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As filed with the Securities and Exchange Commission on December 10, 1996
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ETEC SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Nevada 94-3094580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26460 Corporate Avenue
Hayward, CA 94545
(510) 783-9210
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Stephen E. Cooper
President and Chief Executive Officer
Etec Systems, Inc.
26460 Corporate Avenue
Hayward, CA 94545
(510) 783-9210
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Richard S. Grey Thomas W. Kellerman
Karen A. Dempsey Jacqueline E. Cowden
Christina A. McCormick Brobeck, Phleger & Harrison LLP
Pillsbury Madison & Sutro LLP Two Embarcadero Place
P.O. Box 7880 2200 Geng Road
San Francisco, California 94120 Palo Alto, CA 94303
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-16505
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. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of each class of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share(2) offering price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value....... 724,403 shares $33.13 $23,995,849 $7,271.47
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(1) Includes 108,660 shares that the Underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices of
the Company's Common Stock on the Nasdaq National Market on December 9,
1996.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") by Etec Systems, Inc. (the "Company"), pursuant to Rule 462(b) under the
Act. This Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-3 (File No. 333-16505) relating to the offering
of up to 5,060,000 shares of Common Stock of the Company.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has
instructed its bank to pay the Commission the filing fee set forth on the cover
page of this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on December 11, 1996), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by the bank during regular business hours on December 11, 1996.
2
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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-3, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hayward, State of California, on December 10, 1996.
ETEC SYSTEMS, INC.
By /s/ Philip J. Koen, Jr.
------------------------------
Philip J. Koen, Jr.
Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
* Stephen E. Cooper President and Chief December 10, 1996
- ----------------------------- Executive Officer
Stephen E. Cooper (Principal Executive
Officer) and Chairman
of the Board
/s/ Philip J. Koen, Jr. Vice President, Chief December 10, 1996
- ----------------------------- Financial Officer
Philip J. Koen, Jr. (Principal Financial
Officer)
* Edward Quigley Controller (Principal December 10, 1996
- ----------------------------- Accounting Officer)
Edward Quigley
* Edward L. Gelbach
- ----------------------------- Director December 10, 1996
Edward L. Gelbach
* Jack H. King
- ----------------------------- Director December 10, 1996
Jack H. King
* Catherine P. Lego
- ----------------------------- Director December 10, 1996
Catherine P. Lego
* John McBennett
- ----------------------------- Director December 10, 1996
John McBennett
* John Suzuki
- ----------------------------- Director December 10, 1996
John Suzuki
* Thomas M. Trent
- ----------------------------- Director December 10, 1996
Thomas M. Trent
* Robert L. Wehrli
- ----------------------------- Director December 10, 1996
Robert L. Wehrli
*By /s/ Philip J. Koen, Jr.
--------------------------
Philip J. Koen, Jr.
Attorney-in-Fact
3
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EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF DOCUMENT NUMBERED PAGE
- ------ ----------------------- -------------
<S> <C> <C>
5.1 Opinion of Pillsbury Madison & Sutro (incorporated by reference to
Exhibit 5.1 to the Registrant's Registration Statement on Form S-3
(File No. 333-16505)).
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Pillsbury Madison & Sutro (included in its opinion filed
as Exhibit 5.1 to this Registration Statement).
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 of our report dated August 27, 1996
relating to the consolidated financial statements of Etec Systems, Inc., which
appears in such Prospectus. We also consent to the references to us under the
headings "Experts" and "Selected Consolidated Financial Data" in such
Prospectus. However, it should be noted that Price Waterhouse LLP has not
prepared or certified such "Selected Consolidated Financial Data."
PRICE WATERHOUSE LLP
San Jose, California
December 10, 1996
II-1
