<PAGE>
As filed with the Securities and Exchange Commission on January 17,1997
Registration No. 333-16287
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
----------------------
INTEGRATED PROCESS EQUIPMENT CORP.
(Exact name of Registrant as specified in its charter)
----------------------
DELAWARE 77-0296222
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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)
----------------------
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:
FRANCIS S. CURRIE, ESQ.
NEIL J. WOLFF, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD, PALO ALTO, CA 94304-1050
(415) 493-9300
----------------------
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. [X]
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. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock......................... 150,000 shares $10.375 $1,556,250.00 $472.00
=========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c) under the Securities Act, based
on the average of the high and low prices of the Common Stock on the Nasdaq
National Market on November 11, 1996.
----------------------
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>
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PROSPECTUS
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150,000 SHARES
INTEGRATED PROCESS EQUIPMENT CORP.
COMMON STOCK
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Some or all of the shares of common stock offered hereby (the "Shares") may be
sold or distributed from time to time by Intel Corporation (the "Selling
Stockholder" or "Intel") through underwriters or dealers or brokers or other
agents or directly to one or more purchasers, in transactions (which may involve
block transactions) on Nasdaq, privately negotiated transactions or in the over-
the-counter market, or in a combination of such transactions. Such transactions
may be effected by the Selling Stockholder at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices, or at fixed prices, which may be changed. The Company will receive no
portion of the proceeds from the sale of the Shares and will bear all of the
expenses incident to their registration other than underwriters' discounts,
commissions or stock transfer taxes relating to the Shares. The Selling
Stockholder and any such underwriters, brokers, dealers or agents that
participate in such distribution may be deemed to be "underwriters" within the
meaning of the Securities Act, and any discounts, commissions or concessions
received by any such underwriters, brokers, dealers or agents might be deemed to
be underwriting discounts and commissions under the Securities Act. Neither the
Company nor the Selling Stockholder can presently estimate the amount of such
compensation. The Company knows of no existing arrangements between the Selling
Stockholder and any underwriter, broker, dealer or other agent relating to the
sale or distribution of the shares.
The common stock (the "Common Stock") of Integrated Process Equipment Corp. (the
"Company" or "IPEC") is quoted on The Nasdaq National Market ("Nasdaq") under
the symbol "IPEC." The Shares will be sold from time to time at then prevailing
market prices, at prices relating to prevailing market prices or at negotiated
prices. On November 15, 1996, the closing price of the Common Stock on Nasdaq
was $12.875.
The Shares were issued by the Company upon the Selling Stockholder's exercise of
warrants. See "Selling Stockholder" and "Plan of Distribution."
------------
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER
"RISK FACTORS" LOCATED ON PAGE 4 OF THIS PROSPECTUS.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997.
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<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN
ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all
amendments, and exhibits, the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the Shares. This
prospectus (the "Prospectus") does not contain all of the information set forth
in the Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Shares, reference is made to the
Registration Statement. Statements in this Prospectus as to the contents of any
contract or other document referred to herein are not necessarily complete, and
in each instance in which a copy of such contract is filed as an exhibit to the
Registration Statement, reference is made to such copy, and each such statement
shall be deemed qualified by such reference. Copies of the Registration
Statement may be inspected, without charge, at the offices of the Commission, or
obtained at prescribed rates from the Public Reference Section of the Commission
at the address set forth below.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities of the
Commission located at Room 1024, Judiciary Plaza, 450 Fifth Street. N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at Seven World
Trade Center, 13th Floor, New York, New York 10048; and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The SEC also maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
Company's Common Stock is quoted for trading on The Nasdaq National Market and
reports, proxy statements and other information concerning the Company may be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington D.C. 20006.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K filed with the Commission for
the fiscal year ended June 30, 1996, as amended by Form 10-K/A-1 filed
with the Commission on January 17, 1997.
(b) The Company's Quarterly Report on Form 10-Q filed with the Commission
for the quarter ended September 30, 1996, as amended by Form 10-Q/A-1
filed with the Commission on January 17, 1997.
(c) All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act following the date of this Prospectus
and prior to the termination of the offering contemplated hereby.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, a copy of any
information that has been incorporated by reference in this Prospectus (not
including exhibits to information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporates), upon written request to Investor Relations,
Integrated Process Equipment Corp., 4717 East Hilton Ave., Phoenix, Arizona
85034, or by telephone at (602) 517-7200.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
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<PAGE>
THE COMPANY
IPEC is a Delaware corporation organized in December 1991 and is the
successor by merger to a California corporation of the same name that was
incorporated in October 1989. The Company is primarily engaged in designing,
manufacturing, marketing and servicing equipment for the semiconductor
manufacturing industry.
IPEC Planar, the Company's chemical mechanical planarization ("CMP")
division, consists of the Company's IPEC Planar Phoenix operation (formerly
named Westech Systems, Inc. or "Westech") and the IPEC Planar Portland operation
(formerly named GAARD Automation Inc. or "GAARD"). IPEC Clean consists of the
former Athens Corp. ("Athens") operation and produces on site wet ultra high
purity chemical reprocessing systems, chemical distribution systems and cleaning
systems that can be marketed as stand alone products or clustered with IPEC
Planar's CMP systems. IPEC Precision consists of the Precision Materials
Operation acquired from Hughes Danbury Optical Systems, Inc. ("HDOS") and is
engaged in manufacturing of advanced plasma assisted chemical etching equipment
and metrology equipment for use primarily in manufacturing of silicon wafers and
semiconductor devices. The Company's principal executive office is located at
911 Bern Court, San Jose, California 95122, and its telephone number is
(408)436-2170.
SPECIAL NOTE ON FORWARD LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference into this
Prospectus contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, which are subject to the "safe harbor" created by that
section. These forward-looking statements include, but are not limited to,
statements concerning the size of the CMP polisher market; product introduction
and development; consolidation of subsidiary operating functions; industry
acceptance of products; dependence on major customers; competition; relocation
of operations; strategy; future revenue; operating margins, expenses and income;
dividend and tax rates; and access to equity or debt financing. Forward-looking
statements not specifically set forth above may also be found in these and other
sections of this Prospectus. The Company's actual future results could differ
materially from those projected in the forward-looking statements. Some factors
which could cause future actual results to differ materially from the Company's
recent results or those projected in the forward-looking statements are
described in "Risk Factors."
RISK FACTORS
An investment in the Shares involves a high degree of risk. In addition to
the other information contained and incorporated by reference in this
Prospectus, prospective investors should carefully consider the following
factors before purchasing the Shares.
History of Losses. Prior to the Company's acquisition of Westech in fiscal
1994, the Company did not have significant revenue. The Company had a net loss
in fiscal 1994 and fiscal 1996 of $8.9 million and $10.7 million, respectively.
The Company had a $3.4 million net loss in the first quarter of fiscal 1997.
Operating results for future periods are subject to numerous uncertainties, and
there can be no assurance that the Company will be profitable in fiscal 1997 or
on a quarterly basis.
Operating Results Subject to Quarterly Fluctuations for Varied Reasons.
The Company's operating results are subject to quarterly fluctuations due to a
variety of factors, including industry-wide changes in the demand for
semiconductors or for semiconductor production equipment; the timing of
significant shipments and delays or cancellations or postponement of orders;
acceptance of the Company's products; the gain or loss of significant customers;
competitive pressures; availability and costs of components from the Company's
suppliers; the timing of product announcements and introductions by the Company,
its customers or its competitors; the timing and structure of acquisitions and
dispositions or spin-offs; changes in the mix of products sold; the level of
international sales, which have lower margins than domestic sales; delayed or
canceled construction of wafer fabrication facilities by customers; research and
development expenses associated with new product introductions; market
acceptance of new or enhanced versions of the Company's and its customers'
products; reductions in personnel and the sufficiency of capital resources to
support operations at current levels. The Company cannot assure that it will be
able to anticipate or respond timely to changes in any of the factors listed
above.
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<PAGE>
The Company has experienced adverse effects from some of these factors in
the past and may experience them in the future. For example, the Company's
results in fiscal 1994 were adversely impacted by an engineering redesign of its
372M CMP product. In the second quarters of fiscal 1995 and 1996, the Company
had losses due to nonrecurring charges associated with the Athens, GAARD and
HDOS acquisitions. The Company had a loss in the first quarter of fiscal 1997,
primarily because IPEC Clean and IPEC Precision manufactured products and
incurred operating expenses based on sales plans which were not achieved, and to
a lesser degree due to increased cost of goods sold arising from warrants issued
to a major customer as described below. While the Company has attempted to
reduce its operating expenses, due to industry conditions, there can be no
assurance that the Company will be profitable in any quarter of fiscal 1997.
The Company intends to move IPEC Clean's bulk chemical distribution and cleaning
systems operations to Phoenix, Arizona during fiscal 1997 in an effort to
improve gross margins in the long term. This move may adversely affect margins
during the quarter in which the move occurs and in following quarters. If
current industry conditions continue, the Company expects that revenue for
fiscal 1997 will be below the $184.5 million of revenue recorded in fiscal 1996.
Results of operations in any period should not be considered indicative of
the results to be expected for future periods. Fluctuations in operating
results may also result in fluctuations in the price of the Company's Common
Stock.
The Timing of Significant Shipments, Delays or Cancellation or Postponement
of Orders can Impact Quarterly Results. The Company derives most of its revenue
from the sale of products in a price range from $100,000 to $1,300,000 per unit
and the sale of a clustered system can be priced much higher. As a result, the
timing of individual shipments can have a significant impact on the Company's
results of operations for a particular period. The Company has previously
experienced order and delivery delays and cancellations which caused the Company
to miss its quarterly revenue and profit projections and there can be no
assurance that the Company can avoid such order and delivery delays in the
future. IPEC Clean does not have significant backlog, and bookings in any
quarter may vary. Significant shipments by IPEC Precision are not expected
before the fourth quarter of fiscal 1997. A significant portion of the
Company's operating expenses are relatively fixed in nature and planned
expenditures are based in part on anticipated orders. Ongoing expenditures for
product development and engineering make it difficult to reduce expenses in a
particular quarter if the Company's sales goals for the quarter are not met.
Any inability to reduce spending quickly enough to mitigate any revenue
shortfall would magnify the adverse impact of the revenue shortfall on the
Company's results of operations.
Fiscal 1997 Cost of Goods Sold Will Increase Due to Issuance of Warrants.
The Company's fiscal 1997 operating results will also be affected by the
Company's exercise of its right to cause a significant customer to accelerate
planned orders and the issuance to the customer of additional warrants to
purchase IPEC Common Stock. During the first quarter of fiscal 1997, the
customer agreed to accelerate certain orders and the Company committed to issue
during the first three quarters of fiscal 1997 warrants to purchase an aggregate
minimum of 155,000 shares (of which warrants to purchase 60,000 shares have been
issued) and an aggregate maximum of 250,000 shares of Common Stock, resulting in
a $650,000 increase in cost of goods sold for the quarter. The number of
warrant shares to be issued depends on the extent to which the Company
accelerates shipments to the customer. The increase in cost of goods sold in
any future quarter depends on the number of warrant shares issued in excess of
155,000 warrant shares based on the value of the Common Stock at the time the
original agreement was signed. To the extent orders are accelerated during
fiscal 1997, this may reduce shipments anticipated for fiscal 1998. There can
be no assurance that the Company can obtain replacement orders for shipment in
fiscal 1998.
The Company Depends on Small Number of Major Customers. A small number of
customers account for a significant percentage of the Company's sales volume and
revenue. In fiscal 1995, Intel, IBM and Motorola represented 18%, 20% and 14%,
respectively, of the Company's revenue. In fiscal 1996, Intel represented 29%
of the Company's revenue. In the first quarter of fiscal 1997, Intel
represented 48% of the Company's revenue. The Company anticipates that its
revenue will continue to depend on major customers, although the companies
considered major customers and the percentage of the Company's revenue
represented by each major customer may vary from quarter to quarter. The loss
of a major customer or any material reduction in orders by such customers,
including reductions due to market or competitive conditions, would have a
material adverse effect on the Company's business, financial condition and
results of operations. The Company's future success depends in part upon its
ability to obtain orders from new customers, as well as the financial condition
of its customers and the general economy. Sales of certain of the Company's
products generally depend on new facility construction projects and facility
upgrades.
The Company Depends on Sales of its Existing CMP Equipment and Products
under Development. In fiscal 1996, the Company derived approximately 78% of its
revenue from sales by IPEC Planar and approximately 20% of its
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<PAGE>
revenue from sales by IPEC Clean. In the first quarter of fiscal 1997, sales by
IPEC Planar were 92% of the Company's revenue. Semiconductor manufacturing
equipment and processes are subject to rapid technological changes and product
obsolescence. The Company's strategy depends in part on developing and
introducing products which lower the semiconductor manufacturer's cost of
ownership, which involves a number of factors, including product acquisition and
operating expenses, throughput, reliability, footprint and wafer yields. The
Company believes that its future success will depend in part upon its ability to
develop and enhance its existing products and develop new products to meet such
anticipated technological changes.
The Company's future results are highly dependent on market acceptance of
the Company's AvantGAARD 676, which is designed to be a high-throughput metal
and oxide CMP tool, but is now qualified for only metal processing. While the
Company has developed an oxide process for the AvantGAARD 676, this process is
being qualified and has not yet been commercially adopted by any customer. The
Company has also been developing its Avanti 672 to integrate CMP processing and
water cleaning, and its Plasma Jet wafer etching tool. The Company is
attempting to market product bays and, with other companies, to develop
"performance optimized production systems" ("POPS"). Semiconductor equipment
companies often experience delays in completing advanced products. The Company
has experienced delays in developing new CMP tools and processes, cleaning and
reprocessing products and the Plasma Jet tool and the Company cannot assure that
any product in development will be completed as scheduled or that completed
products will be commercially adopted.
If any of the Company's products are not commercialized in a timely manner,
the Company could be required to write off inventory and other assets related to
the development project. To the extent products developed by the Company are
based upon anticipated changes in semiconductor production technologies, sales
for such products may be adversely affected if other technology becomes accepted
in the industry.
The Company May be Adversely Affected by Intensely Competitive Market in
Which it Participates. The semiconductor equipment industry is an intensely
competitive market. The Company believes that direct domestic and international
competition in CMP polisher systems, clustered CMP polisher and cleaning
systems, and chemical reprocessing systems is likely to increase substantially.
The Company is aware of a number of companies currently marketing CMP systems
that directly compete with the Company's systems. Competition is increasing
significantly in the market for high throughput planarization systems. In
addition, in December 1995, Applied Materials, Inc. announced a CMP system for
oxide that has not yet been commercially accepted, but which would compete
directly with the Company's CMP product offerings. The Company is aware that
other capital equipment manufacturers not currently involved in the development
of CMP systems may also attempt to enter and develop products for this market or
to develop alternative technologies which may reduce the need for the Company's
products. The Company is aware of several companies that market chemical
reprocessing systems similar to those sold by the Company.
The trend towards consolidation in the semiconductor equipment industry has
made it increasingly important to have the financial resources necessary to
compete effectively across a broad range of product offerings, to fund customer
service and support on a world-wide basis and to invest in both product and
process research and development. Certain current and potential competitors
have substantially greater financial resources, name recognition and more
extensive engineering, manufacturing, marketing and customer service and support
capabilities than the Company. The Company expects its current competitors to
continue to improve the design and performance of their existing products and
processes, and to introduce new products and processes with improved price and
performance characteristics. New product introductions or product announcements
by the Company's competitors could cause a decline in sales or loss of market
acceptance of the Company's existing products. Moreover, increased competitive
pressure could lead to intensified price based competition, which could have a
materially adverse effect on the Company's business, financial condition and
results of operations.
The Company Is Subject to Risks Associated with International Sales.
International sales accounted for approximately 24% and 34% of the Company's
revenue in fiscal 1995 and 1996, respectively. International sales were
approximately 37% of revenue in the first quarter of fiscal 1997. International
sales carry lower gross margins than domestic sales. The Company expects that
international sales will continue to account for a significant portion of its
revenue in future periods. International sales are subject to certain inherent
risks including tariffs, embargoes and other trade barriers, staffing and
operating foreign sales and service operations, managing distributors and
collecting accounts receivable. The Company
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<PAGE>
is also subject to risks associated with regulations relating to the import and
export of high technology products. The export of the Company's products to
certain countries is limited by law. The Company cannot predict whether quotas,
duties, taxes or other charges or restrictions upon the importation or
exportation of the Company's products in the future will be implemented by the
United States or any other country.
Fluctuations in currency exchange rates could cause the Company's products
to become relatively more expensive to customers in a particular country,
leading to a reduction in sales or profitability in that country. While the
Company's sales are currently denominated only in U.S. dollars, future
international activity may result in foreign currency denominated sales. Gains
and losses on the conversion to U.S. dollars of accounts receivable and accounts
payable arising from international operations may contribute to fluctuations in
the Company's results of operations.
The Company's Strategy Relies on Increased Penetration of the Asian Market.
The Company believes that its future success will depend in part upon continued
acceptance of its products by Asian semiconductor manufacturers. This market
segment is large, represents a substantial percentage of the worldwide
semiconductor manufacturing capacity, and is difficult for foreign companies to
penetrate. Asian manufacturers may develop alternative techniques, or may
enhance existing techniques such as spin-on glass and deposited glass, to
achieve acceptable yields for DRAMs and other integrated circuits involving
three or more metal layers and line widths at or below 0.5 micron. The Company
currently sells its products in Asian countries through distributors. If the
Company determines to develop a direct presence in these markets, particularly
Japan, such decision would require the allocation of substantial management and
financial resources, may adversely affect the Company's relationship with its
current distributors, and would increase a number of risks related to
international sales as described above.
The Semiconductor Industry Is Cyclical, Causing Fluctuations in the
Company's Results. The Company's business depends upon capital expenditures by
manufacturers of semiconductor devices, primarily for the opening of new or
expansion of existing fabrication facilities which, in turn, depends upon the
current and anticipated market demand for semiconductor devices and products
utilizing such devices. The semiconductor industry is highly cyclical and has
experienced significant overall growth in recent years, which has resulted in
growth in the semiconductor capital equipment industry. However, the
semiconductor industry is currently experiencing a downturn, which could have a
severe adverse effect on the industry's demand for semiconductor processing
equipment. In certain instances, industry downturns have lasted for extended
periods of time. There can be no assurance that past growth in the
semiconductor and semiconductor capital equipment industries, or the resulting
growth in the Company's business, can be sustained in the future or that the
recent downturn in the market will not continue.
The Company's planned operations assume that a significant portion of new
orders will result from demand from semiconductor manufacturers building or
expanding fabrication facilities for advanced multi-level semiconductor devices
with design requirements of 0.5 micron and below, and there can be no assurance
that such demand will exist.
Acquisitions May Adversely Affect Operating Results. The Company's growth
in annual revenues from fiscal 1994 through fiscal 1996 has resulted not only
from expansion of its core CMP business, but also from acquisitions in fiscal
1994, 1995 and 1996. The Company's expansion through acquisitions has resulted
in significantly higher operating expenses, particularly because the Company's
strategy has been to initially operate each acquired business independently,
resulting in separate marketing, customer support and administrative functions.
The companies acquired had not operated profitably before their acquisition by
IPEC. IPEC Clean's financial performance has declined in recent periods and
IPEC Precision has not yet achieved significant revenue from shipments of
production equipment.
Future Acquisitions and Dispositions May Require Significant Resources and
Adversely Affect Results. The Company's strategy is to obtain additional wafer
fabrication technologies and may involve, in part, acquisitions of products,
technologies or businesses from third parties. In addition, the Company may
make additional acquisitions to obtain additional distribution capacity in
specified geographic markets. An acquisition could absorb substantial cash
resources, require the Company to incur or assume debt obligations, or involve
the issuance of additional Common Stock which could dilute the Company's
outstanding Common Stock. An acquisition which is accounted for as a purchase,
like the acquisitions of Westech, Athens, GAARD or the Precision Materials
Operation of HDOS, could involve significant one-time non-cash writeoffs, or
could involve the amortization of goodwill over a number of years, which would
adversely affect earnings in
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<PAGE>
those years. An acquired entity may have unknown liabilities, and its business
may not achieve the results anticipated at the time of the acquisition. The
Company may dispose of or spin off portions of its businesses which the Company
determines are not complementary to its strategy. Any acquisition, disposition
or spin off would absorb significant management time and could adversely affect
the Company's business, financial condition and results of operations.
The Industry Has Not Broadly Accepted the Company's Products. The CMP
process is in an early stage of implementation and has not yet been broadly
adopted by semiconductor manufacturers for volume production. Most major
semiconductor manufacturers are beginning to introduce the CMP process only for
pilot line production of integrated circuits with three or more metal layers and
line widths at or less than 0.5 micron. Only a limited number of semiconductor
manufacturers are producing commercial quantities of integrated circuits with
these characteristics using CMP machines. To date, the Company's products have
been used primarily in the manufacture of advanced semiconductor logic and
memory devices.
IPEC Clean's revenue prior to its acquisition primarily consisted of
chemical reprocessing systems and related products which were sold to a small
number of leading semiconductor manufacturers. IPEC Clean's future results
depend largely upon broader acceptance of its chemical reprocessing systems,
upon acceptance of the Company as a provider of chemical distribution systems,
and upon successful integration of IPEC Clean's cleaners with the Company's CMP
products. Similarly, IPEC Precision's products are based on technologies which
have not been adopted by the semiconductor manufacturing industry, and there can
be no assurance that customers will accept these products, or that these
products can be sold profitably or in volume.
The Company May Need to Raise Capital on Unfavorable Terms. The Company
believes that its cash and cash equivalents are sufficient to support its
operation through calendar 1997. However, the Company's operations may require
additional capital before that time. There can be no assurance that such
additional financing will be available when needed or, if available, will be on
satisfactory terms. In order to raise capital, the Company may issue debt or
equity securities senior to the outstanding Common Stock, and may incur
substantial dilution. The Company may also consider selling assets. The
failure to obtain additional financing when needed on satisfactory terms would
also hinder the Company's ability to make continued capital investments.
The Company Would be Adversely Affected if Suppliers Could Not Deliver
Goods and Services. The Company relies on a limited number of independent
manufacturers to provide certain components in assemblies made to the Company's
specifications and use in the Company's products. In the event that the
Company's subcontractors were to experience financial, operational, production
or quality assurance difficulties that resulted in the reduction or interruption
of supply to the Company, the Company's business, financial condition and
results of operations would be materially adversely affected. In addition, the
Company purchases certain key components from qualified vendors for which
alternative qualified sources are not currently available. Any prolonged
inability to obtain adequate amounts of qualified components would have a
material adverse effect on the Company's business, financial condition and
results of operations.
The Company Depends on Proprietary Technology and Preparation is Uncertain.
The Company's success depends in significant part on the proprietary nature of
its technology. Patents issued to the Company may not provide the Company with
meaningful advantages. Patents issued to the Company may be challenged. The
two initial patents relating to the Company's single wafer planarization system
products are scheduled to expire in 1997. In 1993, the technology covered by
these patents currently forming the basis of the CMP process and used in the
Company's primary products was licensed on a royalty-free basis to a competitor
pursuant to a settlement arrangement in which the Company also incurred
settlement obligations aggregating $1.4 million, of which $150,000 remained
outstanding at September 30, 1996. The Company currently has no patents with
respect to its acid reprocessing technology outside the United States. To the
extent that a competitor of the Company is able to reproduce or otherwise
capitalize on the Company's technology prior to the issuance of a patent, it may
be difficult or impossible for the Company to obtain necessary intellectual
property protection in the United States or other countries where such
competitor conducts its operations. Moreover, the laws of foreign countries may
not protect the Company's intellectual property to the same extent as do the
laws of the United States.
The Company also relies on trade secrets and proprietary technology that it
seeks to protect, in part, through confidentiality agreements with employees and
other parties. These agreements may be breached. The Company may not
-8-
<PAGE>
have adequate remedies for any breach. The Company's trade secrets may become
known to or independently developed by others.
The Company Is Subject to Infringement Claims. In the future the Company
may receive notice of claims of infringement of other parties' proprietary
rights. If any Company equipment is found to infringe a patent, a court may
grant an injunction to prevent making, selling or using the equipment in the
applicable country. The Company may seek to obtain a license of such third
party's intellectual property rights, which may not be available under
reasonable terms or at all. Expensive and time-consuming litigation may be
necessary to enforce patents issued to the Company, to protect trade secrets or
know-how owned by the Company, to defend the Company against claimed
infringement of the rights of others and to determine the scope and validity of
proprietary rights of others.
The Company Has Significant License Agreements. The Company also has
entered into significant agreements that provide for the escrow, licensing and
royalty payment of the Company's technology to various third parties. The
Company manufactures the AvantGAARD 676 under a license from a volume
manufacturer of advanced microprocessors. The Company has escrowed technical
data sufficient to permit such manufacturer to manufacture the Company's
AvantGAARD 676, for release if the Company does not meet certain criteria
regarding product or spare part delivery schedules to the manufacturer. If the
data is released from escrow, the manufacturer could manufacture the AvantGAARD
676 or have the AvantGAARD 676 manufactured by others for its use. The escrow
terminates in October 1998.
The Company Is exposed to Product Liability and Environmental Regulations.
The nature of the Company's business exposes it to product liability claims, as
well as the risk that harmful substances will escape into the workplace and the
environment and cause damage or injuries. For example, in June 1995 and again
in July 1996, an acid reprocessor malfunctioned and caused sulfuric acid to
escape from its quartz cylinder container. In these instances no acid escaped
from the compartment containing the quartz cylinder and no damage to the
manufacturing facility resulted. The Company's products could malfunction in
the future and damage a customer's facilities. The Company and its customers
are subject to stringent federal, state and local regulations governing the
storage, use, discharge and disposal of toxic, volatile or otherwise hazardous
chemicals used in their manufacturing operations. Current or future regulations
could require the Company or its customers to make substantial expenditures for
preventive or remedial action, reduction of chemical exposure or waste treatment
or disposal. To the extent that the Company's strategy to provide integrated
on-site wet chemical management services to its customers is successful, the
Company faces increased risks with respect to environmental and occupational
health and safety liabilities.
The Company Depends on its Personnel. The Company's future success is
dependent upon its ability to attract and retain qualified management,
technical, sales and support personnel. The competition for such personnel is
intense. The loss of certain key people or the Company's inability to attract
and retain new key employees could have a material adverse effect on the
Company's business, financial condition and results of operations. During July
and October 1996, the Company effected reductions in its work force to reduce
its expenses and may do so in the future. Repeated layoffs could adversely
affect the retention of employees, and could adversely affect the Company's
ability to hire new personnel if industry conditions improve and the Company's
volume of production increases. Personnel terminations at IPEC Precision
include technical personnel, who could be difficult to replace if IPEC Precision
successfully markets its products and requires additional engineering staff to
support customers.
Certain Anti-Takeover Provisions May Discourage Changes in Control. The
Company's Certificate of Incorporation authorizes the Company's Board of
Directors to issue preferred stock in one or more series and to fix the rights,
preferences, privileges and restrictions granted to or imposed upon any wholly
unissued shares of preferred stock and to fix the number of shares constituting
any series and the designation of such series, without further vote or action by
its stockholders. The voting power held by the Company's officers and directors
may give those individuals substantial influence over any corporate action
submitted to the Company's shareholders. Pursuant to Delaware corporate law,
the approval of the outstanding Preferred Stock may be required for certain
corporate actions. Any series of Preferred Stock which the Company may issue in
the future would participate in these class voting rights and may have
additional independent rights to approve certain actions. The Company is
subject to Section 203 of the Delaware General Corporate Law. The voting power
held by officers and directors, outstanding rights to elect members of the
Company's Board of
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<PAGE>
Directors, the voting rights of outstanding Preferred Stock and Preferred Stock
which may be issued in the future and the application of Delaware General
Corporate Law Section 203 could discourage certain types of transactions
involving an actual or potential change in control of the Company, including
transactions in which the holders of Common Stock who are not officers and
directors might otherwise receive a premium for their shares over then current
prices, and may limit the ability of such stockholders to cause or approve
transactions which they may deem to be in their best interests. See "Description
of Capital Stock -- Anti-Takeover Effects."
Stock Price is Volatile. The Company's Common Stock has experienced
substantial price volatility and such volatility may occur in the future,
particularly as a result of quarter to quarter variations in the actual or
anticipated financial results of the Company or of other companies in the
semiconductor industry, or in the markets served by the Company, or
announcements by the Company or its competitors regarding new product
introductions. In addition, the stock market has experienced extreme price and
volume fluctuations that have affected the market price of many technology
companies' stocks in particular and that have often been unrelated or
disproportionate to the operating performance of these companies. These factors
may adversely affect the market price of the Common Stock.
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<PAGE>
USE OF PROCEEDS
This Prospectus relates to the Shares being offered and sold for the
account of the Selling Stockholder. The Company will receive no portion of the
proceeds from the sale of the Shares and will bear all of the expenses incident
to their registration other than underwriters' discounts, commissions or stock
transfer taxes relating to the Shares. See "Plan of Distribution."
SELLING STOCKHOLDER
The Shares are being offered for the account of the Selling Stockholder.
The Selling Stockholder acquired beneficial ownership of the Shares by
exercising warrants (the "Warrants") issued to the Selling Stockholder pursuant
to a Warrant Purchase Agreement dated October 4, 1996 between the Company and
the Selling Stockholder (the "Warrant Agreement"). Prior to the effective date
of this Prospectus, the Selling Stockholder did not own any shares of the Common
Stock, but owned currently exercisable Warrants to purchase up to 150,000 shares
of Common Stock. All Shares were issued to the Selling Stockholder upon the
exercise of the Warrants. Under the terms of the Warrant Agreement, subject to
certain conditions and limitations, the Company may issue to the Selling
Stockholder Warrants to purchase up to 100,000 shares of Common Stock in
addition to the Warrants to purchase 150,000 shares of Common Stock currently
held by the Selling Stockholder.
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<PAGE>
PLAN OF DISTRIBUTION
The Shares may be distributed from time to time by the Selling Stockholder.
The Selling Stockholder will act independently of the Company in making
decisions with respect to its sales of the Shares.
The Selling Stockholder may sell or distribute some or all of the Shares
from time to time through underwriters or dealers or brokers or other agents or
directly to one or more purchasers, in transactions (which may involve block
transactions) on Nasdaq, privately negotiated transactions or in the over-the-
counter market, or in a combination of such transactions. Such transactions may
be effected by the Selling Stockholder at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at negotiated
prices, or at fixed prices, which may be changed. Brokers, dealers, agents or
underwriters participating in such transactions as agent may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholder (and, if it acts as agent for the purchaser of such shares,
from such purchaser). Usual and customary or specifically negotiated brokerage
fees or commissions may be paid by the Selling Stockholder in connection with
such sales.
The Selling Stockholder and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholder can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between the Selling Stockholder and any underwriter, broker, dealer or other
agent relating to the sale or distribution of the shares.
The Company has filed a Registration Statement in which this Prospectus is
included for the purposes of permitting the Selling Stockholder to make resales
of the Shares. Such resale may commence at the time such Registration Statement
is declared effective by the Commission and continue for as long as such
Registration Statement remains in effect.
Notwithstanding the foregoing paragraph, if the Company provides to the
Selling Stockholder a certificate signed by the President or Chief Financial
Officer of the Company stating that, in good faith judgment of the Board of
Directors of the Company, it would be seriously detrimental to the Company and
its shareholders for the Selling Stockholder to sell the Shares under the
Registration Statement during any 60 day period (the "Blackout Period")
designated by the Company, then the Selling Stockholder must not sell any of the
Shares during the Blackout Period.
In addition, under applicable rules and regulations under the Exchange Act,
any person engaged in a distribution of any of the Shares may not simultaneously
engage in market activities with respect to the Common Stock for a period of
nine business days prior to the commencement of such distribution. Without
limiting the foregoing, the Selling Stockholder will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation Rules 10b-5, 10b-6 and 10b-7, which provisions may
limit the timing of purchases and sales of any of the Shares by the Selling
Stockholder. All of the foregoing may affect the marketability of the Common
Stock.
The Company will receive no portion of the proceeds from the sale of the
Shares and will bear all of the expenses incident to their registration other
than underwriters' discounts, commissions or stock transfer taxes relating to
the Shares.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 50,000,000 shares of
Common Stock, 3,500,000 shares of Class A Common Stock, and 2,000,000 shares of
Preferred Stock of which 21,478, 21,478 and 21,478 shares have been designated
Series B-1, B-2 and B-3 Preferred Stock, respectively.
COMMON STOCK AND CLASS A COMMON STOCK
The rights of the holders of the Common Stock and the Class A Common Stock
are essentially identical, except that: (i) the holders of the Common Stock are
entitled to one vote per share, and holders of Class A Common Stock are entitled
to four votes per share with respect to all matters on which holders of the
Company's Common Stock are entitled to vote, (ii) if stock dividends, splits,
distributions, reverse splits, combinations, reclassification of shares, or
other recapitalizations (collectively, "recapitalizations") are declared or
effected, such recapitalizations shall be effected in a like manner with respect
to the Common Stock and the Class A Common Stock except that payments in shares
of capital stock shall be paid in Common Stock with respect to Common Stock and
Class A Common Stock with respect to Class A Common Stock, and (iii) shares of
Class A Common Stock are convertible into Common Stock at the option of the
holder at any time on a share-for-share basis.
Shares of Class A Common Stock are automatically converted into shares of
Common Stock upon their transfer to any person other than the following
transferees (the "Permitted Transferees"): (a) the spouse, lineal descendants or
adopted children ("Family Members"); (b) a trust for the sole benefit of Family
Members; (c) a partnership or a corporation wholly owned by Class A Common
Stockholders and their Family Members; and (d) any other Class A Common
Stockholder. Class A Common Stock held by a partnership or a corporation may be
transferred to its partners or stockholders existing at the time a transferor
acquired its Class A Common Stock or if such Partner or stockholder is a
Permitted Transferee. There is no trading market for the Class A Common Stock.
Subject to the preferences of the Preferred Stock, holders of the Common
Stock and Class A Common Stock have equal ratable rights to dividends from funds
legally available therefor, when, as and if declared by the Board of Directors
and are entitled to share ratably, as a single class, in all of the assets of
the Company available for distribution to holders of shares of Common Stock and
Class A Common Stock upon the liquidation, dissolution or winding up of the
affairs of the Company. Holders of Common Stock do not have preemptive,
subscription or conversion rights. There are no redemption or sinking fund
provisions for the benefit of the Common Stock or Class A Common Stock in the
Company's Certificate of Incorporation.
PREFERRED STOCK
The Preferred Stock may be issued in series, and shares of each series will
have such rights and preferences as are fixed by the Board in the resolutions
authorizing the issuance of that particular series. In designating any series
of Preferred Stock, the Board may, without further action by the holders of
Common Stock, fix the number of shares constituting that series and fix the
dividend rights, dividend rate, conversion rights, voting rights (which may be
greater or lesser than the voting rights of the Common Stock), rights and terms
of redemption (including any sinking fund provisions), and the liquidation
preferences of the series of Preferred Stock.
The holders of the Series B-1, B-2 and B-3 Preferred Stock have no voting
rights except as required by law or in connection with an amendment of the
Certificate of Incorporation of the Company which may adversely effect their
preferences, rights, powers or privileges. The holders of the Series B-1, B-2
and B-3 Preferred Stock are entitled to an annual cumulative dividend of $5.59
per share, accruing from September 3, 1993, payable on each December 31 and June
30, beginning on June 30, 1994, June 30, 1995 and June 30, 1996 for the Series
B-1, B-2 and B-3 Preferred, respectively. Upon the dissolution or liquidation
of the Company, the holder of each share of Series B-1, B-2 and B-3 Preferred
Stock shall be entitled to payment of $93.12 before the holders of the Common
Stock or Class A Common Stock (or any other series of Preferred Stock which is
junior to the Series B Preferred Stock on dissolution or liquidation) receive
any payment. Each share of Series B-1 and B-2 Preferred Stock is convertible
into 12.54 and 11.41 shares of Common Stock, respectively. Each share of Series
B-3 Preferred Stock is convertible into 15 shares of
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<PAGE>
Common Stock. The conversion rate on the Series B Preferred Stock would be
adjusted in the event of a stock dividend, stock split, combination or
reclassification of the Common Stock. The Series B Preferred Stock has certain
anti-dilution rights upon certain issuances of rights or warrants and
distributions of indebtedness on the Common Stock. The Series B-1, B-2 and B-3
Preferred Stock is not subject to redemption.
ANTI-TAKEOVER EFFECTS
The existence of the Class A Common Stock may make the Company a less
attractive target for a hostile takeover bid or render more difficult or
discourage a merger proposal, an unfriendly tender offer, a proxy contest, or
the removal of incumbent management, even if such transactions were favored by
the stockholders of the Company other than the Class A Common Stockholders.
Thus, the stockholders may be deprived of an opportunity to sell their shares at
a premium over prevailing market prices in the event of a hostile takeover bid.
Those seeking to acquire the Company through a business combination may be
compelled to consult first with the Class A Common Stockholders in order to
negotiate the terms of such business combination. Any such proposed business
combination will have to be approved by the Board of Directors, which may be
under the control of the Class A Common Stockholders, and if stockholder
approval were required, the approval of the Class A Common Stockholders may be
necessary before any such business combination could be consummated.
The Board of Directors has the authority without stockholder approval to
issue an additional 1.6 million shares of Preferred Stock in one or more series
and to fix the rights, preferences, privileges and restrictions thereof,
including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms and the number of shares
constituting any series or the designation of such series. The issuance of
Preferred Stock could adversely affect the voting power of holders of Common
Stock or the likelihood that such holders will receive a dividend payment or
payments upon liquidation and could have the effect of delaying, deterring or
preventing a change in control of the Company or the removal of management. The
Company has no present plan to issue any shares of Preferred Stock.
The Company is subject to the provisions of Section 203 of the Delaware
General Corporate Law; an anti-takeover law. In general, the statute prohibits
a publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date that
the person became an interested stockholder unless (with certain exceptions) the
business combination or the transaction in which the person became an interested
stockholder is approved in a prescribed manner. Generally, a "business
combination" includes a merger, asset or stock sale, or other transaction
resulting in a financial benefit to the stockholder. Generally, an "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within a three year period, did own) 15% or more of a corporation's outstanding
voting stock. This provision may have the effect of delaying, deterring or
preventing a change in control of the Company without further action by the
stockholders.
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<PAGE>
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Wilson Sonsini Goodrich & Rosati, P.C.,
650 Page Mill Road, Palo Alto, California 94304-1050.
EXPERTS
The consolidated financial statements of Integrated Process Equipment Corp.
and subsidiaries as of June 30, 1996 and for the year then ended have been
incorporated by reference herein and in the Registration Statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of Integrated Process Equipment Corp.
and subsidiaries as of June 30, 1995 and for the two year period then ended have
been incorporated by reference herein and in the Registration Statement in
reliance upon the report of Richard A. Eisner & Company, LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
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<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:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee....... $ 472.00
Nasdaq Additional Listing Fee............................. 3,000.00
Accounting fees and expenses.............................. 6,000.00
Legal fees and expenses................................... 15,000.00
Miscellaneous............................................. 5,000.00
----------
Total.............................................. $29,472.00
==========
</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:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------ -------------
<C> <S>
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) (the "1993 Form 10-KSB").
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) (the "SB-2 Registration
Statement").
4.3 By-Laws, as amended. Incorporated by reference to Exhibit 3.3
to SB-2 Amendment No. 1.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- ------ -------------
<C> <S>
4.4 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.
4.5 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.
4.6 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. Incorporated by
Reference to Exhibit 5.1 to the Registration Statement on
Form S-3 (No. 333-16287) filed on November 18, 1996.
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 Powers of Attorney. Incorporated by Reference
to Exhibit 24.1 to the Registration Statement on
Form S-3 (No. 333-16287) filed on November 18,
1996.
</TABLE>
- -----------------------
* Filed herewith
II-2
<PAGE>
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 the Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (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 in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective Registration
Statement, as amended; 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 (1)(i) and (1)(ii) above do not apply if the
-----------------
information required to be included in a post-effective amendment thereby is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, 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.
(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.
(4) 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.
(5) 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment No.1 to the Registration
Statement 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: January 16, 1997
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to 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
<S> <C> <C>
/s/ SANJEEVE R. CHITRE* Chairman of the Board and January 16, 1997
- ----------------------------- Chief Executive Officer
Sanjeev R. Chitre (Principal Executive Officer)
/s/ JOHN S. HODGSON Vice President, Chief January 16, 1997
- ----------------------------- Financial Officer, Treasurer
John S. Hodgson and Secretary (Principal
Financial and Accounting
Officer)
/s/ HAROLD C. BALDAUF* Director January 16, 1997
- -----------------------------
Harold C. Baldauf
Director January __, 1997
- -----------------------------
Roger D. Emerick
Director January __, 1997
- -----------------------------
William J. Freschi
/s/ KENNETH LEVY* Director January 16, 1997
- -----------------------------
Kenneth Levy
/s/ ROGER D. McDANIEL* Director January 16, 1997
- -----------------------------
Roger D. McDaniel
*By: /s/ JOHN S. HODGSON
------------------------
John S. Hodgson
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- -------- -------------
<C> <S>
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)
(the "1993 Form 10-KSB").
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) (the "SB-2 Registration Statement").
4.3 By-Laws, as amended. Incorporated by reference to Exhibit 3.3 to
SB-2 Amendment No. 1.
4.4 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.
4.5 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.
4.6 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. Incorporated by
reference to Exhibit 5.1 to the Registration Statement on Form
S-3 (333-16287) filed on November 18, 1996.
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 Powers of Attorney. Incorporated by Reference to Exhibit 24.1 to
the Registration Statement on Form S-3 (No. 333-16287) filed on
November 18, 1996.
</TABLE>
- -----------------
* Filed herewith
<PAGE>
EXHIBIT 23.1
<PAGE>
Exhibit 23.1
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
The Board of Directors
Integrated Process Equipment Corp.
We consent to incorporation by reference in the registration statement, as
amended by Amendment No. 1, on Form S-3 of Integrated Process Equipment Corp.
of our report dated August 2, 1996, relating to the consolidated balance sheet
of Integrated Process Equipment Corp. and subsidiaries as of June 30, 1996,
and the related consolidated statements of operations, stockholders' equity,
and cash flows for the year then ended, which report appears in the June 30,
1996 Annual Report on Form 10-K/A-1, of Integrated Process Equipment Corp. and
to the reference to our firm under the heading "Experts" in the registration
statement.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Phoenix, Arizona
January 16, 1997
<PAGE>
EXHIBIT 23.2
<PAGE>
Exhibit 23.2
CONSENT OF RICHARD EISNER & COMPANY, LLP
We consent to the reference to our firm under the caption "Experts" in the
Amendment No. 1 to the Registration Statement (Form S-3) and related Prospectus
of Integrated Process Equipment Corp. for the registration of 150,000 shares of
its common stock and to the incorporation by reference therein of our report
dated August 18, 1995, with respect to the consolidated financial statements of
Integrated Process Equipment Corp. as at June 30, 1995 and for each of the years
in the two-year period then ended incorporated by reference in its Annual Report
on Form 10-K, as amended, for the year ended June 30, 1996 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
/s/ Richard A. Eisner & Company, LLP
------------------------------------
Richard A. Eisner & Company, LLP
New York, New York
January 14, 1997
