<PAGE>
As filed with the Securities and Exchange Commission on February 27, 1997
Registration No. 33-44746
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST-EFFECTIVE 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 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., & YOICHIRO TAKU, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
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. [_]
--------------
This Prospectus relates to Registration Statement No. 33-44746 and
Registration Statement No. 33-70962.
<PAGE>
- -------------------------------------------------------------------------------
PROSPECTUS
- -------------------------------------------------------------------------------
22,960 UNDERWRITER'S IPO UNITS: EACH UNDERWRITER'S IPO UNIT CONSISTING
SHARE OF COMMON STOCK, ONE CLASS A
WARRANT AND ONE CLASS B WARRANT
1,800 UNDERWRITER'S 1994 UNITS: EACH UNDERWRITER'S 1994 UNIT CONSISTING
OF 130 SHARES OF COMMON STOCK AND 78
CLASS B WARRANTS
INTEGRATED PROCESS EQUIPMENT CORP.
---------------
Each Underwriter's IPO Unit (an "IPO Unit") offered hereby consists of one share
of Common Stock (the "Common Stock), one Class A Warrant ("Class A Warrant") and
one Class B Warrant ("Class B Warrant"). Each Class A Warrant entitles the
holder to purchase, at an exercise price of $8.90 (subject to adjustment), one
share of Common Stock and one Class B Warrant of Integrated Process Equipment
Corp. (the "Company" or "IPEC") until August 13, 1997. Each Class B Warrant
entitles the holder to purchase, at an exercise price of $13.45 (subject to
adjustment), one share of Common Stock until August 13, 1999. Each
Underwriter's 1994 Unit (a "1994 Unit") offered hereby consists of 130 shares of
Common Stock and 78 Class B Warrants.
Each of the Class A Warrants and the Class B Warrants included in the IPO Units
are immediately exercisable and transferable separately from the Common Stock.
The Class B Warrants included in the 1994 Units are immediately exercisable and
transferable separately from the Common Stock. The IPO Units and the 1994
Units are issuable upon exercise of the Unit Purchase Options issued by the
Company on August 20, 1992 ("IPO UPOs") and on February 20, 1994 ("1994 UPO"s,
and together with the IPO UPOs, the "UPO"s), respectively, and held by the
selling stockholders named herein (the "Selling Stockholders").
The IPO Units, 1994 Units, Common Stock, Class A Warrants and Class B Warrants
included in the IPO Units and the 1994 Units, and the Common Stock issuable
upon the exercise of the Class A Warrants and the Class B Warrants
(collectively, the "Securities") may be sold or distributed from time to time by
the Selling Stockholders named herein through underwriters or dealers or brokers
or other agents or directly to one or more purchasers, in transactions (which
may involve block transactions) 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 Securities other than proceeds, if any, from the
exercise of the Class A Warrants and the Class B Warrants. See "Use of
Proceeds" and "Plan of Distribution". The Company will bear all of the expenses
incident to their registration. The Selling Stockholders 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 any Selling
Stockholder can presently estimate the amount of such compensation. The Company
knows of no existing arrangements between any Selling Stockholder and any
underwriter, broker, dealer or other agent relating to the sale or distribution
of the Securities. See "Selling Stockholders" and "Plan of Distribution."
The Common Stock of the Company are quoted on The Nasdaq National Market
("Nasdaq") under the symbol "IPEC." The IPO Units, 1994 Units, the Class A
Warrants and the Class B Warrants are not listed or quoted on Nasdaq. On
February__ , 1997, the closing price of the Common Stock on Nasdaq was $_______.
---------------
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH
UNDER "RISK FACTORS" ON PAGE 5 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.
<TABLE>
<CAPTION>
EXERCISE PRICE
(SUBJECT TO ADJUSTMENT) SOLICITATION FEE (2) PROCEEDS TO COMPANY (2)
---------------------- --------------------- -----------------------
<S> <C> <C> <C>
Class A Warrant (1)... $ 8.90 $ 8,173.76 $ 196,170.24
Class B Warrant (1)... $13.45 $100,240.16 $2,405,763.84
----------- -------------
Total (3)........... $108,413.92 $2,601,934.08
THE DATE OF THIS PROSPECTUS IS FEBRUARY __, 1997. (footnotes on next page)
</TABLE>
<PAGE>
(1) Exercise Prices for the Class A Warrants and the Class B Warrants are to
be paid in cash.
(2) Represents fee payable to D.H. Blair Investment Banking Corp. ("Blair")
pursuant to the Warrant Agreements among the Company, American Stock
Transfer & Trust Co. and Blair under which the Company agreed to pay
Blair a fee of 4% of the exercise price of each Class A Warrant and Class
B Warrant exercised under certain conditions. See " Plan of
Distribution."
(3) Assumes the exercise of all outstanding Class A and Class B Warrants.
-2-
<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
STOCKHOLDERS. 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 Securities.
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 Securities, 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.
-3-
<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 filed with the Commission on
February 14, 1997.
(d) 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.
-4-
<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. During the second quarter of fiscal 1997, the Company
announced its strategic decision to focus its resources on the manufacturing of
CMP and CMP related equipment. As a result, the Company has adopted a plan for
the disposition of IPEC Clean by the end of calendar 1997. 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 Securities involves a high degree of risk. In
addition to the other information contained and incorporated by reference in
this Prospectus, before purchasing the Securities, 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
December 31, 1996, filed with the Commission on February 14, 1997.
USE OF PROCEEDS
This Prospectus relates to the Securities being offered and sold for the
account of the Selling Stockholders. The Company will receive no portion of the
proceeds from the sale of the Securities other than the proceeds, if any, from
the exercise of the Class A Warrants and the Class B Warrants.
Holders of Class A Warrants and Class B Warrants are not obligated to
exercise their warrants. Therefore there can be no assurance the Company will
receive any proceeds in connection with the Class A Warrants or the Class B
Warrants. In the event that all of the outstanding Class A Warrants and Class B
Warrants are exercised, the net proceeds to the Company would be approximately
$2,601,934 after deducting the 4% fee payable to Blair. See "Plan of
Distribution." The Company expects that any proceeds received upon exercise of
the Class A Warrants and the Class B Warrants will be used for working capital
purposes.
-5-
<PAGE>
SELLING STOCKHOLDERS
The Securities are being offered for the account of the Selling
Stockholders. The Selling Stockholders acquired beneficial ownership of the IPO
UPOs and the 1994 UPOs issued to Blair by the Company pursuant to the
Underwriting Agreements dated August 1992 and January 26, 1994, respectively,
between the Company, Blair and certain individuals. Some of the UPOs were later
transferred by Blair to the other Selling Stockholders. Because the Selling
Stockholders may exercise all or a portion of their UPOs, the Class A Warrants
and the Class B Warrants and may sell all or a portion of each of the Securities
at any time from the date hereof, no estimate can be made of the number of each
of the Securities that each Selling Stockholder may own prior to the effective
date of this Prospectus or may retain upon completion of the offering. To the
Company's knowledge, none of the Selling Stockholders has had any material
relationship with the Company within the past three years of this offering.
The following table sets forth the name of each Selling Stockholder, the
maximum number of each class of the Securities beneficially owned by or
issuable to each Selling Stockholder prior to the offering as of February 6,
1997, and the maximum number of each class of the Securities which may be
offered for their account under this Prospectus.
<TABLE>
<CAPTION>
SELLING
STOCKHOLDER SECURITIES BENEFICIALLY OWNED OR ISSUABLE BEFORE THE OFFERING
- ---------------------------- -----------------------------------------------------------------------------------------------
Shares of Common Stock
((i) Included in IPO Class B Warrants
IPO Units 1994 Units Units and 1994 (Included in the
Issuable Issuable Units, (ii) Issuable Upon Class A UPOs and Issuable
Upon Upon Exercise of Class A and Warrants Upon Exercise of
Exercise of Exercise of Class B Warrants and (Included in the Class A
IPO UPOs 1994 UPOs (iii) Others) the IPO UPOs) Warrants)
----------- ----------- ------------------------- ------------ -----------------
<S> <C> <C> <C> <C> <C>
Wood, Kenton................. ------ 36 7,488 ------ 2,808
Bell, Martin................. ------ 100 20,800 ------ 7,800
Nachamie, David.............. ------ 9 1,872 ------ 702
Siciliano, Michael........... ------ 9 1,872 ------ 702
Monte, Steve................. ------ 3.6 748 ------ 280
Brown, Alison................ ------ 5.4 1,123 ------ 421
Maio, Richard................ ------ 18 3,744 ------ 1,404
Davis, J. Morton............. 17,220 107.2 91,177 17,220 42,801
Stahler, Alan................ ------ 428.8 89,190 ------ 33,446
Renov, Kalman................ ------ 428.8 89,190 ------ 33,446
D.H. Blair Investment
Banking Corp.............. 5,740 107.2 45,257 5,740 19,841
D.H. Blair & Co., Inc........ ------ 180 37,440 ------ 14,040
Lerner, David................ ------ 151.7 31,553 ------ 11,832
Palagonia, Alfred............ ------ 151.7 31,553 ------ 11,832
Wasserman, Brian............. ------ 3.6 748 ------ 280
Dominic Cavagnulo............ ------ 20.0 4,160 ------ 1,560
Evan Novak................... ------ 20.0 4,160 ------ 1,560
Darren Orlando............... ------ 20.0 4,160 ------ 1,560
====== ===== ======= ====== =======
TOTAL 22,960 1,800 466,240* 22,960 182,315
</TABLE>
<TABLE>
<CAPTION>
SELLING
STOCKHOLDER SECURITIES WHICH MAY BE OFFERED FOR SELLING STOCKHOLDERS
- ---------------------------- -----------------------------------------------------------------------------------------------
Shares of Common Stock
((i) Included in IPO Class B Warrants
IPO Units 1994 Units Units and 1994 (Included in the
Issuable Issuable Units and Issuable Upon Class A UPOs and Issuable
Upon Upon Exercise of Class A Warrants Upon Exercise of
Exercise of Exercise of Warrants and (Included in the Class A
IPO UPOs 1994 UPOs Class B Warrants the IPO UPOs) Warrants)
----------- ----------- ------------------------- ------------ -----------------
<S> <C> <C> <C> <C> <C>
Wood, Kenton................. ------ 36 7,488 ------ 2,808
Bell, Martin................. ------ 100 20,800 ------ 7,800
Nachamie, David.............. ------ 9 1,872 ------ 702
Siciliano, Michael........... ------ 9 1,872 ------ 702
Monte, Steve................. ------ 3.6 748 ------ 280
Brown, Alison................ ------ 5.4 1,123 ------ 421
Maio, Richard................ ------ 18 3,744 ------ 1,404
Davis, J. Morton............. 17,220 107.2 91,177 17,220 42,801
Stahler, Alan................ ------ 428.8 89,190 ------ 33,446
Renov, Kalman................ ------ 428.8 89,190 ------ 33,446
D.H. Blair Investment
Banking Corp.............. 5,740 107.2 45,257 5,740 19,841
D.H. Blair & Co., Inc........ ------ 180 37,440 ------ 14,040
Lerner, David................ ------ 151.7 31,553 ------ 11,832
Palagonia, Alfred............ ------ 151.7 31,553 ------ 11,832
Wasserman, Brian............. ------ 3.6 748 ------ 280
Dominic Cavagnulo............ ------ 20.0 4,160 ------ 1,560
Evan Novak................... ------ 20.0 4,160 ------ 1,560
Darren Orlando............... ------ 20.0 4,160 ------ 1,560
====== ===== ======= ====== =======
TOTAL 22,960 1,800 466,240* 22,960 182,315
</TABLE>
*Discrepancy due to rounding.
-6-
<PAGE>
PLAN OF DISTRIBUTION
The Securities may be distributed from time to time by the Selling
Stockholders. The Selling Stockholders will act independently of the Company in
making decisions with respect to its sales of the Securities.
The Selling Stockholders may sell or distribute some or all of the
Securities 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) 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 Stockholders (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 Stockholders in connection with such sales.
The Selling Stockholders 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 any Selling Stockholder can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between any Selling Stockholder and any underwriter, broker, dealer or other
agent relating to the sale or distribution of the Securities.
The Company has filed a Registration Statement in which this Prospectus is
included for the purposes of permitting the Selling Stockholders to make resales
of the Securities. 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.
In addition, under applicable rules and regulations under the Exchange Act,
any person engaged in a distribution of any of the Securities may not
simultaneously engage in market activities with respect to the Securities for a
period of nine business days prior to the commencement of such distribution.
Without limiting the foregoing, the Selling Stockholders 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 Securities
by the Selling Stockholders. All of the foregoing may affect the marketability
of the Securities.
The Company has agreed, in connection with the exercise of Class A and
Class B Warrants (the "Warrants"), to pay Blair a fee of 4% of the warrant
exercise price, a portion of which may be reallowed to any dealer who is a
member of the NASD who solicited the exercise (which may also be Blair) for each
Warrant exercised, provided, however, that Blair will not be entitled to receive
such compensation in any warrant exercise transaction in which (i) the market
price of the Common Stock of the Company at the time of exercise is not greater
than the exercise price of the Warrant; (ii) the Warrants are held in any
discretionary account; (iii) disclosure of compensation arrangements is not
made, in addition to the disclosure provided in this Prospectus, in documents
provided to holders of the Warrants at the time of exercise; (iv) the exercise
of the Warrants is unsolicited; or (v) the solicitation of exercise of the
Warrants was in violation of Rule 10b-6 promulgated under the Exchange Act. The
Company has agreed not to solicit Warrant exercises other than through Blair.
The Company will bear all of the expenses incident to the registration of
the Securities.
-7-
<PAGE>
DESCRIPTION OF SECURITIES
IPO UNITS
Each IPO Unit consists of one share of Common Stock, one Class A Warrant
and one Class B Warrant. Each Class A Warrant and Class B Warrant is
immediately exercisable and transferable separately from the other Securities.
As of February 6, 1997, 22,960 IPO Units were outstanding.
1994 UNITS
Each 1994 Unit consists of 130 shares of Common Stock and 78 Class B
Warrants. Each Class B Warrant is immediately exercisable and transferable
separately from the Common Stock. As of February 6, 1997, 1,800 1994 Units were
outstanding.
CLASS A WARRANTS
The holders of each Class A Warrant is entitled to purchase one share of
Common Stock and one Class B Warrant at an exercise price of $8.90 (subject to
adjustment). The Class A Warrants are exercisable at any time until August 13,
1997. Except for the Class A Warrants included in the Option Units issuable
upon exercise of the UPOs, all the Class A Warrants were subject to redemption
by the Company and were redeemed on September 19, 1994. As of February 6, 1997,
no Class A Warrants were outstanding.
CLASS B WARRANTS
The holders of each Class B Warrant is entitled to purchase one share of
Common Stock at an exercise price of $13.45 (subject to adjustment). The Class
B Warrants are exercisable at any time until August 13, 1999. Except for the
Class B Warrants included in the Option Units issuable upon exercise of the
UPOs, all the Class B Warrants were subject to redemption by the Company and
were redeemed on June 12, 1995. As of February 6, 1997, no Class B Warrants
were outstanding.
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
Stockholders. 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.
-8-
<PAGE>
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.
-9-
<PAGE>
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.
-10-
<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 $ 0.00*
Nasdaq Additional Listing Fee......................... 9,316.80
Accounting fees and expenses.......................... 3,000.00
Legal fees and expenses............................... 8,000.00
Miscellaneous......................................... 3,000.00
----------
Total.......................................... $23,316.80
* Previously paid.
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
- --------- ------------------------------------------------------------------
<S> <C>
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.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
- --------- -----------------------------------------------------------------
<S> <C>
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.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of Richard A. Eisner & Company, LLP.
24.1* Powers of Attorney (see page II-4).
</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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement (No. 33-44746) 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: February 27, 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
Post-Effective Amendment No. 1 to Registration Statement (No. 33-44746), 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 Post-
Effective Amendment No. 1 to Registration Statement (No. 33-44746) 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 February 27, 1997
- ------------------------- Executive Officer (Principal
Sanjeev R. Chitre Executive Officer)
/s/ John S. Hodgson Vice President, Chief Financial February 27, 1997
- ------------------------- Officer, Treasurer and Secretary
John S. Hodgson (Principal Financial and Accounting
Officer)
/s/ Harold C. Baldauf Director February 27, 1997
- -------------------------
Harold C. Baldauf
Director February 27, 1997
- -------------------------
Roger D. Emerick
/s/ William J. Freschi Director February 27, 1997
- -------------------------
William J. Freschi
Director February 27, 1997
- -------------------------
Kenneth Levy
/s/ Roger D. McDaniel Director February 27, 1997
- -------------------------
Roger D. McDaniel
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
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.
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.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of Richard A. Eisner & Company, LLP.
24.1* Powers of Attorney (see page II-4).
- -------------
* Filed herewith
<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 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, 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
Phoenix, Arizona
February 24, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the Post-
Effective Amendment No. 1 to Registration Statement No. 33-44746 (Form S-3) and
related Prospectus of Integrated Process Equipment Corp. for the registration of
22,960 Option Units, 22,960 shares of Common Stock, 22,960 Class A Warrants and
23,960 Class B Warrants included in the Option Units, 22,960 Class B Warrants
issuable upon exercise of the Class A Warrants and 68,880 shares of Common Stock
issuable upon exercise of the Class A Warrants and Class B Warrants 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 which report appears in the June 30, 1996 Annual Report on Form 10-K/A-1
of Integrated Process Equipment Corp. and the related financial statement
schedule included therein.
/s/ Richard A. Eisner & Company, LLP
New York, New York
February 24, 1997
