<PAGE>
As filed with the Securities and Exchange Commission on August 9, 1999
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 OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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)
----------------------
WILLIAM W. R. ELDER
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
<PAGE>
- -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PER SHARE PRICE REGISTRATION FEE
- ----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, no par value to be issued 500,000 $ 3.375 $1,687,500.00 (1) $469.13
under the 1991 Incentive Stock Option
Plan
- ----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
Common Stock, no par value, to be 300,000 $ 2.975 $ 892,500.00 (2) $248.12
issued under the 1989 Employee Stock
Purchase Plan
- ----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
TOTAL 800,000 $ 2,580,000.00 $717.25
- ----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
</TABLE>
(1) Registration fee is estimated in accordance with Rule 457(c) under the
Securities Act of 1933, solely for the purposes 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 August 3, 1999
because the price at which the options to be granted in the future may be
exercised is not currently determinable.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee on the basis of upon 85%
of the average of the high and low prices of the Common Stock as reported in
the NASDAQ National Market System on August 3, 1999. (Note that pursuant to
the Employee Stock Purchase Plan, 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>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES.
Pursuant to General Instruction E of Form S-8, there are hereby
incorporated by reference into this Registration Statement the Registration
Statements on Form S-8 previously filed by the Registrant with the Securities
and Exchange Commission ("SEC"), SEC File Nos. 33-28394, 33-38657, 33-56192,
333-29999 and 333-70815, filed in connection with the 1991 Incentive Stock
Option Plan and the 1989 Employee Stock Purchase Plan (the "Plans"). This
Registration Statement registers additional shares of the Registrant's Common
Stock to be issued pursuant to the Plans, and the following subsequent
periodic reports and information contained therein are hereby incorporated by
reference into this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, as filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on March 31, 1999.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999, as filed pursuant to
Section 13 (a) of the Exchange Act on May 14, 1999.
3. Proxy Statement filed as of April 19, 1999 in connection with
the Annual Meeting of Shareholders held on May 19, 1999.
4. The Registrant's Current Report on Form 8-K as filed pursuant
to Section 13(a) of the Exchange Act on February 19, 1999.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered 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 part
hereof from the date of filing of such documents.
-2-
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
NUMBER DOCUMENT
- ------------- ---------------------------------------------------------------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 4).
</TABLE>
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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<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 9th day of August 1999.
GENUS, INC.
By: /S/ WILLIAM W. R. ELDER
-------------------------
WILLIAM W. R. ELDER
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ken Schwanda and William W.
R. Elder, 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/ WILLIAM W. R. ELDER President, Chief Executive Officer and August 9, 1999
- -------------------------- Chairman of the Board (Principal
WILLIAM W. R. ELDER Executive Officer)
/s/ KENNETH SCHWANDA Chief Financial Officer and Vice August 9, 1999
- -------------------------- President of Finance (Principal
KENNETH SCHWANDA Financial and Accounting Officer)
/s/ G. FREDERICK FORSYTH Director August 9, 1999
- -------------------------
G. FREDERICK FORSYTH
/s/ TODD S. MYHRE Director August 9, 1999
- -------------------------
TODD S. MYHRE
/s/ MARIO M. ROSATI Director August 9, 1999
- -------------------------
MARIO M. ROSATI
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DOCUMENT
- ------------- ---------------------------------------------------------------
<S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 4).
</TABLE>
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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<PAGE>
EXHIBIT 5.1
August 9, 1999
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 August 9, 1999, 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 (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 ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 3, 1999
relating to the financial statements and our report dated February 3, 1999
related to the financial statement schedule, which appear in Genus, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
San Jose, California
August 9, 1999
