<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1997.
REGISTRATION NO. 333-22821
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AMENDMENT NO. 1 TO 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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INTEGRATED PROCESS EQUIPMENT CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 77-0296222
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
911 BERN COURT
SAN JOSE, CALIFORNIA 95122
(408) 436-2170
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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SANJEEV R. CHITRE
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
INTEGRATED PROCESS EQUIPMENT CORP.
911 BERN COURT
SAN JOSE, CALIFORNIA 95122
(408) 436-2170
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
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<TABLE>
<S> <C>
FRANCIS S. CURRIE GREGORY C. SMITH
NEIL WOLFF KARYN R. SMITH
YOICHIRO TAKU MITCHELL R. TRUELOCK
WILSON SONSINI GOODRICH & ROSATI COOLEY GODWARD LLP
PROFESSIONAL CORPORATION ONE MARITIME PLAZA
650 PAGE MILL ROAD 20TH FLOOR
PALO ALTO, CALIFORNIA 94304-1050 SAN FRANCISCO, CALIFORNIA 94111-3580
(415) 493-9300 (415) 693-2000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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. [_]
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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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 THAT 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.
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<PAGE>
EXPLANATORY NOTE
This Amendment No.1 to Registration Statement No. 333-22821 is filed solely to
add Exhibit 27.1. The contents of Registration Statement No. 333-22821 are
hereby incorporated by reference.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Registrant in connection with this
offering are as follows:
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<S> <C>
Securities and Exchange Commission registration fee................ $ 26,202
National Association of Securities Dealers fee..................... 9,147
Nasdaq Additional Listing Fee...................................... 17,500
Accounting fees and expenses....................................... 100,000
Legal fees and expenses............................................ 150,000
Printing expenses.................................................. 100,000
Miscellaneous...................................................... 47,151
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Total............................................................ $450,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Company's Certificate of
Incorporation, as amended, and the Bylaws, as amended, provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the Delaware Corporation law. In addition, the
Company has entered into Indemnification Agreements with its officers and
directors. The Company also currently maintains an officers' and directors'
liability insurance policy which insures, subject to the exclusions and
limitations of the policy, officers and directors of the Company against
certain liabilities which might be incurred by them solely in such capacities.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
ITEM 16. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
herein:
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<C> <S>
1.1** Form of Underwriting Agreement.
4.1 Certificate of Incorporation, as amended. Incorporated by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1993 (File
No. 0-20470).
4.2 Amendment of Certificate of Incorporation, effective December 16,
1993. Incorporated by reference to Exhibit 3.2 to Amendment No. 1,
filed on December 30, 1993 ("SB-2 Amendment No. 1") to the
Registrant's Registration Statement on Form SB-2 (Registration No. 33-
70962).
4.3 Amendment of Certificate of Incorporation, effective January 31, 1996.
Incorporated by reference to Exhibit 3(i).1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1996.
By-Laws, as amended. Incorporated by reference to Exhibit 3.3 to SB-2
4.4 Amendment No. 1.
4.5 Warrant Purchase Agreement, dated as of October 4, 1996, between the
Company and Intel Corporation. Incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q filed on November
14, 1996 for the quarter ended September 30, 1996.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- --------------
<C> <S>
4.6 Subscription Agreement, dated as of December 12, 1996, between the
Company and Fletcher International Limited. Incorporated by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K for
reporting date December 16, 1996 and filed on December 30, 1996.
4.7 Warrant Certificate, dated as of December 16, 1996, issued by the
Company to Fletcher International Limited. Incorporated by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K for
reporting date December 16, 1996 and filed on December 30, 1996.
5.1** Opinion of Wilson Sonsini Goodrich & Rosati, P.C. regarding the
legality of the securities registered.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of Richard A. Eisner & Company, LLP.
23.3** Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit
5.1 above)
24.1** Power of Attorney.
27.1* Financial data schedule
</TABLE>
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*Filed herewith
**Previously filed with the Commission
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities Act,
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 shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, 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.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
333-22821 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED:
INTEGRATED PROCESS EQUIPMENT CORP.
a Delaware Corporation
By: /s/ John S. Hodgson
_____________________________________
John S. Hodgson
Vice President, Chief Financial
Officer,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
Date: March 24, 1997
Pursuant to the requirements of the Securities Act of 1933, this the
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman of the Board and March 24, 1997
____________________________________ Chief Executive Officer
Sanjeev R. Chitre (Principal Executive
Officer)
/s/ John S. Hodgson Vice President, Chief March 24, 1997
____________________________________ Financial Officer, Treasurer
John S. Hodgson and Secretary (Principal
Financial and Accounting
Officer)
* Director March 24 1997
____________________________________
Harold C. Baldauf
* Director March 24, 1997
____________________________________
William J. Freschi
* Director March 24 1997
____________________________________
Kenneth Levy
* Director March 24, 1997
____________________________________
Roger D. McDaniel
By: /s/ John S. Hodgson Director March 24, 1997
____________________________________
John S. Hodgson
Attorney-in-fact
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<C> <S>
1.1** Form of Underwriting Agreement.
4.1 Certificate of Incorporation, as amended. Incorporated by reference to
Exhibit 3.1 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1993 (File No. 0-20470).
4.2 Amendment of Certificate of Incorporation, effective December 16,
1993. Incorporated by reference to Exhibit 3.2 to Amendment No. 1,
filed on December 30, 1993 ("SB-2 Amendment No. 1") to the
Registrant's Registration Statement on Form SB-2 (Registration No. 33-
70962).
4.3 Amendment of Certificate of Incorporation, effective January 31, 1996.
Incorporated by reference to Exhibit 3(i).1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1996.
By-Laws, as amended. Incorporated by reference to Exhibit 3.3 to SB-2
4.4 Amendment No. 1.
4.5 Warrant Purchase Agreement, dated as of October 4, 1996, between the
Company and Intel Corporation. Incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q filed on November
14, 1996 for the quarter ended September 30, 1996.
4.6 Subscription Agreement, dated as of December 12, 1996, between the
Company and Fletcher International Limited. Incorporated by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K for
reporting date December 16, 1996 and filed on December 30, 1996.
4.7 Warrant Certificate, dated as of December 16, 1996, issued by the
Company to Fletcher International Limited. Incorporated by reference
to Exhibit 99.1 to the Company's Current Report on Form 8-K for
reporting date December 16, 1996 and filed on December 30, 1996.
5.1** Opinion of Wilson Sonsini Goodrich & Rosati, P.C. regarding the
legality of the securities registered.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of Richard A. Eisner & Company, LLP.
23.3** Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit
5.1 above)
24.1** Power of Attorney.
27.1* Financial data schedule
</TABLE>
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*Filed herewith
**Previously filed with the Commission
<PAGE>
EXHIBIT 23.1
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
The Board of Directors
Integrated Process Equipment Corp.:
We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Phoenix, Arizona
March 24, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Amendment No 1. to Registration
Statement on Form S-3 of our report dated August 18, 1995 (February 25, 1997
with respect to Note 17), relating to the consolidated financial statements of
Integrated Process Equipment Corp. and subsidiaries as at June 30, 1995 and
for each of the years in the two-year period then ended, and to the reference
to our Firm under the caption "Experts" in the Prospectus.
/s/ Richard A. Eisner & Company, LLP
New York, New York
March 24, 1997
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> JUN-30-1996 JUN-30-1997
<PERIOD-START> JUL-01-1995 JUL-01-1996
<PERIOD-END> JUN-30-1996 DEC-31-1996
<CASH> 11,325 36,953
<SECURITIES> 0 0
<RECEIVABLES> 34,089 35,258
<ALLOWANCES> 0 0
<INVENTORY> 23,437 29,540
<CURRENT-ASSETS> 81,311 120,536
<PP&E> 50,225 23,301
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 184,701 176,474
<CURRENT-LIABILITIES> 33,611 44,505
<BONDS> 22,753 17,860
0 0
0 1
<COMMON> 147 149
<OTHER-SE> 128,190 113,959
<TOTAL-LIABILITY-AND-EQUITY> 184,701 176,474
<SALES> 148,690 65,069
<TOTAL-REVENUES> 148,690 65,069
<CGS> 85,061 39,523
<TOTAL-COSTS> 42,530 25,067
<OTHER-EXPENSES> 36,961 17,601
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 2,031 1,173
<INCOME-PRETAX> (15,762) (17,833)
<INCOME-TAX> (6,399) (6,149)
<INCOME-CONTINUING> (9,363) (11,684)
<DISCONTINUED> (1,294) (28,564)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (10,657) (40,248)
<EPS-PRIMARY> (.78) (2.72)
<EPS-DILUTED> 0 0
</TABLE>
