<PAGE>
As filed with the Securities and Exchange Commission on May 19, 1997
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
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 OF (I.R.S. EMPLOYER
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 AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(1) PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock............................ 100,000 shares $17.19 $1,719,000 $520.91
===================================================================================================================================
</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 May 12, 1997.
---------------------------
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>
********************************************************************************
*Information contained herein is subject to completion or amendment. A *
*registration statement relating to these securities has been filed with the *
*Securities and Exchange Commission. These securities may not be sold nor may *
*offers to buy be accepted prior to the time the registration statement *
*becomes effective. This prospectus shall not constitute an offer to sell or *
*the solicitation of an offer to buy nor shall there be any sale of these *
*securities in any State in which such offer, solicitation or sale would be *
*unlawful prior to registration or qualification under the securities laws of *
*any such State. *
********************************************************************************
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
100,000 SHARES
INTEGRATED PROCESS EQUIPMENT CORP.
COMMON STOCK
---------------------------
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 May 12, 1997, the closing price of the Common Stock on Nasdaq was
$16.50.
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 MAY , 1997.
-------------------------------------------
<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.
-2-
<PAGE>
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) The Company's Quarterly Report on Form 10-Q filed with the
Commission for the quarter ended December 31, 1996, as amended
by Form 10-Q/A-1 filed with the Commission on March 21, 1997.
(d) The Company's Quarterly Report on Form 10-Q filed with the
Commission for the quarter ended March 31, 1997.
(e) The Company's Current Report on Form 8-K filed on December 30,
1996.
(f) The Company's Current Report on Form 8-K filed on March 6, 1997.
(g) 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.
-3-
<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 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 necessity of CMP; size of the CMP
market; size of the wafer fabrication equipment market; disposition of IPEC
Clean; income and revenue; operating margins; expenses; dividend and tax
rates; delivery of products; acceleration of orders; issuance of warrants;
dependence on major customers; industry and customer acceptance of products;
product introduction and development; competition; international sales;
strategy; demand from semiconductor manufacturers; future acquisitions,
dispositions or joint development efforts; marketing of product bays;
litigation; future revenue which may be implied by reported backlog; and debt
or equity financing. Forward-looking statements not specifically set forth
above may also be found in the documents incorporated by reference into this
Prospectus and identified as forward-looking statements. 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, before purchasing the Shares, prospective investors should carefully
consider the risk factors described as Factors Affecting Operating Results in
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997.
-4-
<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 250,000 shares of Common Stock. All Shares were issued to the Selling
Stockholder upon the exercise of the Warrants.
-5-
<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.
-6-
<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 each of the two years in 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, given upon the authority
of said firm as experts in accounting and auditing.
-7-
<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:
Securities and Exchange Commission registration fee........ $ 520.91
Nasdaq Additional Listing Fee.............................. 2,000.00
Accounting fees and expenses............................... 6,000.00
Legal fees and expenses.................................... 5,000.00
Miscellaneous.............................................. 5,000.00
----------
Total............................................... $18,520.91
==========
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:
EXHIBIT
NUMBER EXHIBIT TITLE
------- ---------------
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.
II-1
<PAGE>
EXHIBIT
NUMBER EXHIBIT TITLE
------- ---------------
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.
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. (See Page II-4)
- -----------------------
* 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this 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: May 14, 1997
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sanjeev R. Chitre and John S. Hodgson,
jointly and severally his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any 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,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may 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 on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ SANJEEV R. CHITRE Chairman of the Board and Chief May 14, 1997
- --------------------------------------------- Executive Officer (Principal
Sanjeev R. Chitre Executive Officer)
/s/ JOHN S. HODGSON Vice President, Chief Financial May 14, 1997
- --------------------------------------------- Officer, Treasurer and Secretary
John S. Hodgson (Principal Financial and Accounting
Officer)
/s/ HAROLD C. BALDAUF Director May 14, 1997
- ---------------------------------------------
Harold C. Baldauf
/s/ WILLIAM J. FRESCHI Director May 14, 1997
- ---------------------------------------------
William J. Freschi
- --------------------------------------------- Director May __, 1997
Kenneth Levy
/s/ ROGER D. McDANIEL Director May 14, 1997
- ---------------------------------------------
Roger D. McDaniel
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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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.
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. (See Page II-4)
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* Filed herewith
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EXHIBIT 5.1
May 19, 1997
Integrated Process Equipment Corp.
911 Bern Court
San Jose, California 95122
RE: REGISTRATION STATEMENT ON FORM S-3
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Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about May 19, 1997 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of up to 100,000 shares of your Common Stock
(the "Shares"). The Shares are to be sold by the Selling Stockholder as
described in the Registration Statement.
As your counsel, we have examined the proceedings taken by you in
connection with the issuance of the Shares. It is our opinion that upon valid
exercise of the warrants of the Company held by or issuable to the Selling
Stockholder as described in the Registration Statement, and receipt by the
Company of the full consideration to be paid upon exercise, the Shares will be
legally issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, the Prospectus constituting a part thereof and any amendments thereto
which have been approved by us.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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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 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, 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
Phoenix, Arizona
May 14, 1997
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EXHIBIT 23.2
CONSENT OF RICHARD EISNER & COMPANY, LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Integrated Process
Equipment Corp. for the registration of 100,000 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
May 13, 1997
