<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
FSI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1223238
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
322 LAKE HAZELTINE DRIVE 55318
CHASKA, MINNESOTA (Zip Code)
(Address of principal executive offices)
FSI INTERNATIONAL, INC.
EMPLOYEES STOCK PURCHASE PLAN
(Full title of the plan)
JOEL A. ELFTMANN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
FSI INTERNATIONAL, INC.
322 LAKE HAZELTINE DRIVE
CHASKA, MINNESOTA 55318
(Name and address of agent for service)
(612) 448-5440
(Telephone number, including area code, of agent for service)
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to to be Offering Price Offering Registration
be Registered Registered(1) Per Share(1)(2) Price(1)(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, 200,000
without par value Shares $14.6875 $2,937,500.00 $890.16
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</TABLE>
(1) This Registration Statement relates to an additional 200,000 shares of
Common Stock to be offered pursuant to the registrant's Employees Stock
Purchase Plan, for which 1,000,000 shares of Common Stock have previously
been registered pursuant to the registrant's Registration Statements No.
33-33647, No. 33-39920, No. 33-46296 and No. 33-77852.
(2) Estimated solely for the purpose of the registration fee pursuant to Rules
457(c) and (h)(1) under the Securities Act of 1933, as amended, and based
on the average of the high and low sale prices per share of the
registrant's Common Stock on January 7, 1997, as reported on the Nasdaq
National Market System.
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<PAGE>
PART II
INFORMATION REQUIRED BY GENERAL INSTRUCTION E OF
FORM S-8 REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are incorporated in this Registration Statement by reference the
contents of the registrant's Registration Statements No. 33-33647, No. 33-39920,
No. 33-46296, and No. 33-77852.
ITEM 8. EXHIBITS (REQUIRED OPINIONS AND CONSENTS).
EXHIBIT DESCRIPTION
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5 Opinion of Faegre & Benson LLP.
23.1 Consent of Faegre & Benson LLP (included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
99 FSI International, Inc. Employees Stock Purchase Plan,
as amended.
<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 Chaska, State of Minnesota, on December 31, 1996.
FSI INTERNATIONAL, INC.
By /s/ Benno G. Sand
------------------------------------
Its Executive Vice President,
Chief Financial Officer
---------------------------------
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ------ ----
<S> <C> <C>
/s/ Joel A. Elftmann Chairman, President, Chief December 31, 1996
- --------------------------- Executive Officer, and
Joel A. Elftmann Director (Principal Executive
Officer)
/s/ Benno G. Sand Executive Vice President, Chief December 31, 1996
- --------------------------- Financial Officer, and Secretary
Benno G. Sand (Principal Financial and
Accounting Officer)
/s/ James A. Bernards Director December 31, 1996
- ---------------------------
James A. Bernards
/s/ Neil R. Bonke Director December 31, 1996
- ---------------------------
Neil R. Bonke
/s/ Terence W. Glarner Director December 31, 1996
- ---------------------------
Terence W. Glarner
/s/ Joanna T. Lau Director December 31, 1996
- ---------------------------
Joanna T. Lau
/s/ Robert E. Lorenzini Director December 31, 1996
- ---------------------------
Robert E. Lorenzini
/s/ William M. Marcy Director December 31, 1996
- ---------------------------
William M. Marcy
/s/ Charles R. Wofford Director December 31, 1996
- ---------------------------
Charles R. Wofford
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<C> <S> <C>
5 Opinion of Faegre & Benson LLP............................ Filed Electronically
23.1 Consent of Faegre & Benson LLP (included in Exhibit 5).... Filed Electronically
23.2 Consent of KPMG Peat Marwick LLP.......................... Filed Electronically
99 FSI International, Inc. Employees Stock Purchase
Plan, as amended.......................................... Filed Electronically
</TABLE>
<PAGE>
Exhibit 5
January 9, 1997
FSI International, Inc.
322 Lake Hazeltine Drive
Chaska, Minnesota 55318
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating
to the offering of up to an additional 200,000 shares of Common Stock,
without par value (the "Shares"), of FSI International, Inc., a Minnesota
corporation (the "Company"), pursuant to the Company's Employees Stock
Purchase Plan, as amended (the "Plan"), we have examined such corporate
records and other documents, including the Registration Statement, and have
reviewed such matters of law as we have deemed relevant hereto, and, based
upon such examination and review, it is our opinion that all necessary
corporate action on the part of the Company has been taken to authorize the
issuance and sale of the Shares and that, when issued and sold as
contemplated by the Plan and the Registration Statement, the Shares will be
legally issued, fully paid and nonassessable under the current laws of the
State of Minnesota.
We are admitted to the practice of law in the State of Minnesota and the
foregoing opinions are limited to the laws of that state and the federal laws of
the United States of America.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
<PAGE>
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors
FSI International, Inc.:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
January 10, 1997
<PAGE>
Exhibit 99
FSI INTERNATIONAL, INC.
EMPLOYEES STOCK PURCHASE PLAN
(as amended and restated)
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1 ESTABLISHMENT. FSI International, Inc., a Minnesota corporation,
(hereinafter called "FSI" or the "Company"), hereby establishes a stock purchase
plan for employees as described herein, which shall be known as the FSI
INTERNATIONAL, INC. EMPLOYEES STOCK PURCHASE PLAN (hereinafter called the
"Plan").
1.2 PURPOSE. The purpose of this Plan is to permit employees to purchase
Stock from FSI at the price specified in Section 5. The Plan is an employee
stock purchase plan under Section 423 of the Internal Revenue Code.
SECTION 2. DEFINITIONS
2.1 DEFINITIONS. Whenever used hereinafter, the following terms shall
have the meanings set forth below:
(a) "Affiliate" means any corporation, a majority of the voting stock of
which is directly or indirectly owned by FSI and whose participation in the Plan
has been approved by FSI's Board.
(b) "Base Earnings" means a Participant's regular rate of pay including
overtime pay, but does not include bonuses or amounts payable under employee
benefit plans.
(c) "Board" means the Board of Directors of FSI.
(d) "Committee" means a committee of at least three members appointed by
the Board empowered to take actions as stated in this Plan. No person, while a
member of the Committee, shall be eligible to be a Participant in this Plan, and
no person shall become a member of the Committee if, within one year prior to
becoming a member, that person shall have been eligible (i) to be a Participant
in this Plan, or (ii) for selection as a person to whom stock might be allocated
or to whom stock options or stock appreciation rights might be granted pursuant
to any other plan of FSI or any of its Affiliates entitling the participants
therein to acquire stock, stock options or stock appreciation rights of FSI or
any of its Affiliates. Each member of the Committee will remain a member for
the duration of the Plan, unless such member resigns or is removed earlier by
majority vote of the Board.
(e) "Employee" means an employee (including officers and directors who are
also employees) of FSI or its Affiliates.
(f) "Fair Market Value" of a share of Stock as of any date is the mean
between the bid and asked prices of a share of Stock on said date as published
in the Wall Street Journal, or, if no such prices are published for said date,
on the last preceding day for which such prices are published, or, if the
Company's Stock is listed on a national securities exchange or traded in the
national market system, the mean between the high and low sale prices for such
Stock on such exchange or market on said date, or, if no sale has been made on
such exchange or market on said date, on the last preceding day on which any
such sale shall have been made.
(g) "Interest" means interest determined under Section 5.2.
(h) "Participant" means an Eligible Employee who has elected to
participate in the Plan pursuant to Section 4.1.
(i) "Plan Year" means the twelve-month period beginning each January 1.
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(j) "Stock" means the common stock, no par value, of FSI.
SECTION 3. STOCK SUBJECT TO THE PLAN
3.1 NUMBER. The total number of shares of Stock available for
distribution under this Plan shall not exceed 1,200,000. These shares may
consist, in whole or in part, of authorized but unissued Stock or treasury Stock
not reserved for any other purpose.
3.2 ADJUSTMENT IN CAPITALIZATION. In the event of any change in the
outstanding shares of Stock by reason of a Stock dividend or split, combination,
recapitalization, or reclassification, the shares of Stock issuable and the
price payable therefor under this Plan shall be appropriately adjusted by the
Committee, whose determination shall be conclusive, provided, however, that
fractional shares shall be rounded to the nearest whole share. Except as
provided above, no adjustment shall be made in connection with the issuance by
FSI of any Stock or any warrants, rights, or options to acquire shares of Stock
or of securities convertible into Stock.
SECTION 4. PARTICIPATION
4.1 PARTICIPATION. An Eligible Employee may elect to become a Participant
on January 1, 1990. Any Eligible Employee who does not become a Participant on
January 1, 1990 may elect to become a Participant on the first day of any
subsequent Plan Year, provided such Participant was an Eligible Employee on the
December 15 immediately preceding said day. Any election to participate shall
be made in accordance with rules adopted by the Committee. However, in no event
shall an Eligible Employee be granted the right to purchase Stock under the Plan
if after the purchase such Eligible Employee would own stock of FSI possessing
5% or more of the total combined voting power or value of all classes of stock
of FSI. Also, an Eligible Employee may not become or remain a Participant at
any time when such Eligible Employee owns stock possessing 5% or more of the
total combined voting power or value of all classes of stock of FSI. For
purposes of this subsection, the rules of Section 425(d) of the Internal Revenue
Code shall apply in determining the stock ownership of an individual, and stock
which an Employee may purchase under outstanding options shall be treated as
stock owned by the Employee.
SECTION 5. PURCHASE OF STOCK
5.1 CONTRIBUTIONS FOR PURCHASE OF STOCK. At the time an Eligible Employee
elects to become a Participant in the Plan, such Eligible Employee shall also
elect the form and manner of contributing funds for the purchase of Stock. A
Participant may elect to contribute funds for the purchase of Stock by (1)
electing to make a cash payment to his or her employer equal to 1%, 2%, 3%, 4%,
5% or 6% of his or her aggregate Base Earnings in the Plan Year, and/or (2)
directing his or her employer to withhold 1%, 2%, 3%, 4%, 5% or 6% of his or her
Base Earnings for the purpose of purchasing Stock from FSI. In no event shall
the aggregate contributions for the purchase of Stock exceed 6% of a
Participant's Base Earnings.
(a) A Participant may modify the amount of the cash payment to such
Participant's employer only in accordance with the following:
(1) A Participant may at any time elect to reduce the amount of cash
payment to be made to the employer to an amount lower than that previously
elected. However, only one such reduction may be made in any one Plan
Year.
(2) A Participant may at any time elect not to make any cash payment
for the purchase of Stock. If a Participant elects not to make any cash
payment for the purchase of Stock, such Participant may re-elect to make a
cash payment only as of the first day of any subsequent Plan Year.
(3) Except as provided in subsection (a)(1) or (a)(2) above, a
Participant may elect a modification of the amount of cash payment only as
of the first day of the Plan Year. The modified rate may be 1%, 2%, 3%,
2
<PAGE>
4%, 5% or 6% of the Participant's aggregate Base Earnings. Unless
otherwise elected by the Participant, the amount of cash payment elected
will remain in effect for subsequent years.
(b) A Participant may modify the rate of withholding from such
Participant's Base Earnings only in accordance with the following:
(1) A Participant may at any time direct reduction of the rate
of withholding to a rate lower than that previously in effect. However,
only one such direction to continue withholding at a rate lower than that
previously in effect may be made in any one Plan Year.
(2) A Participant may at any time direct discontinuance of
withholding. If a Participant directs discontinuance of withholding, such
Participant may direct resumption of withholding only as of the first day
of any subsequent Plan Year.
(3) Except as provided in subsection (b)(1) or (b)(2) above, a
Participant may direct modification of the rate of withholding only as of
the first day of any Plan Year. The modified rate may be 1%, 2%, 3%, 4%,
5% or 6% of the Participant's Base Earnings. Unless otherwise elected by
the Participant, the rate of withholding such Participant has elected will
remain in effect for subsequent years.
Any cash payment elected to be made by a Participant shall be made by a
deadline specified by the Committee which shall not be later than the close of
the Plan Year.
Any election or direction under this section shall be made in writing
pursuant to rules adopted by the Committee, and shall become effective at a time
specified by the Committee.
5.2 DISPOSITION OF CONTRIBUTIONS. Amounts withheld or otherwise
contributed pursuant to Section 5.1 shall be held by the employer until the end
of the Plan Year in which withheld or contributed, subject to the following:
(a) A Participant who elects pursuant to Section 5.1(a)(2) not to make any
cash payment and who directs pursuant to Section 5.1(b)(2) to discontinue
withholding may at any time withdraw all or any part of the amounts previously
withheld or otherwise contributed. Any such withdrawal shall be paid to the
Participant by his or her employer in cash, with Interest.
(b) In December of each Plan Year, each Participant shall be permitted to
elect to have all or any part of the amounts withheld or contributed in cash
paid to such Participant in cash with Interest.
(c) Any withdrawal under (a) or (b) above shall be deemed to be on a
first-in-first-out basis. Interest shall be applied to the average amount in
the Participant's account at the end of each full calendar month during the
completed portion of the Plan Year. The rate of Interest with respect to any
Plan Year shall be determined by the Committee prior to the first day of said
Plan Year. The Committee shall give such publicity to said Interest rate as it
deems appropriate.
(d) Any portion of the amounts withheld or otherwise contributed which is
not paid to the Participant in cash shall be automatically applied to purchase
Stock under Section 5.3.
(e) Any election or direction under this section shall be made in writing
pursuant to rules adopted by the Committee.
5.3 PURCHASES OF STOCK. Amounts withheld from or contributed in cash by a
Participant during the Plan Year (except any amounts refunded to such
Participant in cash under Section 5.2) shall be used as of the last business day
of said Plan Year to purchase Stock from FSI for a price equal to the lesser of
(a) or (b).
(a) 85% of the Fair Market Value of a share of Stock on the first business
day of the Plan Year.
3
<PAGE>
(b) 85% of the Fair Market Value of a share of Stock on the last business
day of the Plan Year.
However, only whole shares shall be purchased under the foregoing provisions,
and any amount remaining that is not sufficient to purchase a whole share shall
be carried over to the next Plan Year for the account of the Participant.
5.4 ISSUANCE OF STOCK CERTIFICATES. As soon as practicable after the
close of the Plan Year, FSI shall, without Stock issue or transfer taxes to the
Participant, deliver to the Participant a certificate or certificates for the
requisite number of shares of Stock.
5.5 PRIVILEGES OF A STOCKHOLDER. A Participant shall not have stockholder
privileges with respect to any Stock until the date of issuance of a certificate
to such Participant for such Stock.
5.6 LIMITATION ON STOCK PURCHASES. As required by Section 423 of the
Internal Revenue Code, no Participant may purchase Stock under this Plan and all
other employee stock purchase plans of the Company and its Affiliates at a rate
in excess of $25,000 in Fair Market Value of such Stock (determined at the time
the option to purchase Stock is granted) for each calendar year in which any
such option to purchase Stock granted to such Participant is outstanding at any
time. If a Participant is not entitled to purchase Stock under any other such
plan during a Plan Year, the total number of shares purchased under this Plan
for the Participant with respect to that Plan Year may not exceed (a) divided by
(b):
(a) $25,000
(b) The Fair Market Value of a share of Stock on the earliest day in such
Plan Year that the individual is a Participant.
SECTION 6. TERMINATION OF EMPLOYMENT
6.1 TERMINATION OF EMPLOYMENT. No shares of Stock may be purchased by a
Participant pursuant to this Plan with respect to a Plan Year if his or her
termination of employment occurs during said Plan Year and prior to October 1
thereof. Any amount withheld from such a Participant or otherwise contributed
by him or her during the Plan Year in which his termination of employment occurs
shall be paid to such Participant in cash with Interest calculated under Section
5.2(c) promptly after such Participant's termination of employment. Any
Participant whose termination of employment occurs on or after October 1 of a
Plan Year may direct Stock purchases or withdrawals with respect to that Plan
Year pursuant to Sections 5.2 and 5.3. However, if a Participant's death
occurred at any time during the Plan Year, any amount withheld from or otherwise
contributed by the Participant shall be paid to the Participant's personal
representative in cash with Interest determined under Section 5.2(c), and no
portion thereof shall be applied to purchase Stock.
SECTION 7. RIGHTS OF EMPLOYEES; PARTICIPANTS
7.1 EMPLOYMENT. Nothing in this Plan shall interfere with or limit in any
way the right of FSI or any of its Affiliates to terminate any Employee's,
Eligible Employee's, or Participant's employment at any time, nor confer upon
any such person any right to continue in the employ of FSI or any of its
Affiliates.
7.2 NONTRANSFERABILITY. No right or interest of any Participant in this
Plan shall be assignable or transferable, or subject to any lien, directly or
indirectly, by operation of law, or otherwise, including execution, levy,
garnishment, attachment, pledge, or bankruptcy. Any attempted assignment,
transfer, pledge or other disposition of any rights under the Plan shall be null
and void, and shall automatically terminate all rights of a Participant under
the Plan.
4
<PAGE>
SECTION 8. ADMINISTRATION
8.1 ADMINISTRATION. The Committee shall be responsible for the
administration of the Plan. The Committee, by majority action thereof, is
authorized to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions and assurances
deemed necessary or advisable to protect the interests of FSI, and to make all
other determinations necessary or advisable for the administration of the Plan,
but only to the extent not contrary to the express provisions of the Plan. The
determination of the Committee, interpretation or other action made or taken
pursuant to the provisions of the Plan shall be final, and shall be binding and
conclusive for all purposes and upon all persons.
SECTION 9. AMENDMENT, MODIFICATION, AND
TERMINATION OF PLAN
9.1 AMENDMENT, MODIFICATION, AND TERMINATION OF THE PLAN. The Board, upon
recommendation of the Committee, at any time may terminate, and at any time and
from time to time and in any respect, may amend or modify the Plan, provided,
however, that no such action of the Board, without approval of the stockholders
of FSI, may:
(a) Increase the total amount of Stock which may be awarded under the
Plan, except as provided in Section 3.2 of the Plan.
(b) Change the class of Employees eligible to participate in the Plan.
(c) Withdraw the administration of the Plan from the Committee.
(d) Permit any person, while a member of the Committee, to be eligible to
participate in the Plan.
(e) Extend the duration of the Plan.
SECTION 10. REQUIREMENTS OF LAW
10.1 REQUIREMENTS OF LAW. The issuance of Stock and the payment of cash
pursuant to this Plan shall be subject to all applicable laws, rules, and
regulations, and shares of Stock shall not be issued nor cash payments made
except upon approval of proper government agencies or stock exchanges as may be
required.
10.2 GOVERNING LAW. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Minnesota.
SECTION 11. EFFECTIVE DATE OF THE PLAN
11.1 EFFECTIVE DATE. The Plan is effective as of January 1, 1990.
11.2 DURATION OF THE PLAN. Unless the Board terminates the Plan earlier,
the Plan shall remain in effect until all Stock subject to it shall be
distributed pursuant to the Plan.
5
