<PAGE>
As filed with the Securities and Exchange Commission on August 14, 1997.
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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, California 94545
------------------------------- -------------------
(Address of Principal (Zip Code)
Executive Offices)
1995 OMNIBUS INCENTIVE PLAN OF ETEC SYSTEMS, INC.
-------------------------------------------------
(Full title of the plan)
Copy to:
STEPHEN E. COOPER RICHARD S. GREY
President and Chief Executive Officer Pillsbury Madison & Sutro LLP
Etec Systems, Inc. P.O. Box 7880
26460 Corporate Avenue San Francisco, CA 94120
Hayward, California 94545 (415) 983-1000
(510) 783-9210
------------------------------- -------------------
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(1) Fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 975,000 $52.938 $51,614,550 $15,640.77
- ---------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to General Instruction E on Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices as reported on the Nasdaq
National Market on August 11, 1997.
-----------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
<PAGE>
INFORMATION REQUIRED PURSUANT TO
--------------------------------
GENERAL INSTRUCTION E TO FORM S-8
---------------------------------
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
The Registrant's Form S-8 Registration Statement filed with the Securities and
Exchange Commission on January 18, 1996, File No. 333-386, is hereby
incorporated by reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K (File No. 0-26968) for the
fiscal year ended July 31, 1996, which contains, among other things, the
consolidated financial statements of Registrant and certain supplementary data
for the fiscal year ended July 31, 1996 together with the report thereon of
Price Waterhouse LLP, independent accountants.
(2) The Registrant's Quarterly Reports on Form 10-Q (File No. 0-26968) for the
quarters ended November 1, 1996, January 31, 1997 and May 2, 1997.
(3) The description of Registrant's common stock contained in the Registrant's
Registration Statement on Form 8-A, filed on October 12, 1995.
In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 a part hereof from the date of filing of such documents.
-2-
<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 Hayward, State of California, on August 14, 1997.
ETEC SYSTEMS, INC.
By /s/ Stephen E. Cooper
-----------------------------
Stephen E. Cooper
President and
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Stephen E. Cooper President and Chief Executive Officer August 14, 1997
- ------------------------------------ (Principal Executive Officer) and
Stephen E. Cooper Chairman of the Board and Chief
Financial Officer (Principal Financial
Officer)
*
- ------------------------------------ Controller (Principal Accounting August 14, 1997
Edward Quigley Officer)
*
- ------------------------------------ Director August 14, 1997
Edward L. Gelbach
*
- ------------------------------------ Director August 14, 1997
Catherine P. Lego
*
- ------------------------------------ Director August 14, 1997
Jack H. King
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
*
- ------------------------------------ Director August 14, 1997
John McBennett
*
- ------------------------------------ Director August 14, 1997
John Suzuki
*
- ------------------------------------ Director August 14, 1997
Thomas Michael Trent
*
- ------------------------------------ Director August 14, 1997
Robert L. Wehrli
</TABLE>
*BY /s/ Stephen E. Cooper
------------------------------------
Stephen E. Cooper
Attorney-in-Fact
-4-
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit
- -------
Number Exhibit
- ------ -------
<C> <S>
5.1 Opinion regarding legality of securities to be offered.
23.1 Independent Accountants' Consent.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1)
24.1 Powers of Attorney for directors and certain officers of Etec
Systems, Inc., authorizing the signing of the registration statement
on Form S-8 on their behalf.
</TABLE>
-5-
<PAGE>
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
235 Montgomery Street
San Francisco, CA 94104
Tel: (415) 983-1000
August 14, 1997
Etec Systems, Inc.
26460 Corporate Avenue
Hayward, CA 94545
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by Etec
Systems, Inc., a Nevada corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
975,000 shares of the Company's Common Stock issuable pursuant to the Company's
1995 Omnibus Incentive Plan (the "Stock Plan"), it is our opinion that such
shares of the Common Stock of the Company, when issued and sold in accordance
with the Stock Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
[E-03280]
<PAGE>
EXHIBIT 23.1
INDEPENDENT ACCOUNTANTS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 27, 1996, appearing on page 34
of Etec Systems, Inc.'s Annual Report on Form 10-K for the year ended July 31,
1996.
/s/ PRICE WATERHOUSE LLP
San Jose, California
August 11, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Stephen E. Cooper and Philip J. Koen, Jr., and each of
them his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective
amendments, to this registration statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, 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 date indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Edward Quigley Controller (Principal
- ------------------------- Accounting Officer) January 18, 1996
Edward Quigley
/s/Edward L. Gelbach
- ------------------------- Director January 18, 1996
Edward L. Gelbach
/s/Catherine P.Goodrich
- ------------------------- Director January 18, 1996
Catherine P. Goodrich
/s/Jack H. King
- ------------------------- Director January 18, 1996
Jack H. King
/s/John McBennett
- ------------------------- Director January 18, 1996
John McBennett
/s/Takeshi Suzuki
- ------------------------- Director January 18, 1996
Takeshi Suzuki
/s/Thomas Michael Trent
- ------------------------- Director January 18, 1996
Thomas Michael Trent
/s/Robert L. Wehrli
- ------------------------- Director January 18, 1996
Robert L. Wehrli
</TABLE>
