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As filed with the Securities and Exchange Commission on January 20, 1999
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(State of other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1139 Karlstad Drive
Sunnyvale, CA 94086
(Address of Principal Executive Offices, Zip Code)
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1989 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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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)
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COPY TO:
Mario M. Rosati, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(415) 493-9300
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Calculation of Registration Fee
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Title of Securities to be Proposed Maximum Offering Proposed Maximum Amount of
Registered Amount to be Registered Price Per Share (1) Aggregate Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, no par 300,000 $1.09 $327,000.00 $91.00
value, to be issued under
the 1989 Employee Stock
Purchase Plan
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TOTAL 300,000 $1.09 $327,000.00 $91.00
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</TABLE>
(1) Estimated pursuant to Rule 457 under the Securities Act of 1933 solely
for the purpose of calculating the registration fee on the basis of 85%
of the average of the high and low prices of the Common Stock as
reported in the NASDAQ National Market System on January 15, 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.)
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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 and
333-29999, in connection with the 1989 Employee Stock Purchase Plan (the
"Plan"). This Registration Statement registers additional shares of the
Registrant's Common Stock to be issued pursuant to the Plan, 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, 1997, as filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
March 16, 1998, as amended April 28, 1998.
2. The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998, as filed pursuant to Section 13(a) of
the Exchange Act on May 14, 1998.
3. The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998 as filed pursuant to Section 13(a) of the
Exchange Act on August 14, 1998, as amended October 20, 1998 and
November 16, 1998.
4. The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1998 as filed pursuant to Section 13(a)
of the Exchange Act on November 16, 1998.
5. The Registrant's Current Report on Form 8-K as filed pursuant to
Section 13(a) of the Exchange Act on February 17, 1998.
6. The Registrant's Current Report on Form 8-K as filed pursuant to
Section 13(a) of the Exchange Act on April 24, 1998, as amended May 7,
1998.
7. The Registrant's Current Report on Form 8-K as filed pursuant to
Section 13(a) of the Exchange Act on August 5, 1998.
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
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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.
ITEM 8. EXHIBITS.
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NUMBER DOCUMENT
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<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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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 19th day of January 1999.
GENUS, INC.
By: /s/ William W. R. Elder
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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
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<S> <C> <C>
/s/ William W. R. Elder President, Chief Executive January 19, 1999
- ----------------------------- Officer and Chairman of
WILLIAM W. R. ELDER the Board (Principal
Executive Officer)
/s/ Ken Schwanda Vice President of Finance January 19, 1999
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KEN SCHWANDA Accounting Officer)
/s/ G. Frederick Forsyth Director January 19, 1999
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G. FREDERICK FORSYTH
/s/ Todd S. Myhre Director January 19, 1999
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TODD S. MYHRE
/s/ Mario M. Rosati Director January 19, 1999
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MARIO M. ROSATI
</TABLE>
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<PAGE>
EXHIBIT 5.1
January 19, 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 January 20, 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 1989
Employee Stock Purchase Plan, as amended (the "Plan"). 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
Plan.
It is our opinion that, when issued and sold in the manner
described in the Plan and pursuant to the agreements that accompany each
grant under the Plan, 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
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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 1989 Employee Stock Purchase Plan of
Genus, Inc. of our report, which includes an explanatory paragraph regarding
the Company's ability to continue as a going concern, dated January 26, 1998,
except for Notes 1, 5 and 16, as to which the date is March 2, 1998, and of
our report also dated January 26, 1998, on our audits of the consolidated
financial statements and financial statement schedule, respectively, of
Genus, Inc. and subsidiaries.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
San Jose, California
January 19, 1999
