<PAGE>
As filed with the Securities and Exchange Commission on June 25, 1997
Registration No. 333-_________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
GENUS, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2790804
----------------------- --------------------
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1139 KARLSTAD DRIVE
SUNNYVALE, CA 94086
(Address of Principal Executive Offices, Zip Code)
----------------------
1991 INCENTIVE STOCK OPTION PLAN
1989 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
----------------------
JAMES T. HEALY
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
GENUS, INC.
1139 KARLSTAD DRIVE
SUNNYVALE, CA 94086
(408) 747-7120
(Name, address, and telephone number,
including area code, of agent for service)
----------------------
Copy to:
MARIO M. ROSATI, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED AMOUNT TO BE REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1991 Incentive Stock Option Plan 2,950,000 $ 4.875 $ 14,381,250.00 (2) $ 4,357.95
Common Stock, no par value (1)
- ---------------------------------------------------------------------------------------------------------------------------------
1989 Employee Stock Purchase Plan 850,000 $ 4.875 $ 4,143,750.00 (3) $ 1,255.68
Common Stock, no par value (1)
- ---------------------------------------------------------------------------------------------------------------------------------
Total 3,800,000 N/A $ 18,525,000.00 $ 5,613.64
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
(2) Registration fee is estimated in accordance with Rule 457(c) under the
Securities Act of 1933, solely for the purpose of calculating the
registration fee. The computation is based upon the closing price of the
Common Stock as reported on the Nasdaq National Market on June 23, 1997
because the price at which the options to be granted in the future may be
exercised is not currently determinable.
(3) Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
solely for the purpose of calculating the registration fee. The
computation is based upon 85% (see explanation in the following sentence)
of the closing price of the Common Stock as reported on the Nasdaq National
Market on June 23, 1997 because the price at which the options to be
granted in the future may be exercised is not currently determinable.
Pursuant to the Employee Stock Purchase Plan, which plan is incorporated by
reference herein, the Purchase Price of a share of Common Stock shall mean
an amount equal to 85% of the Fair Market Value of a share of Common Stock
on the Enrollment Date or the Exercise Date, whichever is lower.
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES.
The Registrant previously filed three Registration Statements on Form S-8
with the Securities and Exchange Commission (SEC File Nos. 33-28394, 33-38657
and 33-56192) (collectively the "Previous Forms S-8"). These Previous Forms S-8
were filed in connection with the 1989 Employee Stock Purchase Plan and the 1991
Incentive Stock Option Plan (collectively the "Plans"). This Registration
Statement registers additional shares of the Registrant's Common Stock to be
issued pursuant to the Plans. Accordingly, the contents of the Previous Forms
S-8, including periodic reports that the Registrant filed after the Previous
Forms S-8 to maintain current information about the Registrant, are incorporated
by reference into this Registration Statement pursuant to General Instruction E
of Form S-8. The reports the Registrant has most recently filed with the SEC
are listed below:
- Annual Report on Form 10-K for the fiscal year ended December 31,
1996, filed as of March 28, 1997.
- Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1997, filed as of May 15, 1997.
- Proxy Statement, filed as of April 18, 1997 in connection with the
Annual Meeting of Shareholders held on May 20, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
5.1 Opinion of counsel as to legality of Securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
-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 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 Sunnyvale, State of California, on
this 25th day of June, 1997.
GENUS, INC.
By: /s/ MARY F. BOBEL
-------------------------------------
Mary F. Bobel
Chief Financial Officer
By: /s/ JAMES T. HEALY
-------------------------------------
James T. Healy
President and Chief Executive Officer
-3-
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Mary F. Bobel and James T.
Healy, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorney-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
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------------- ------------------------ -------------
<S> <C> <C>
/s/ JAMES T. HEALY President, Chief Executive Officer and June 25, 1997
- ----------------------------- Director (Principal Executive Officer)
James T. Healy
/s/ WILLIAM W. R. ELDER Chairman of the Board June 25, 1997
- -----------------------------
William W. R. Elder
/s/ MARY F. BOBEL Chief Financial Officer (Principal June 25, 1997
- ----------------------------- Financial and Accounting Officer)
Mary F. Bobel
/s/ STEPHEN F. FISHER Director June 25, 1997
- -----------------------------
Stephen F. Fisher
/s/ G. FREDERICK FORSYTH Director June 25, 1997
- -----------------------------
G. Frederick Forsyth
/s/ TODD S. MYHRE Director June 25, 1997
- -----------------------------
Todd S. Myhre
/s/ MARIO M. ROSATI Director June 25, 1997
- -----------------------------
Mario M. Rosati
</TABLE>
-4-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Document Page
- ------- ----------------------------------------------------- ----
5.1 Opinion of counsel as to legality of Securities
being registered.
23.1 Consent of Coopers & Lybrand L.L.P., Independent
Public Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
<PAGE>
EXHIBIT 5.1
June 25, 1997
Genus, Inc.
1139 Karlstad Drive
Sunnyvale, CA 94086
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Genus, Inc., a California
corporation (the "Registrant" or "you"), with the Securities and Exchange
Commission on or about June 25, 1997, in connection with the registration
under the Securities Act of 1933, as amended, of shares of your Common Stock,
no par value (the "Shares"), reserved for issuance pursuant to the 1991
Incentive Stock Option Plan, as amended, and the 1989 Employee Stock Purchase
Plan, as amended (collectively, the "Plans"). As your legal counsel in
connection with this transaction, we have reviewed the proceedings taken by
you in connection with the issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that, when issued and sold in the manner described
in the Plans and pursuant to the agreements that accompany each grant under
the Plans, the Shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the 1991 Incentive Stock Option Plan and
the 1989 Employee Stock Purchase Plan of Genus, Inc. of our reports dated
January 27, 1997, on our audits of the consolidated financial statements and
financial statement schedule of Genus, Inc. and subsidiaries as of December
31, 1996 and 1995 and for each of the three years in the period ended
December 31, 1996, which are included in the Annual Report on Form 10-K of
Genus, Inc. for the year ended December 31, 1996.
Coopers & Lybrand L.L.P.
San Jose, California
June 24, 1997
