 per share (symbol GGNS).
--------------------
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS."
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is May , 1995.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
AVAILABLE INFORMATION
As used in this Prospectus, unless the context otherwise requires, the
terms "Genus" and the "Company" mean Genus, Inc. and its subsidiaries. The
Company is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports and proxy information filed with the Commission
pursuant to the informational requirements of the Exchange Act may be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
regional offices of the Commission: New York Regional Office, 75 Park Place,
14th Floor, New York, New York 10007; and Chicago Regional Office, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
may be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company also has filed with the Commission a Registration
Statement (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the securities offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the Registration
Statement, copies of which may be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of
the fees prescribed by the Commission. Statements contained in this Prospectus
as to the contents of any contract or any other document filed, or incorporated
by reference, as an exhibit to the Registration Statement, are qualified in all
respects by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents, previously filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:
Annual Report on Form 10-K for the fiscal year ended December 31, 1994
(the "1994 Form 10-K");
Form 10-K/A to the 1994 Form 10-K filed May 25, 1995;
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1995 (the "March 31, 1995 Form 10-Q"); and
Form 10-Q/A to the March 31, 1995 Form 10-Q filed May 25, 1995.
Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the
termination of this offering shall be deemed to be incorporated by reference
into this Prospectus and shall be part hereof from the date of filing of such
document. Any statement contained in any document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this Prospectus modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any document described above (other than exhibits). Requests
for such copies should be directed to Genus, Inc. at its principal offices
located at 1139 Karlstad Drive, Sunnyvale, California 94089, telephone (408)
747-7120, attention: Investor Relations.
-2-
<PAGE>
RISK FACTORS
An investment in the shares being offered by this Prospectus involves
a high degree of risk. The following factors, in addition to those discussed
elsewhere in this Prospectus, should be carefully considered in evaluating the
Company and its business prospects before purchasing shares offered by this
Prospectus.
HISTORICAL PERFORMANCE. Although the Company had net income of $4.2
million in the year ended December 31, 1994, the Company experienced losses of
$4.0 million, $17.1 million and $6.9 million for the years ended December 31,
1991, 1992 and 1993. Although the Company has experienced improved sales and
operating results in recent quarters, there can be no assurance that the Company
will be able to sustain similar revenue growth on a quarterly or annual basis,
or that the Company will be able to maintain profitability on a quarterly or
annual basis.
COMPETITION. The semiconductor manufacturing capital equipment
industry is highly competitive. The Company faces substantial competition
throughout the world. The Company believes that to remain competitive, it will
require significant financial resources in order to offer a broader range of
products, to maintain customer service and support centers worldwide and to
invest in product and process research and development. Many of the Company's
existing and potential competitors have substantially greater financial
resources, more extensive engineering, manufacturing, marketing and customer
service and support capabilities, as well as greater name recognition than the
Company. The Company expects its competitors to continue to improve the design
and performance of their current products and processes and to introduce new
products and processes with improved price and performance characteristics. If
the Company's competitors enter into strategic relationships with leading
semiconductor manufacturers covering MeV or CVD products similar to those sold
by the Company, this could have a material adverse effect on the Company's
ability to sell its products to these manufacturers. No assurance can be given
that the Company will continue to compete successfully in the United States or
worldwide. The Company faces direct competition in CVD tungsten silicide from
Applied Materials, Inc. and Tokyo Electron, Ltd. In the ion implantation
marketplace, the Company's MeV ion implantation systems compete with high
current and medium current systems marketed by Eaton Corporation and other
manufacturers. There can be no assurance that competitors will not succeed in
developing new technologies, in offering products that are offered at lower
prices than those of the Company or in obtaining market acceptance for products
more rapidly than the Company.
DEPENDENCE ON NEW PRODUCTS AND PROCESSES. The Company believes that
its future performance will depend in part upon its ability to continue to
enhance its existing products and their process capabilities and to develop and
manufacture new products with improved process capabilities. As a result, the
Company expects to continue to invest in research and development. The Company
also must manage product transitions successfully, as introductions of new
products could adversely affect sales of existing products. There can be no
assurance that the market will accept the Company's new products or that the
Company will be able to develop and introduce new products or enhancements to
its existing products and processes in a timely manner which satisfy customer
needs or achieve market acceptance. The failure to do so could have a material
adverse effect on the Company's business, financial condition and results of
operations. Furthermore, if the Company is not successful in the development of
advanced processes or equipment for manufacturers with whom it has formed
strategic alliances, its ability to sell its products to those manufacturers
would be adversely affected.
CYCLICAL NATURE OF THE SEMICONDUCTOR INDUSTRY. The Company's business
depends upon the capital expenditures of semiconductor manufacturers, which in
turn depend on the current and anticipated market demand for integrated circuits
and products utilizing integrated circuits. The semiconductor industry is
cyclical and has historically experienced periodic downturns, which often have
had an adverse effect on the semiconductor industry's demand for semiconductor
manufacturing capital equipment. Prior semiconductor industry downturns have
adversely affected the Company's revenue, operating margins and results of
operations. No assurance can be given that the Company's revenue and operating
results will not be materially and adversely affected if a downturn in the
semiconductor industry occurs in the future. In addition, the need for
continued investment in research and development, substantial capital equipment
requirements and extensive ongoing worldwide customer service and support
capability may limit the Company's ability to reduce expenses or to maintain
them at current levels. Accordingly, there is no assurance that the Company
will be able to remain profitable in the future.
-3-
<PAGE>
RELIANCE ON INTERNATIONAL SALES
International sales accounted for approximately 70%, 84%, 89% and 80%,
respectively, of total net sales in fiscal 1992, 1993 and 1994 and the first
three months of 1995. In addition, net sales to Korean customers accounted for
approximately 11%, 32%, 50% and 72%, respectively, of total net sales during the
same periods. The Company anticipates that international sales, including sales
to Korea, will continue to account for a significant portion of net sales. As a
result, a significant portion of the Company's sales will be subject to certain
risks, including unexpected changes in regulatory requirements, tariffs and
other barriers, political and economic instability, difficulties in accounts
receivable collection, difficulties in managing distributors or representatives,
difficulties in staffing and managing foreign subsidiary operations and
potentially adverse tax consequences. Although the Company's foreign sales are
denominated in U.S. dollars and the Company does not engage in hedging
transactions, the Company's foreign sales are subject to the risks associated
with unexpected changes in exchange rates, which could have the effect of making
the Company's products more or less expensive. There can be no assurance that
any of these factors will not have a material adverse effect on the Company's
business, financial condition and results of operations.
RELIANCE ON A SMALL NUMBER OF CUSTOMERS. Historically, the Company
has relied on a limited number of customers for a substantial portion of its net
sales. In fiscal 1992, net sales to Innotech and IBM accounted for 32% and 16%,
respectively, of total net sales. In fiscal 1993, net sales to Innotech,
Samsung and SGS Thomson accounted for 26%, 23% and 14%, respectively, of total
net sales. In fiscal 1994, net sales to Samsung, Innotech and SGS Thomson
accounted for 33%, 19% and 14%, respectively, of total net sales and, in the
first three months of 1995, net sales to Samsung and SGS Thomson accounted for
70% and 15%, respectively, of total net sales. Because the semiconductor
manufacturing industry is concentrated in a limited number of generally larger
companies, the Company expects that a significant portion of its future product
sales will be concentrated within a limited number of customers. None of these
customers has entered into a long-term agreement requiring it to purchase the
Company's products. Furthermore, sales to certain of these customers may
decrease in the future when those customers complete their current semiconductor
equipment purchasing requirements for new or expanded fabrication facilities.
Although the composition of the Company's largest customers has varied from year
to year, the loss of a significant customer or any reductions in orders from a
significant customer, including reductions due to customer departures from
recent buying patterns, market, economic or competitive conditions in the
semiconductor industry or in the industries that manufacture products utilizing
integrated circuits, could have a material adverse effect on the Company's
business, financial condition and results of operations.
PRODUCT CONCENTRATION; RAPID TECHNOLOGICAL CHANGE. Semiconductor
manufacturing equipment and processes are subject to rapid technological change.
The Company derives its revenue primarily from the sale of its MeV ion
implantation and tungsten silicide CVD systems. The Company estimates that the
life cycle for these systems is generally from three to five years. The
Company believes that its future prospects will depend in part upon its ability
to continue to enhance its existing products and their process capabilities and
to develop and manufacture new products with improved process capabilities. As
a result, the Company expects to continue to make significant investments in
research and development. The Company also must manage product transitions
successfully, as introductions of new products could adversely affect sales of
existing products. There can be no assurance that future technologies,
processes or product developments will not render the Company's product
offerings obsolete or that the Company will be able to develop and introduce new
products or enhancements to its existing and processes in a timely manner which
satisfy customer needs or achieve market acceptance. The failure to do so could
adversely affect the Company's business, financial condition and results of
operations. Furthermore, if the Company is not successful in the development of
advanced precesses or equipment for manufacturers with whom it currently does
business, its ability to sell its products to those manufacturers would be
adversely affected.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS. The Company's revenue
and operating results may fluctuate significantly from quarter to quarter. The
Company derives its revenue primarily from the sale of a relatively small number
of high-priced systems, many of which are ordered and shipped during the same
quarter. The Company's results of operations for a particular quarter could be
adversely affected if anticipated orders for even a small number of systems were
not received in time to enable shipment during the quarter, if anticipated
shipments were delayed or canceled by one or more customers or if shipments were
delayed due to manufacturing difficulties. The Company's revenue and operating
results may also fluctuate due to the mix of products sold and the channel of
distribution.
-4-
<PAGE>
DEPENDENCE ON KEY SUPPLIERS. Certain of the components and sub-
assemblies included in the Company's products are obtained from a single
supplier or a limited group of suppliers. Disruption or termination of these
sources could have a temporary adverse effect on the Company's operations. The
Company believes that alternative sources could be obtained and qualified to
supply these products, if necessary. Nevertheless, a prolonged inability to
obtain certain components could have a material adverse effect on the Company's
business, financial condition and results of operations.
DEPENDENCE ON INDEPENDENT DISTRIBUTORS. The Company currently sells
and supports its ion implantation and CVD products through direct sales and
customer support organizations in the U.S. and Western Europe and through five
exclusive sales representatives and distributors in the U.S., Japan, Korea,
Taiwan and Hong Kong. Although the Company believes that alternative sources
of distribution are available, the disruption or termination of its existing
distributor relationships could have a temporary adverse effect on the Company's
business, financial condition and results of operations.
IMPACT OF SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial
amounts of the Company's Common Stock in the public market after this offering
could have a material adverse effect on the market price of the Common Stock and
the Company's ability to raise capital. In addition to the 1,359,080 shares of
Common Stock offered hereby, the Company is required to file a registration
statement before February 17, 1996 covering the offering of an additional
1,179,939 shares of the Company's Common Stock to the public.
VOLATILITY OF STOCK PRICE. The Company's Common Stock has experienced
substantial price volatility, particularly as a result of quarter-to-quarter
variations in the actual or anticipated financial results of, or announcements
by, the Company, its competitors or its customers. Also, the stock market has
experienced extreme price and volume fluctuations which have affected the market
price of many technology companies, in particular, and which have often been
unrelated to the operating performance of these companies. These broad market
fluctuations, as well as general economic and political conditions in the United
States and the countries in which the Company does business, may adversely
affect the market price of the Company's Common Stock.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership by the Selling Shareholders of shares of the Company's
Common Stock. The Selling Shareholders named below may sell the shares of
Common Stock offered hereby from time to time and may choose to sell less than
all or none of such shares.
<TABLE>
<CAPTION>
Beneficial
Ownership Number of Beneficial
Before Shares Ownership
Name Offering Offered After Offering
- ----------------------------------- -------------------- ------------ ------------------------
Number Percent Number Percent**
-------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
ING Sviluppo Gestioni SpA 429,183 3.3 429,183 -- --
TR Technology Investment Trust, PLC 318,311 2.4 318,311 -- --
Conseco Capital Management 214,593 1.6 214,593 -- --
Oberweis Emerging Growth Fund 143,061 1.1 143,061 -- --
San Paolo Fundi SpA 143,060 1.1 143,060 -- --
HTR Global Technology Fund 110,872 * 110,872 -- --
<FN>
- -----------------
* Less than 1%.
** Assumes all shares offered by this Prospectus are sold and no beneficially
owned shares are sold other than by this Prospectus.
</TABLE>
The shares offered by this Prospectus were purchased by the Selling
Shareholders from the Company at a price of $6.99 per share.
-5-
<PAGE>
PLAN OF DISTRIBUTION
The sale of all or a portion of the shares of Common Stock offered
hereby by the Selling Shareholders may be effected from time to time at
prevailing market prices at the time of such sales, at prices related to such
prevailing prices, at fixed prices that may be changed or at negotiated prices.
The Selling Shareholders may effect such transactions by selling directly to
purchasers in negotiated transactions, to dealers acting as principals or
through one or more brokers, or any combination of these methods of sale.
Dealers or brokers may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders. The Selling
Shareholders and any brokers or dealers that participate in the distribution may
under certain circumstances be deemed to be "underwriters" within the meaning of
the Securities Act, and any commissions received by such brokers or dealers and
any profits realized on the resale of shares by them may be deemed to be
underwriting discounts and commissions under the Securities Act. The Company
and the Selling Shareholders may agree to indemnify such brokers or dealers
against certain liabilities, including liabilities under the Securities Act. In
addition, the Company has agreed to indemnify the Selling Shareholders and any
underwriter with respect to the shares of Common Stock offered hereby against
certain liabilities, including, without limitation, certain liabilities under
the Securities Act, or, if such indemnity is unavailable, to contribute toward
amounts required to be paid in respect of such liabilities.
To the extent required under the Securities Act or the rules of the
Commission, a supplemental prospectus will be filed, disclosing (i) the name of
any such brokers or dealers, (ii) the number of shares involved, (iii) the price
at which such shares are to be sold, (iv) the commissions paid or discounts or
concessions allowed to such brokers or dealers, where applicable, (v) that such
brokers or dealers did not conduct any investigation to verify the information
set out or incorporated by reference in this Prospectus, as supplemented, and
(vi) other facts material to the transaction.
There is no assurance that any of the Selling Shareholders will sell
any or all of the shares of Common Stock offered hereby.
The Company has agreed to pay certain costs and expenses incurred in
connection with the registration of the shares of Common Stock offered hereby,
except that the Selling Shareholders shall be responsible for all selling
commissions, transfer taxes and related charges in connection with the offer and
sale of such shares.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon
by Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, Palo Alto,
California.
EXPERTS
The Consolidated Financial Statements of the Company at December 31,
1994 and 1993 and for each of the three years in the period ended December 31,
1994, incorporated by reference in this Prospectus and Registration Statement,
have been audited by Coopers & Lybrand L.L.P., independent accountants, as set
forth in their report thereon incorporated by reference in this Prospectus and
Registration Statement. Such financial statements have been incorporated herein
by reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
-6-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimates
except the Securities and Exchange Commission registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . $ 4,189
Printing and engraving expenses . . . . . . . . . . . 100
Legal fees and expenses . . . . . . . . . . . . . . . 3,500
Accounting fees and expenses. . . . . . . . . . . . . 2,000
Miscellaneous expenses. . . . . . . . . . . . . . . . 1,211
---------
Total . . . . . . . . . . . . . . . . . . . . . . . $ 11,000
---------
---------
</TABLE>
ITEM 16. EXHIBITS
4.2 Restated Articles of Incorporation of Registrant (1)
4.3 By-Laws of Registrant (2)
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.*
10.1 Common Stock Purchase Agreement dated as of February 8, 1995
between Registrant and ING Svillupo Gestioni SpA (3)
10.2 Common Stock Purchase Agreement dated as of February 8, 1995
between Registrant and TR Technology Investment (3)
10.3 Common Stock Purchase Agreement dated as of February 8, 1995
between Registrant and Conseco Capital Management (3)
10.4 Common Stock Purchase Agreement dated as of February 8, 1995
between Registrant and Oberweis Emerging Growth Fund (3)
10.5 Common Stock Purchase Agreement dated as of February 8, 1995
between Registrant and San Paoli Fundi SpA (3)
10.6 Common Stock Purchase Agreement dated as of February 8, 1995
between Registrant and HTR Global Technology Fund (3)
10.7 Common Stock Purchase Agreement dated as of February 10, 1995
between Registrant and Bachow Investment Partners, III, L.P., Paul
S. Bachow Co-Investment Fund, L.P. and Paul S. Bachow (3)
II - 1
<PAGE>
23.1 Consent of Independent Accountants
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati, P.C. (included in
Exhibit 5.1) *
- -----------------------
(1) Incorporated by reference to the exhibit filed with Registrant's
Registration Statement on Form S-1 (No. 33-23861) filed August 18, 1988
and amended on September 21, 1988, October 5, 1988, November 3, 1988,
November 10, 1988 and December 15, 1988, which Registration Statement
became effective November 10, 1988.
(2) Incorporated by reference to the exhibit filed with the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1988.
(3) Incorporated by reference to the exhibit filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
* Previously filed
II - 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Amendment to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sunnyvale, State of California, on May
24, 1995.
GENUS, INC.
By William W.R. Elder
----------------------------------
William W.R. Elder
Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, William W. R. Elder and Todd S. Myhre,
jointly and severally, his true and lawful attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any amendments
(including post-effective amendments) to this Amendment, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them, 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 as to
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to this Registration Statement has been signed by the following
persons in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- ----------------------------------------- ------------------------
<S> <C> <C>
William W.R. Elder Chairman of the Board and Chief Executive May 24, 1995
- ------------------------- Officer
(William W.R. Elder) (Principal Executive Officer)
Todd S. Myhre President, Chief Operating Officer and May 24, 1995
- ------------------------- Acting Chief Financial Officer (Principal
(Todd S. Myhre) Financial Officer)
Ernest P. Quinones Corporate Controller, Chief Accounting May 24, 1995
- ------------------------- Officer and Treasurer (Chief Accounting
(Ernest P. Quinones) Officer)
Mario M. Rosati Director and Secretary May 24, 1995
- -------------------------
(Mario M. Rosati)
Steve Fisher Director May 24, 1995
- -------------------------
(Steve Fisher)
</TABLE>
II - 3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibits Page
<S> <C>
4.2 Articles of Incorporation of Registrant (1) . . . . . . . . . . . . . . . . . .
4.3 By-Laws of Registrant (2) . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C.*. . . . . . . . . . . . . .
10.1 Common Stock Purchase Agreement dated as of February 8, 1995 between Registrant
and ING Svillupo Gestioni SpA (3)_ . . . . . . . . . . . . . . . . . . . . . .
10.2 Common Stock Purchase Agreement dated as of February 8, 1995 between Registrant
and TR Technology Investment (3). . . . . . . . . . . . . . . . . . . . . . . .
10.3 Common Stock Purchase Agreement dated as of February 8, 1995 between Registrant
and Conseco Capital Management (3). . . . . . . . . . . . . . . . . . . . . . .
10.4 Common Stock Purchase Agreement dated as of February 8, 1995 between Registrant
and Oberweis Emerging Growth Fund (3) . . . . . . . . . . . . . . . . . . . . .
10.5 Common Stock Purchase Agreement dated as of February 8, 1995 between Registrant
and San Paoli Fundi SpA (3) . . . . . . . . . . . . . . . . . . . . . . . . . .
10.6 Common Stock Purchase Agreement dated as of February 8, 1995 between Registrant
and HTR Global Technology Fund (3). . . . . . . . . . . . . . . . . . . . . . .
10.7 Common Stock Purchase Agreement dated as of February 10, 1995 between Registrant
and Bachow Investment Partners, III, L.P., Paul S. Bachow Co-Investment Fund,
L.P. and Paul S. Bachow (3) . . . . . . . . . . . . . . . . . . . . . . . . . .
23.1 Consent of Independent Accountants. . . . . . . . . . . . . . . . . . . . . . .
23.2 Consent of Wilson, Sonsini, Goodrich & Rosati, P.C. (included in Exhibit 5.1) *
<FN>
- -------------------------
- ------------
(1) Incorporated by reference to the exhibit filed with Registrant's
Registration Statement on Form S-1 (No. 33-23861) filed August 18, 1988
and amended on September 21, 1988, October 5, 1988, November 3, 1988,
November 10, 1988 and December 15, 1988, which Registration Statement
became effective November 10, 1988.
(2) Incorporated by reference to the exhibit filed with the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1988.
(3) Incorporated by reference to the exhibit filed with the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
* Previously filed.
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of Genus, Inc. (the "Company") of our report dated January
24, 1994, except for Note 16, as to which the date is February 13, 1995,
appearing in and incorporated by reference in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, and to the reference to
us under the heading "Experts" in the Prospectus that is a part of this
Registration Statement.
COOPERS & LYBRAND, LLP
San Jose, California
May 25, 1995
