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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1998
REGISTRATION NO. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTEGRATED PROCESS EQUIPMENT CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0296222
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
911 BERN COURT, SAN JOSE, CALIFORNIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)
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1992 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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SANJEEV R. CHITRE
CHAIRMAN OF THE BOARD OF DIRECTORS
INTEGRATED PROCESS EQUIPMENT CORP.
911 BERN COURT
SAN JOSE, CALIFORNIA 95112
(408) 436-2170
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
NEIL J. WOLFF, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) PRICE PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
COMMON STOCK ($0.01 PAR VALUE 850,000 (1) $10.40625 (2) $8,845,313 $2,610
PER SHARE)
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</TABLE>
(1) THE SHARES COVERED BY THIS REGISTRATION STATEMENT REPRESENT SHARES OF
COMMON STOCK WHICH HAVE BECOME AVAILABLE FOR ISSUANCE UNDER THE
REGISTRANT'S 1992 STOCK OPTION PLAN AS A RESULT OF AN AMENDMENT APPROVED BY
THE STOCKHOLDERS AT THE REGISTRANT'S ANNUAL MEETING HELD ON NOVEMBER 20,
1997 INCREASING THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE THEREUNDER
FROM 4,050,000 TO 4,900,000 SHARES.
(2) CALCULATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE ON
THE BASIS OF THE AVERAGE OF THE HIGH AND LOW PRICES OF THE REGISTRANT'S
COMMON STOCK AS REPORTED BY THE NASDAQ NATIONAL MARKET SYSTEM ON JULY 15,
1998 IN ACCORDANCE WITH RULE 457(h).
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STATEMENT UNDER GENERAL INSTRUCTION E REGISTRATION OF ADDITIONAL SECURITIES
Unless as noted herein, the contents of the Registrant's Form S-8
Registration Statement (File No. 33-79178), Form S-8 Registration Statement
(File No. 33-93660) and Form S-8 Registration Statement (File No. 333-1808) are
hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Richard A. Eisner & Company, LLP
23.3 Consent of Counsel (Contained in Exhibit 5.1 above).
24.1 Power of Attorney (Included on page 4 of this Registration
Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on this 16th day of July
1998.
INTEGRATED PROCESS EQUIPMENT CORP.
By: /s/ JOHN S. HODGSON
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John S. Hodgson
Vice President, Treasurer and Chief Financial
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Roger D. McDaniel 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 on Form S-8 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
attorney-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
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<S> <C> <C>
/s/ ROGER D. MCDANIEL Chief Executive Officer, President and Director July 16, 1998
- ---------------------------------------- (Principal Executive Officer)
Roger D. McDaniel
/s/ SANJEEV R. CHITRE Chairman of the Board of Directors July 16, 1998
- ----------------------------------------
Sanjeev R. Chitre
/s/ JOHN S. HODGSON Vice President, Chief Financial Officer July 16, 1998
- ---------------------------------------- (Principal Financial and Accounting Officer),
John S. Hodgson Treasurer and Secretary
/s/ HAROLD C. BALDAUF Director July 16, 1998
- ----------------------------------------
Harold C. Baldauf
/s/ WILLIAM J. FRESCHI Director July 16, 1998
- ----------------------------------------
William J. Freschi
/s/ KENNETH LEVY Director July 16, 1998
- ----------------------------------------
Kenneth Levy
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF DOCUMENT
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Richard A. Eisner & Company, LLP.
23.3 Consent of Counsel (Contained in Exhibit 5.1 above).
24.1 Power of Attorney (Included on page 4 of this Registration
Statement).
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EXHIBIT 5.1
July 16, 1998
Integrated Process Equipment Corp.
911 Bern Court
San Jose, California 95112
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Integrated Process Equipment Corp., a
Delaware corporation (the "Registrant" or "you"), with the Securities and
Exchange Commission on or about July 16, 1998, in connection with the
registration under the Securities Act of 1933, as amended, of 850,000 shares of
your Common Stock, $.01 par value (the "Shares"), reserved for issuance pursuant
to the 1992 Stock Option Plan, as amended (the "Plan"). As your legal counsel in
connection with this transaction, we have reviewed the proceedings taken by you
in connection with the issuance and sale of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in
the Plan and pursuant to the agreements which accompany each grant under the
Plan, the Shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Integrated Equipment Corporation
We consent to incorporation by reference in the Registration Statement on Form
S-8 pertaining to the 1992 Stock Option Plan, as amended, of Integrated Process
Equipment Corp. of our report dated August 1, 1997, relating to the consolidated
balance sheets of Integrated Process Equipment Corp. and subsidiaries as of June
30, 1997 and 1996, and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for the years then ended, which
report appears in the June 30, 1997 Annual Report on Form 10-K of Integrated
Process Equipment Corp.
KPMG PEAT MARWICK LLP
/s/ KPMG Peat Marwick LLP
Phoenix, Arizona
July 13, 1998
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EXHIBIT 23.2
CONSENT OF RICHARD A. EISNER & COMPANY, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Integrated Process Equipment Corp. (the "Company") of our report
dated August 18, 1995, on our audits of the consolidated statements of
operations, changes in stockholders' equity and cash flows of the Company for
the year ended June 30, 1995, which report is included in the Company's 1997
Annual Report on Form 10-K.
/s/ Richard A. Eisner & Company, LLP
New York, New York
July 14, 1998
