<PAGE> 1
As filed with the Securities and Exchange Commission on February 7, 2000.
Registration No. 333-
---------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
FSI INTERNATIONAL, INC.
(Exact name of the 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
CHASKA, MINNESOTA 55318
(612) 448-5440
(Address and telephone number of the Registrant's
principal executive offices)
DONALD S. MITCHELL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FSI INTERNATIONAL, INC.
322 LAKE HAZELTINE DRIVE
CHASKA, MINNESOTA 55318
(612) 448-5440
(Name, address and telephone number of agent for service)
---------------------------
Copy to:
Douglas P. Long
Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
-----------------------------
Approximate date of commencement of proposed sale to the public: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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<PAGE> 2
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|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. | |_______________________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. | |____________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. | |
<TABLE>
<CAPTION>
======================================================================================================================
CALCULATION OF REGISTRATION FEE
- --------------------------------------- ------------- ----------------------- ---------------------- -----------------
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
BE REGISTERED REGISTERED SHARE(1) PRICE(1)
- --------------------------------------- ------------- ----------------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
40,000
Common Stock, no par value Shares $15.44 $617,600 $164
- --------------------------------------- ------------- ----------------------- ---------------------- -----------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
under Rule 457(c), based on the average of the high and low sale prices per
share of the registrant's common stock on February 2, 2000.
-----------------------------
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.
================================================================================
<PAGE> 3
40,000 SHARES
FSI INTERNATIONAL, INC.
COMMON STOCK
------------
This prospectus relates to shares of common stock of FSI International,
Inc., a Minnesota corporation, that may be sold by the selling shareholder named
in this prospectus. The shares are issuable upon the exercise of a warrant
issued by FSI to the selling shareholder. Although FSI will be paid the exercise
price of the warrant, FSI will not receive any of the proceeds from the sale of
shares by the selling shareholder.
FSI's common stock is traded on the Nasdaq National Market under the
symbol "FSII." On February 4, 2000, the last sale price for FSI's common stock
was $17.88 per share.
AN INVESTMENT IN FSI COMMON STOCK INVOLVES CERTAIN RISKS. PLEASE SEE
"RISK FACTORS" BEGINNING ON PAGE 2 FOR A DISCUSSION OF THESE RISKS.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY 7, 2000
<PAGE> 4
FSI INTERNATIONAL, INC.
FSI designs, manufactures, markets, and supports equipment used in the
fabrication of integrated circuits, which are tiny complexes of electronic
components and their connections produced on a slice of material such as
silicon. This equipment involves two different processes:
- microlithography, an optical process used to transfer images from
a master to individual integrated circuits; and
- surface conditioning, which is the removal of contaminants from
the surface of the integrated circuit.
FSI markets its products in North America, Europe, Japan, and the
Asia-Pacific region. FSI's subsidiaries include Semiconductor Systems, Inc., SCD
Mountain View, Inc., and FSI International, Ltd.
FSI's principal executive offices are located at 322 Lake Hazeltine
Drive, Chaska, Minnesota 55318, and its telephone number is (612) 448-5440.
FSI's Internet site is located at http://www.fsi-intl.com. Information contained
on FSI's Internet site is not part of this prospectus.
RISK FACTORS
You should consider carefully the risks discussed on pages 14 through
20 of FSI's Quarterly Report on Form 10-Q for the fiscal quarter ended November
27, 1999, which are incorporated into this prospectus by reference, before you
decide to buy FSI common stock. If any of those risks actually occurs, FSI's
business, financial condition, and results of operations would likely suffer. In
that case, the trading price of FSI's common stock could decline, and you may
lose all or part of the money you paid to buy FSI's common stock.
<PAGE> 5
SELLING SHAREHOLDER
The following table presents the number of outstanding shares of FSI
common stock beneficially owned by the selling shareholder as of February 1,
2000. The table also presents the maximum number of shares proposed to be sold
by the selling shareholder and the number of shares it will own after the sale.
The percentages are based on 24,972,578 shares of FSI common stock outstanding
on February 1, 2000.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING OWNED AFTER OFFERING(1)
----------------------- -----------------------
PERCENTAGE PERCENTAGE
OF SHARES OF
NAME NUMBER OUTSTANDING OFFERED NUMBER OUTSTANDING
- ----------------------------------- ------ ----------- ------- ------ -----------
<S> <C> <C> <C> <C> <C>
Aspect International, Inc. 40,000(2) * 40,000 0 0%
</TABLE>
- -----------------------------------
*Less than 1%.
(1) Assumes sale of all shares of the selling shareholder being offered.
(2) Consists solely of shares issuable upon exercise of a warrant.
PLAN OF DISTRIBUTION
The selling shareholder may sell the shares being offered from time to
time in one or more transactions:
- on the Nasdaq National Market or otherwise;
- in the over-the-counter market;
- in negotiated transactions;
- through the writing of options on shares, whether the options
are listed on an options exchange or otherwise; or
- a combination of one or more of these methods of sale.
The selling shareholder may sell the shares at market prices prevailing
at the time of sale, at prices related to those market prices, or at negotiated
prices. The selling shareholder also may sell the shares pursuant to Rule 144
adopted under the Securities Act of 1933 as permitted by that Rule. The selling
shareholder may effect transactions by selling shares directly to purchasers or
to or through broker-dealers. The broker-dealers may act as agents or
principals. The broker-dealers may receive compensation in the form of
discounts, concessions, or commissions
2
<PAGE> 6
from the selling shareholder or the purchasers of the shares. The compensation
of any particular broker-dealer may be in excess of customary commissions. The
selling shareholder and broker-dealers that participate with the selling
shareholder in the distribution of shares may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act. Any commissions
received by them and any profit on the resale of shares may be deemed to be
underwriting compensation.
WHERE YOU CAN FIND MORE INFORMATION
FSI files annual, quarterly, and special reports, proxy statements, and
other information with the Securities and Exchange Commission. FSI's SEC filings
are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document FSI files with the
SEC at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You can also obtain copies of the documents at prescribed rates by
writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of its Public Reference Room. FSI's SEC filings are
also available at the office of the National Association of Securities Dealers,
Inc. For more information on obtaining copies of FSI's public filings at the
National Association of Securities Dealers, Inc., you should write to National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
FSI "incorporates by reference" into this prospectus the information it
files with the SEC, which means that FSI can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus and information that FSI files
subsequently with the SEC will automatically update this prospectus. FSI
incorporates by reference the documents listed below and any filings FSI makes
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 after the initial filing of the registration statement that
contains this prospectus and prior to the time that all the securities offered
by this prospectus are sold:
- Annual Report on Form 10-K for the fiscal year ended August 28,
1999 (which incorporates by reference certain portions of FSI's
definitive proxy statement for its 2000 Annual Meeting of
Shareholders);
- Quarterly Report on Form 10-Q for the fiscal quarter ended
November 27,1999;
- Current Report on Form 8-K, filed on November 4, 1999, as amended
on Form 8-K/A on December 15, 1999; and
- The description of FSI's common stock and related rights to
purchase preferred stock contained in a Registration Statement on
Form 8-A dated
3
<PAGE> 7
October 31, 1998 and a Registration Statement on Form 8-A dated
June 5, 1997, as amended on Form 8-A/A on April 16, 1998.
You may request a copy of these filings (other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing) at no cost, by writing to or telephoning FSI at the following address:
Corporate Secretary
FSI International, Inc.
322 Lake Hazeltine Drive
Chaska, Minnesota 55318
(612) 448-5440
You should rely only on the information incorporated by reference or presented
in this prospectus. FSI has not authorized anyone else to provide you with
different information. These securities are only being offered in states where
the offer is permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the cover page of
this prospectus.
LEGAL MATTERS
The validity of the shares of FSI common stock offered by this
prospectus will be passed upon by Faegre & Benson LLP, Minneapolis, Minnesota.
EXPERTS
The consolidated financial statements and financial statement schedule
of FSI as of August 28, 1999 and August 29, 1998 and for each of the fiscal
years in the three-year period ended August 28, 1999 have been incorporated by
reference in the registration statement in reliance upon the reports of KPMG
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
4
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the issuance and distribution of the shares
of common stock being registered hereunder, other than underwriting commissions
and expenses, are estimated below.
<TABLE>
<S> <C>
SEC registration fee.......................................... $ 164
Nasdaq listing fee............................................ 0
Legal services and expenses................................... 3,000
Accounting services and expenses.............................. 1,800
Printing fees................................................. 750
----------
Total............................................ $ 5,714
==========
</TABLE>
Except for the SEC registration and the Nasdaq listing fees, all of the
foregoing expenses have been estimated. The selling shareholder will bear fees
and disbursements of its own legal counsel and transfer taxes. FSI will bear all
other expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 4.01 of FSI's Restated By-Laws provides that FSI shall
indemnify its directors and officers to the full extent required or permitted by
Minnesota Statutes or by other provisions of law. Section 302A.521 of the
Minnesota Business Corporation Act provides in substance that, unless prohibited
or limited by its articles of incorporation or by-laws, a corporation must
indemnify an officer or director who is made or threatened to be made a party to
a proceeding by reason of his or her official capacity against judgments,
penalties, fines, settlements, and reasonable expenses, including attorneys'
fees and disbursements, incurred by such person in connection with the
proceeding, if certain criteria are met. These criteria, all of which must be
met by the person seeking indemnification, are:
(a) that such person has not been indemnified by another
organization for the same judgments,penalties, fines, settlements, and
expenses;
(b) that such person acted in good faith;
(c) that no improper personal benefit was obtained by
such person and certain statutory conflicts of interest provisions have
been satisfied, if applicable;
(d) that, in the case of a criminal proceeding, such
person had no reasonable cause to believe that the conduct was
unlawful; and
II-1
<PAGE> 9
(e) that such person acted in a manner he reasonably
believed was in the best interests of the corporation or, in certain
limited circumstances, not opposed to the best interests of the
corporation.
The determination as to eligibility for indemnification is made by the
members of the corporation's board of directors or a committee of the board who
are at the time not parties to the proceeding under consideration, by special
legal counsel, by the shareholders who are not parties to the proceeding, or by
a court.
Article VIII of FSI's Restated Articles of Incorporation provides that
no director shall be personally liable to FSI or its shareholders for monetary
damages for breach of fiduciary duty as a director, except:
(1) for any breach of the director's duty of loyalty to
FSI or its shareholders;
(2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law;
(3) for dividends, stock repurchases, and other
distributions made in violation of Minnesota law or for violations of
the Minnesota securities laws;
(4) for any transaction from which the director derived
an improper personal benefit; or
(5) for any act or omission occurring prior to the
effective date of the provision limiting such liability in FSI's
Articles of Incorporation.
Article VIII does not affect the availability of equitable remedies,
such as an action to enjoin or rescind a transaction involving a breach of
fiduciary duty, although, as a practical matter, equitable relief may not be
available. This Article also does not limit liability of the directors for
violations of, or relieve them from the necessity of complying with, the federal
securities laws.
ITEM 16. EXHIBITS
Exhibit
Number Exhibit
4.1 Restated Articles of Incorporation of FSI. (1)
4.2 Articles of Amendment of Restated Articles of
Incorporation of FSI. (2)
4.3 Restated By-Laws of FSI. (3)
4.4 First Amendment to Restated By-Laws of FSI. (4)
II-2
<PAGE> 10
4.5 Second Amendment to Restated By-Laws of FSI. (2)
4.6 Form of Rights Agreement dated as of May 22, 1997
between FSI and Harris Trust and Savings Bank, National
Association, as Rights Agent. (5)
4.7 Amendment dated March 26, 1998 to Rights Agreement dated
May 22, 1997 between FSI and Harris Trust and Savings
Bank, National Association, as Rights Agent. (6)
5 Opinion of Faegre & Benson LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Faegre & Benson LLP (included in Exhibit 5).
24 Powers of Attorney of directors and officers of the
Company.
- --------------------------
(1) Incorporated by reference to FSI's Quarterly Report on
Form 10-Q for the quarter ended February 24, 1990, File
No. 0-17276.
(2) Incorporated by reference to FSI's Annual Report on Form
10-K for the fiscal year ended August 28, 1999.
(3) Incorporated by reference to FSI's registration
statement on Form S-1, Reg. No. 33-25035.
(4) Incorporated by reference to FSI's Annual Report on
Form 10-K for the fiscal year ended August 26, 1989.
(5) Incorporated by reference to FSI's Current Report on
Form 8-K, filed June 5, 1997.
(6) Incorporated by reference to FSI's Registration
Statement on Form 8-A/A, dated April 16, 1998.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement (i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement,
II-3
<PAGE> 11
and (iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement, provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
II-4
<PAGE> 12
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-5
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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 February 7, 2000.
FSI INTERNATIONAL, INC.
By: /s/ Donald S. Mitchell*
--------------------------------------
Donald S. Mitchell
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 7th day of February, 2000, by the
following persons in the capacities indicated:
/s/ Donald S. Mitchell* President and Chief Executive Officer
- --------------------------- (Principal Executive Officer)
Donald S. Mitchell
/s/ Patricia M. Hollister
- --------------------------- Chief Financial Officer
Patricia M. Hollister (Principal Financial and Accounting Officer)
JOEL A. ELFTMANN )
JAMES A. BERNARDS )
THOMAS D. GEORGE ) A majority of the board of directors*
TERRENCE W. GLARNER )
CHARLES R. WOFFORD )
*Patricia M. Hollister, by signing her name hereto, does hereby sign
this document on behalf of each of the other above-named officers or
directors of the Registrant pursuant to powers of attorney duly executed by
such persons.
By: /s/ Patricia M. Hollister
--------------------------------------
Patricia M. Hollister, Attorney in Fact
II-6
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Manner of Filing
- ------ ------- ----------------
<S> <C> <C>
4.1 Restated Articles of Incorporation of FSI............................................Incorporated by reference
4.2 Articles of Amendment of Restated Articles of Incorporation
of FSI...............................................................................Incorporated by reference
4.3 Restated By-Laws of FSI..............................................................Incorporated by reference
4.4 First Amendment to Restated By-Laws of FSI...........................................Incorporated by reference
4.5 Second Amendment to Restated By-Laws of FSI..........................................Incorporated by reference
4.6 Form of Rights Agreement dated as of May 22, 1997 between FSI and
Harris Trust and Savings Bank, National Association, as
Rights Agent.........................................................................Incorporated by reference
4.7 Amendment dated March 26, 1998 to Rights Agreement dated May 22, 1997
between FSI and Harris Trust and Savings Bank,
National Association, as Rights Agent................................................Incorporated by reference
5 Opinion of Faegre & Benson LLP............................................................Filed Electronically
23.1 Consent of KPMG LLP.......................................................................Filed Electronically
23.2 Consent of Faegre & Benson LLP (included in Exhibit 5)....................................Filed Electronically
24 Powers of Attorney of Directors and Officers of FSI.......................................Filed Electronically
</TABLE>
<PAGE> 1
EXHIBIT 5
[FAEGRE & BENSON LLP LETTERHEAD]
February 7, 2000
FSI International, Inc.
322 Lake Hazeltine Drive
Chaska, Minnesota 55318
Ladies and Gentlemen:
In connection with the proposed registration under the Securities Act
of 1933, as amended, of 40,000 shares of common stock, no par value, of FSI
International, Inc., a Minnesota corporation, proposed to be sold by a certain
selling shareholder of FSI, we have examined such corporate records and other
documents, including the Registration Statement on Form S-3, dated the date
hereof, relating to those shares, and have reviewed such matters of law as we
have deemed necessary for this opinion. Based on the foregoing, we advise you
that in our opinion the shares of common stock proposed to be sold by the
selling shareholder named in the Registration Statement, when sold as
contemplated in the Registration Statement following the exercise of the warrant
in accordance with its terms, will be legally and validly issued and fully paid
and non-assessable under the current laws of the State of Minnesota.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm wherever appearing
therein.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
FSI International, Inc.:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Minneapolis, Minnesota
February 7, 2000
<PAGE> 1
EXHIBIT 24
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN, DONALD S. MITCHELL, and PATRICIA M. HOLLISTER, and each one of
them, the undersigned's true and lawful attorneys-in-fact, with power of
substitution, for the undersigned and in the undersigned's name, place, and
stead, to sign and affix the undersigned's name as a director or officer of the
Corporation to a Registration Statement, under the Securities Act of 1933, as
amended, on Form S-3 or other applicable form, and all amendments thereto, to be
filed by the Corporation with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the Securities Act
of 1933, as amended, of shares of Common Stock to be issued by the Corporation,
and to file the Registration Statement with the Commission, granting unto the
attorneys-in-fact, and each of them, full power and authority to perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
27th day of January, 2000.
/s/ Joel A. Elftmann
------------------------------------------------
Joel A. Elftmann
<PAGE> 2
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN, DONALD S. MITCHELL, and PATRICIA M. HOLLISTER, and each one of
them, the undersigned's true and lawful attorneys-in-fact, with power of
substitution, for the undersigned and in the undersigned's name, place, and
stead, to sign and affix the undersigned's name as a director or officer of the
Corporation to a Registration Statement, under the Securities Act of 1933, as
amended, on Form S-3 or other applicable form, and all amendments thereto, to be
filed by the Corporation with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the Securities Act
of 1933, as amended, of shares of Common Stock to be issued by the Corporation,
and to file the Registration Statement with the Commission, granting unto the
attorneys-in-fact, and each of them, full power and authority to perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
26th day of January, 2000.
/s/ Donald S. Mitchell
--------------------------------------------
Donald S. Mitchell
<PAGE> 3
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN, DONALD S. MITCHELL, and PATRICIA M. HOLLISTER, and each one of
them, the undersigned's true and lawful attorneys-in-fact, with power of
substitution, for the undersigned and in the undersigned's name, place, and
stead, to sign and affix the undersigned's name as a director or officer of the
Corporation to a Registration Statement, under the Securities Act of 1933, as
amended, on Form S-3 or other applicable form, and all amendments thereto, to be
filed by the Corporation with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the Securities Act
of 1933, as amended, of shares of Common Stock to be issued by the Corporation,
and to file the Registration Statement with the Commission, granting unto the
attorneys-in-fact, and each of them, full power and authority to perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
27th day of January, 2000.
/s/ James A. Bernards
--------------------------------------------
James A. Bernards
<PAGE> 4
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN, DONALD S. MITCHELL, and PATRICIA M. HOLLISTER, and each one of
them, the undersigned's true and lawful attorneys-in-fact, with power of
substitution, for the undersigned and in the undersigned's name, place, and
stead, to sign and affix the undersigned's name as a director or officer of the
Corporation to a Registration Statement, under the Securities Act of 1933, as
amended, on Form S-3 or other applicable form, and all amendments thereto, to be
filed by the Corporation with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the Securities Act
of 1933, as amended, of shares of Common Stock to be issued by the Corporation,
and to file the Registration Statement with the Commission, granting unto the
attorneys-in-fact, and each of them, full power and authority to perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
30th day of January, 2000.
/s/ Thomas D. George
--------------------------------------------
Thomas D. George
<PAGE> 5
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN, DONALD S. MITCHELL, and PATRICIA M. HOLLISTER, and each one of
them, the undersigned's true and lawful attorneys-in-fact, with power of
substitution, for the undersigned and in the undersigned's name, place, and
stead, to sign and affix the undersigned's name as a director or officer of the
Corporation to a Registration Statement, under the Securities Act of 1933, as
amended, on Form S-3 or other applicable form, and all amendments thereto, to be
filed by the Corporation with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the Securities Act
of 1933, as amended, of shares of Common Stock to be issued by the Corporation,
and to file the Registration Statement with the Commission, granting unto the
attorneys-in-fact, and each of them, full power and authority to perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
27th day of January, 2000.
/s/ Terrence W. Glarner
--------------------------------------------
Terrence W. Glarner
<PAGE> 6
FSI INTERNATIONAL, INC.
Power of Attorney
of Director or Officer
The undersigned director or officer of FSI INTERNATIONAL INC. (the
"Corporation"), a Minnesota corporation, hereby makes, constitutes, and appoints
JOEL A. ELFTMANN, DONALD S. MITCHELL, and PATRICIA M. HOLLISTER, and each one of
them, the undersigned's true and lawful attorneys-in-fact, with power of
substitution, for the undersigned and in the undersigned's name, place, and
stead, to sign and affix the undersigned's name as a director or officer of the
Corporation to a Registration Statement, under the Securities Act of 1933, as
amended, on Form S-3 or other applicable form, and all amendments thereto, to be
filed by the Corporation with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the Securities Act
of 1933, as amended, of shares of Common Stock to be issued by the Corporation,
and to file the Registration Statement with the Commission, granting unto the
attorneys-in-fact, and each of them, full power and authority to perform any and
all acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF the undersigned has set the undersigned's hand this
2nd day of February, 2000.
/s/ Charles R. Wofford
--------------------------------------------
Charles R. Wofford
