<PAGE> 1
As filed with the Securities and Exchange Commission on July 17, 1998
Registration No. 333-59187
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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SANJEEV R. CHITRE
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
INTEGRATED PROCESS EQUIPMENT CORP.
911 BERN COURT
SAN JOSE, CALIFORNIA 95122
(408) 436-2170
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------
Copies to:
FRANCIS S. CURRIE, ESQ.
NEIL J. WOLFF, ESQ.
YOICHIRO TAKU, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box./ /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /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. / /
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock................................... 1,456,000 shares(2) $10.40625 $15,151,500 $4,470
===================================================================================================================================
</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 July 15, 1998.
(2) Includes up to 456,000 shares issuable upon the exercise of an
outstanding warrant to purchase Common Stock.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT 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> 2
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PROSPECTUS
- --------------------------------------------------------------------------------
1,456,000 SHARES
INTEGRATED PROCESS EQUIPMENT CORP.
COMMON STOCK
----------
All of the shares of common stock offered hereby (the "Shares") are being sold
by Fletcher International Limited (the "Selling Stockholder" or "Fletcher"). No
underwriting discounts, commissions or expenses are payable or applicable in
connection with the sale of such 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. 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. On July 15, 1998,
the closing price of the Common Stock on Nasdaq was $10 13/16.
The Selling Stockholder acquired beneficial ownership of the Shares upon
conversion of Series C Preferred Stock issued pursuant to a Subscription
Agreement dated December 12, 1996 between the Company and the Selling
Stockholder (the "Agreement") and by exercising warrants (the "Warrants") issued
to the Selling Stockholder. See "Selling Stockholder" and "Plan of
Distribution."
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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.
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THE DATE OF THIS PROSPECTUS IS JULY 17, 1998.
-2-
<PAGE> 3
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 in all respects by such reference. Copies of the
Registration Statement may be inspected, without charge, at the offices of the
Commission, or obtained at prescribed rates from the Public Reference Section of
the Commission at the address set forth below.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed by
the Company can be inspected and copied at the public reference facilities of
the Commission located at Room 1024, Judiciary Plaza, 450 Fifth Street. N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at Seven World
Trade Center, 13th Floor, New York, New York 10048; and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The SEC also maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
Company's Common Stock is quoted for trading on The Nasdaq National Market and
reports, proxy statements and other information concerning the Company may be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington D.C. 20006.
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<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated
herein by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K filed with the
Commission for the fiscal year ended June 30, 1997.
(b) The Company's Quarterly Report on Form 10-Q filed with the
Commission for the quarter ended September 30, 1997.
(c) The Company's Quarterly Report on Form 10-Q filed with the
Commission for the quarter ended December 31, 1997.
(d) The Company's Quarterly Report on Form 10-Q filed with the
Commission for the quarter ended March 31, 1998.
(e) The Company's Current Forms 8-K filed on September 3, 1997,
September 12, 1997, February 5, 1998 and July 10, 1998.
(f) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1 (Number 33-44746)
which is incorporated by reference in Item 1 of the Registrant's
Registration Statement on Form 8-A (File No. 0-20470) filed
pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering to which this Prospectus relates shall be deemed to be incorporated by
reference into this Prospectus and to be part of this Prospectus from the date
of filing thereof.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for the purposes of this Prospectus
and the Registration Statement of which it is a part to the extent that a
statement contained herein or in any other subsequently filed document that also
is 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 or the
Registration Statement.
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.
-4-
<PAGE> 5
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 operation in Phoenix, Arizona
(formerly named Westech Systems, Inc. or "Westech") and the IPEC Planar
operation in Portland (formerly named GAARD Automation Inc. or "GAARD"). IPEC
Precision consists of the Precision Materials Operation acquired from Hughes
Danbury Optical Systems, Inc. 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.
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<PAGE> 6
RISK FACTORS
This Prospectus contains or incorporates by reference forward-looking
statements that involve risks and uncertainties. The statements contained or
incorporated by reference in this Prospectus that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
without limitation statements regarding the Company's expectations, beliefs,
intentions or strategies regarding the future. All forward-looking statements
included in this document are based on information available to the Company on
the date hereof, and all forward-looking statements incorporated by reference
are based on information available to the Company as of the date of such
documents. The Company assumes no obligation to update any such forward-looking
statements. The Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including those set forth in the following risk factors and elsewhere in this
Prospectus and other documents incorporated by reference. In evaluating the
Company's business, prospective investors should consider carefully the
following factors in addition to the other information presented in this
Prospectus.
The Factors Affecting Operating Results contained in the Company's
Quarterly Report on Form 10-Q filed with the Commission for the quarter ended
March 31, 1998 are incorporated herein by this reference. These risk factors
include the Company's limited operating history, potential delays in significant
shipments and orders, dependence on a small number of major customers, the need
for broader acceptance of the Company's products, technological changes,
potential difficulty in process or product development, intense competition,
risks associated with international sales, reliance on the Asian market,
cyclical nature of semi-conductor industry, effects on quarterly results by past
acquisitions, potential resource requirements of IPEC Precision Joint
Development Program, potential resource requirements in the disposition of IPEC
Clean, potential resource requirements of future acquisitions, reliance on goods
and services delivered by suppliers, dependence on key personnel, difficulties
in defending and securing intellectual property rights for the Company's
products, possibility of infringement claims, placement of technology in escrow
under significant license agreement, exposure to product liability and
environmental regulations, discouragement of change in control by certain
anti-takeover provisions, volatility of Common Stock, raising of capital on
unfavorable terms and year 2000 computer issues.
DESCRIPTION OF FORWARD-LOOKING STATEMENTS. This Prospectus contains or
incorporates by reference forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 which are subject to the "safe harbor" created by those
sections. These forward-looking statements include, but are not limited to,
statements concerning future trends and growth in the markets for semicon-
ductor devices, semiconductor capital equipment and CMP equipment; the Company's
strategies for transitioning IC manufacturers from pilot to volume use of CMP,
migrating customers to IPEC's next generation of integrated products, developing
products to reduce customers' cost of ownership, increasing the Company's direct
distribution, process distribution and service capabilities internationally
and outsourcing components and subassemblies; the Company's plans to dispose of
IPEC Clean; the Company's product development efforts; future increases in the
Company's research and development expenditures; and statements concerning
future revenues, orders, operating margins, expenses, cost-containment measures
and cash needs. These forward-looking statements may be found in "Risk Factors,"
and in other documents incorporated by reference. Forward-looking statements not
specifically set forth above may also be found in these and other sections of
this Prospectus, and in other documents incorporated by reference. The Company's
actual future results could differ materially from those discussed in the
forward-looking statements as a result of certain factors, including those
discussed in "Risk Factors" and elsewhere in this Prospectus, and in other
documents incorporated by reference.
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<PAGE> 7
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 upon
conversion of Series C Preferred Stock issued pursuant to a Subscription
Agreement ("Subscription Agreement") dated December 12, 1996 between the Company
and the Selling Stockholder (the "Agreement") and by exercising warrants (the
"Warrants") issued to the Selling Stockholder. Prior to the effective date of
this Prospectus, the Selling Stockholder owned 1,000,000 shares of the Common
Stock and a currently exercisable Warrant to purchase up to 456,000 shares of
Common Stock.
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<PAGE> 8
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 30 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, the Selling Stockholder and any other person participating in such
distribution will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation, Regulation
M, which may limit the timing of purchases and sales of any of the Common Stock
by the Selling Stockholder and any other such person. Furthermore, Regulation M
of the Exchange Act may restrict the ability of any person engaged in the
distribution of the Common Stock to engage in market-making activities with
respect to the particular Common Stock being distributed for a period of up to
five business days prior to the commencement of such distribution. All of the
foregoing may affect the marketability of the Common Stock and the ability of
any person or entity to engage in market-making activities with respect to the
Common Stock.
Pursuant to the Subscription Agreement entered into in connection with
the offer and sale of the Shares by the Company to the Selling Stockholder, both
the Company and the Selling Stockholder will be indemnified by the other against
certain liabilities, including certain liabilities under the Securities Act, or
will be entitled to contribution in connection therewith.
The Company will receive no portion of the proceeds from the sale of the
Shares and will bear all of the expenses incident to their registration other
than underwriters' discounts, commissions or stock transfer taxes relating to
the Shares.
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<PAGE> 9
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, 1997 and 1996, and for each of the years
in the two-year period ended June 30, 1997, have been incorporated by
reference herein 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 statements of operations, changes in stockholders'
equity and cash flows of Integrated Process Equipment Corp. and its subsidiaries
(for the year ended June 30, 1995) incorporated by reference in this Prospectus
from the Company's Annual Report on Form 10-K for the year ended June 30, 1997
have been audited by Richard A. Eisner & Company, LLP, independent auditors,
having been so incorporated herein in reliance upon their report given upon the
authority of said firm as experts in accounting and auditing.
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<PAGE> 10
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained 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 corporation. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create an implication
that there has been no change in the affairs of the corporation 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 authorized to do so or
to anyone to whom it is unlawful to make such offer or solicitation in such
jurisdiction.
TABLE OF CONTENTS
Page
Available Information .................................................. 3
Incorporation of Certain Document by Reference.......................... 3
The Company............................................................. 5
Risk Factors............................................................ 6
Use of Proceeds......................................................... 7
Selling Stockholders.................................................... 7
Plan of Distribution.................................................... 8
Legal Matters........................................................... 9
Experts................................................................. 9
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1,456,000 SHARES
INTEGRATED PROCESS
EQUIPMENT CORP.
COMMON STOCK
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PROSPECTUS
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JULY 17, 1998
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Registrant in connection with
this offering are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee...................... $ 4,470.00
Nasdaq Additional Listing Fee............................................ 17,500.00
Accounting fees and expenses............................................. 4,000.00
Legal fees and expenses.................................................. 7,000.00
Miscellaneous............................................................ 3,000.00
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Total............................................................. $35,970.00
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Company's Certificate of
Incorporation, as amended, and the Bylaws, as amended, provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the Delaware General 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 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 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
------- -------------
2.1 Stock Purchase Agreement among IPEC, William Reiersgaard and
GAARD Automation Inc., dated effective October 30, 1995.
Incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K for reporting date October 30, 1995
and filed November 14, 1995 (File No. 0-20470).
2.2 Asset Purchase Agreement between IPEC and Hughes Danbury Optical
Systems, Inc., dated effective December 29, 1995. Incorporated
by reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K for reporting date December 29, 1995 and filed January
13, 1996 (File No. 0-20470).
II-1
<PAGE> 12
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 Form of Class C Warrant issued by the Company. Incorporated by
reference to Exhibit 10.13 to Amendment No. 1, filed on July 21,
1992 ("IPO Amendment No. 1") to the Company's Registration
Statement on Form S-1 (Registration No. 33-44746) (the "IPO
Registration Statement").
4.5 Warrant Agreement dated June 29, 1992 among the Company,
American Stock Transfer & Trust Company (the "Warrant Agent")
and D.H. Blair Investment Banking Corp. ("Blair"). Incorporated
by reference to Exhibit 10.14 to IPO Amendment No. 1.
4.6 Form of Warrant Agreement, dated as of August 13, 1992, between
the Company, the Warrant Agent and Blair, including the form of
warrants. Incorporated by reference to Exhibit 4.1 to IPO
Amendment No. 1.
4.7 Form of Warrant Agreement, dated as of July 23, 1993, between
the Company, the Warrant Agent and Blair. Incorporated by
reference to Exhibit 10.16 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").
4.8 Form of Warrant Agreement, dated as of January 26, 1994, between
the Company, the Warrant Agent and Blair, including the form of
Warrants. Incorporated by reference to Exhibit 4.1 to Amendment
No. 2 to the SB-2 Registration Statement, filed on January 18,
1994.
4.9 Form of Initial Public Offering Unit Purchase Option between the
Company and Blair. Incorporated by reference to Exhibit 1.2 to
Amendment No. 2 to the IPO Registration Statement, filed August
5, 1993.
4.10 Registration Agreement, dated as of November 22, 1994, by and
among the Company and the Exchanging Shareholders (as defined
therein). Incorporated by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K for reporting date November
22, 1994 and filed December 7, 1994 (File No. 0-20470).
4.11 Registration Rights Agreement, dated as of September 9, 1994,
between the Company and Kassner. Incorporated by reference to
Exhibit 4.12 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1995 (File No. 0-20470).
4.12 Stockholders' Agreement, dated as of August 31, 1993 among the
Company, Harold C. Baldauf ("HCB") and Janet A. Baldauf ("JAB").
Incorporated by reference to Exhibit 10.22 to the 1993 Form
10-KSB.
4.13 Subscription Agreement, dated as of December 12, 1996, between
the Company and Fletcher International Limited ("Fletcher").
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 (File No. 0-20470) ("Fletcher
8-K").
II-2
<PAGE> 13
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
4.14 Purchase Agreement, between the Company and Morgan Stanley & Co.
Incorporated, acting on behalf of MS, Hambrecht & Quist LLC,
Prudential Securities Incorporated and UBS Securities LLC
(collectively, the "Initial Purchasers"), dated September 11,
1997. Incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for reporting date September 30,
1997 and filed on November 13, 1997.
4.15 Indenture between the Company and State Street Bank and Trust
Company of California, N.A., dated as of September 15, 1997.
Incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for reporting date September 30,
1997 and filed on November 13, 1997.
4.16 Registration Rights Agreement between the Company and the
Initial Purchasers, dated September 15, 1997. Incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for reporting date September 30, 1997 and filed on
November 13, 1997.
4.17 Specimen of 6 1/4% Convertible Subordinated Note due 2004 issued
by the Company on September 17, 1997 in the amount of
$115,000,000. Incorporated by reference to Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for reporting date
September 30, 1997 and filed on November 13, 1997.
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. Incorporated by reference to Exhibit 24.1 to
the Company's Registration Statement on Form S-3 filed on July
16, 1998 (File No. 333-59187).
- ----------------------------
* Filed herewith
II-3
<PAGE> 14
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 this 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 this
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; 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 Registration Statement 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-4
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment No. 1 to Registration Statement
No. 333-59187 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,
Treasury and Secretary (Principal
Financial and Accounting Officer)
Date: July 17, 1998
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement No. 333-59187 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>
* Chief Executive Officer and Director July 17, 1998
- -----------------------------------------
Roger D. McDaniel
/s/ JOHN S. HODGSON Vice President, Chief Financial July 17, 1998
- ----------------------------------------- Officer, Treasurer and Secretary
John S. Hodgson (Principal Financial and Accounting
Officer)
* Chairman of the Board July 17, 1998
- -----------------------------------------
Sanjeev R. Chitre
* Director July 17, 1998
- -----------------------------------------
Harold C. Baldauf
* Director July 17, 1998
- -----------------------------------------
William J. Freschi
Director
- -----------------------------------------
Kenneth Levy
*By: /s/ JOHN S. HODGSON
- -----------------------------------------
John S. Hodgson
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 16
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
5.1* -- Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
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)
24.1 -- Power of Attorney Incorporated by reference to Exhibit 24.1
to the Company's Registration Statement on Form S-3 filed on
July 16, 1998 (File No. 333-59187).
- ----------
* Filed herewith
<PAGE> 1
Exhibit 5.1
July 16, 1998
Integrated Process Equipment Corp.
911 Bern Court
San Jose, California 95122
RE: REGISTRATION STATEMENT ON FORM S-3
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 July 16, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of up to 1,456,000 shares of your Common
Stock (the "Shares"), 1,000,000 shares (the "Issued Shares") of which have been
issued pursuant to a Subscription Agreement dated December 12, 1996 and 456,000
shares (the "Warrant Shares") of which are issuable upon the exercise of an
outstanding warrant for Common Stock. 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 the Issued
Shares are legally issued, fully paid and nonassessable. It is also our opinion
that upon valid exercise of the warrants of the Company held by the Selling
Stockholder as described in the Registration Statement, and receipt by the
Company of the full consideration to be paid upon exercise, the Warrant 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
<PAGE> 1
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 Amendment One to Form S-3 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. and to the
reference to our firm under the heading "Experts" in the registration statement.
/s/ KPMG Peat Marwick LLP
Phoenix, Arizona
July 17, 1998
<PAGE> 1
Exhibit 23.2
CONSENT OF RICHARD A. EISNER & COMPANY, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-59187 on Form S-3 of Integrated Process Equipment
Corp. (the "Company") of our report dated August 18, 1995, on our audit 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 and to the reference to our
firm under the heading "Experts" in the registration statement.
/s/ Richard A. Eisner & Company, LLP
New York, New York
July 17, 1998
