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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
ADE CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2441829
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
80 Wilson Way
Westwood, MA 02090
(781) 467-3500
fax: (781) 467-0500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ROBERT C. ABBE,
President and Chief Executive Officer
ADE Corporation
80 Wilson Way
Westwood, MA 02090
(781) 467-3500
fax: (781) 467-0500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
WILLARD G. MCGRAW, JR., ESQ.
Warner & Stackpole LLP
75 State Street
Boston, MA 02109
(617) 951-9000
fax: (617) 951-9151
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, 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 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,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) offering Price Per Aggregate offering Registration Fee
Share (2) Price (2)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 669,000 shares $19.00 $12,711,000 $3,749.75
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(1) All of the 669,000 shares being registered hereunder are being offered by
stockholders of the Company.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of the
average of the high and low sale prices of the Registrant's Common Stock on
February 12, 1998 as reported by Nasdaq.
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 that 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.
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PROSPECTUS
Subject to Completion
February 18, 1998
ADE Corporation
80 Wilson Way
Westwood, MA 02090
669,000 SHARES
COMMON STOCK
This Prospectus relates to the offer and sale of 669,000 shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of ADE
Corporation, a Massachusetts corporation ("ADE" or the "Company"), by certain
stockholders of the Company (the "Selling Stockholders").
The Shares may be sold by the Selling Stockholders from time to time
through broker-dealers acting as agents or as principals for their own accounts
or in private sales. The Company will not receive any proceeds from the sale of
the Shares by the Selling Stockholders. See "Selling Stockholders" and "Plan of
Distribution."
The Common Stock is quoted on the Nasdaq National Market under the symbol
"ADEX." On February 3, 1998, the last reported sale price of the Common Stock
was $16.9688 per share.
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The Common Stock offered hereby involves a high degree of risk.
See "Risk Factors" beginning on page 5.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is February 18, 1998
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TABLE OF CONTENTS
Page
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Available Information................................................. 3
Incorporation of Certain Information by Reference..................... 3
The Company........................................................... 5
Risk Factors.......................................................... 6
Selling Stockholders.................................................. 12
Plan of Distribution.................................................. 12
Legal Matters......................................................... 13
Experts............................................................... 13
No person has been authorized in connection with the offering made hereby
to give any information or to make any representations not contained in 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. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Company since the date
hereof.
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AVAILABLE INFORMATION
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
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549-1004 and at the regional offices of the Commission
located at 7 World Trade Center, Suite 1300, New York, New York 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such materials may also be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549-1004 at prescribed rates. The Commission maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants, like the Company, that file
electronically with the Commission. The Company's Common Stock is quoted on the
Nasdaq National Market, and reports and other information concerning the Company
may be inspected at the National Association of Securities Dealers, Inc. at 1735
K Street, N.W., Washington, D.C. 20006-1500.
This Prospectus constitutes a part of a Registration Statement on Form S-3
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related exhibits for further information with respect
to the Company and the securities offered hereby. Any statements contained
herein concerning the provisions of any document are not necessarily complete,
and, in such instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portion of documents filed by the Company with
the Commission (Commission File No. 0-26714) are hereby incorporated by
reference in this Prospectus: (a) Annual Report on Form 10-K for the fiscal year
ended April 30, 1997; (b) Quarterly Reports on Form 10-Q for the quarters ended
July 31, 1997 and October 31, 1997; (c) Current Report on Form 8-K filed with
the Commission on November 4, 1997; and (d) the description of the Company's
Common Stock which is contained in its Registration Statement on Form 8-A filed
with the Commission on August 30, 1995.
All reports and other documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of the original filing of the Registration Statement of which this
Prospectus is a part and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
in a
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document, all or a portion of which is incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents or portion of documents which are incorporated by reference in
this Prospectus (other than exhibits to such documents or portions of documents,
unless such exhibits are specifically incorporated by reference into the
documents or portions of documents that this Prospectus incorporates). Requests
should be submitted by telephone to (781) 467-3500 or in writing to: ADE
Corporation, 80 Wilson Way, Westwood, MA 02090, Attention: Mark D. Shooman, Vice
President and Chief Financial Officer.
ADE, UltraGage, UltraScan, WaferCheck and WIS are registered
trademarks of the Company, and the ADE logo is a trademark of the Company.
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The Company
ADE Corporation is a leading supplier of metrology and inspection
systems for the silicon wafer and computer disk manufacturing industries. The
Company's systems analyze and report product quality certification data that is
relied upon by semiconductor and computer disk manufacturers. The Company's
systems also are used in the fabrication of integrated circuits.
The Company was incorporated in Massachusetts in 1967. The Company's
principal executive offices are located at 80 Wilson Way, Westwood,
Massachusetts 02090, and its telephone number is (781) 467-3500.
RISK FACTORS
Prospective investors should consider carefully the following risk
factors in addition to the other information concerning the Company and its
business contained in this Prospectus, before purchasing the shares of Common
Stock offered hereby.
Cyclicality of the Company's Business. The Company's business depends
in large part upon the capital expenditures of semiconductor wafer and device
and computer hard disk and disk drive manufacturers, which in turn depend on the
current and anticipated market demand for integrated circuits, products
utilizing integrated circuits and systems requiring hard disk drives,
respectively. The semiconductor and hard disk industries are cyclical and have
historically experienced periodic downturns, which have had a severe effect on
the demand for capital equipment. Principal companies in the disk drive industry
have recently announced less than expected demand for their disk drive products.
Prior semiconductor and hard disk industry downturns and construction of excess
capacity by the industry have adversely affected the Company's revenues, gross
margin and net income and have also adversely affected the market price for the
Company's Common Stock. No assurance can be given that the Company will continue
to achieve the revenue growth it has experienced in recent years. In addition,
the need for continued investment in research and development and extensive
customer service and support capability worldwide will limit the Company's
ability to reduce expenses in the event of a downturn in the industry.
Fluctuations of Quarterly Operating Results. The Company's quarterly
operating results have varied and may continue to vary significantly. The
Company's quarterly revenues typically are derived from a relatively small
number of customer orders. These customer orders often consist of multiple
systems, each of which are priced between approximately $100,000 and $750,000.
As a result, the timing of significant orders or a reduction in the number of
systems shipped in a quarter could have a material effect on the Company's
revenues and results of operations for that quarter. The results for a
particular quarter may also vary due to a number of factors, including economic
conditions in the semiconductor and hard disk industries, the timing of
shipments of orders to major customers, the mix of products sold by the Company,
competitive pricing pressures and the Company's ability to design, introduce and
manufacture
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new products on a cost effective and timely basis. Moreover, customers may
cancel or reschedule shipments, and production difficulties or the inability to
obtain critical components could delay shipments. In addition, the Company's
product sales have fluctuated, and are likely to continue to fluctuate, based on
seasonal factors, such as customers' capital budget approval cycles, among
others. These factors could have a material adverse effect on the Company's
results of operations. The Company has increased its research and development
spending in recent periods, in part to support its development of systems for
next-generation 300 millimeter semiconductor wafers. The Company's expense
levels are fixed in advance and based in part on its expectations as to future
revenues. As a consequence, any material shortfall in revenue in a given quarter
could have a material adverse effect on the Company's earnings.
Rapid Technological Change and Introduction of New Products. The
market for semiconductor wafer and device and computer hard disk metrology and
inspection equipment is characterized by rapid technological advances, changing
customer requirements, evolving industry standards and frequent new product
introductions and enhancements. The Company's future success will depend in
large part on the Company's ability to enhance its current products and to
develop and introduce new products that keep pace with technological
developments, achieve market acceptance and respond to customer requirements
that are constantly evolving. New product introductions may contribute to
fluctuations in quarterly operating results, as customers may defer ordering
products from the Company's existing product lines. If new products have
reliability or quality problems, then reduced orders, higher manufacturing
costs, delays in collecting accounts receivable and additional service and
warranty expense may result. Responding to rapid technological change and the
need to develop and introduce new products to meet customers' expanding needs
and evolving industry standards will require the Company to make substantial
investments in research and product development. Any failure by the Company to
anticipate or respond adequately to technological developments and customer
requirements or any significant delays in product development or introduction
could result in a loss of competitiveness and could materially adversely affect
the Company's operating results. There can be no assurance that the Company will
successfully develop and manufacture new products or that any product
enhancements or new products developed by the Company will gain market
acceptance. The semiconductor wafer industry is currently undergoing a gradual
evolution from 200 millimeter to 300 millimeter wafers. Wafer manufacturers are
beginning to establish pilot production lines and specifications for the
manufacture of 300 millimeter wafers. The Company is currently developing
product enhancements and new products designed to meet increasing demand for
metrology and inspection equipment for 300 millimeter wafers. One of the
Company's competitors recently began shipping an optical inspection product for
300 millimeter wafers. Until the Company begins shipping its next generation
product, the Company's sales of its wafer inspection systems could be adversely
affected. There can be no assurance that the Company will be able to develop
enhancements and new products successfully or in time to meet emerging demand,
or that enhancements and new products developed by the Company will be accepted
by the Company's customers.
Asian Economic Downturn. In recent months there have been serious
economic problems in the Far East. The Company's business depends in large part
upon the capital
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expenditures of semiconductor wafer and device manufacturers, many of whom have
operations in the Far East. There can be no assurance that the Company's sales
will not be affected adversely in the future as a result of the economic
problems in that area of the world.
Competition. The semiconductor and computer hard disk equipment
industries are highly competitive. There can be no assurance that companies with
complementary technologies and greater financial resources will not enter these
industries and develop products that are superior to the Company's products or
achieve market acceptance. In the market for optical defect inspection
equipment, the Company competes directly with Hitachi Electronics Engineering
Co., Ltd. and KLA-Tencor Corporation, both of which have significantly greater
financial resources than the Company. In the metrology area of the device
industry, the Company has encountered, and expects to encounter in the future,
competition from companies offering similar and competing technologies, some of
which have significantly greater financial resources than the Company or an
existing market presence in the device industry, or both. The Company also
expects to encounter intense competition in the areas of metrology and
inspection for the hard disk industry. The Company's competitors can be expected
to continue to improve the design and performance of their products and to
introduce new products with competitive price/performance characteristics.
Competitive pressures often necessitate price reduction which can adversely
affect operating results. In order to remain competitive, the Company must
maintain a high level of investment in research and development and sales,
marketing and service. There can be no assurance that the Company will have
sufficient resources to continue to make such investment or that the Company
will be able to make the technological advances necessary to remain competitive.
Currently, the Company's lead times for the delivery of products to its
customers are longer than the industry average, and, as a consequence, the
Company has in a limited number of cases failed to obtain customer orders.
Although the Company is taking steps to reduce lead times, there can be no
assurance that the Company will be successful in sufficiently reducing its lead
times. The failure to sufficiently reduce lead times may result in lost business
in the future and may have an adverse impact on the Company's business and
results of operations.
KLA Corporation recently acquired a competitor of the Company in the
market for optical defect inspection equipment, Tencor Corporation, to form
KLA-Tencor Corporation. The Company expects that similar acquisitions and
business combinations by competitors and potential competitors of the Company,
in the metrology as well as in the defect inspection markets, may continue in
the future. Acquisitions by the Company's competitors and potential competitors
could allow them to offer new products without the lengthy time delays typically
associated with internal product development, which could afford such
competitors and potential competitors an advantage in meeting customers'
demands. Such acquisitions by others could also have the effect of limiting the
Company's access to commercially significant technologies. The greater
resources, including financial and marketing and support resources, of
competitors engaged in these acquisitions could permit them to accelerate the
development and commercialization of new competitive products and the marketing
of existing competitive products to their larger installed bases. Accordingly,
such business combinations and acquisitions by competitors and potential
competitors could have an adverse impact on both the
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Company's market share and the pricing of its products, which could have a
material adverse effect on the Company's business and results of operations.
The Company relies upon a combination of internal product development
and partnerships with certain other companies to broaden its product line to
meet customer demand. The increasing competitiveness within the industry,
together with acquisitions by the Company and its competitors of businesses
possessing complementary technologies, could materially limit the Company's
ability to continue to partner with other companies for new or complementary
products, which could have a material adverse effect upon the Company's ability
to offer in a timely manner products that meet customers' needs.
Management of Growth. The Company has been experiencing a period of
significant growth that could place a strain on its management and other
resources. To support the Company's growth, the Company will need to hire more
engineering, manufacturing, sales and marketing, and support and administrative
personnel, expand customer service capabilities, and update or expand management
information systems, procedures and controls. Competition for the necessary
personnel in the Company's industries is high. There can be no assurance that
the Company will be able to attract and retain the necessary personnel to
accomplish its growth strategies or that it will be able to satisfy customer
demand in a timely fashion and satisfactorily support its customers and
operations or that its information systems, procedures and controls will be
adequate to support the Company's operations. If the Company's management is
unable to manage growth effectively, the Company's business, operating results
and financial condition could be materially adversely affected.
Customer and Industry Concentration. A relatively limited number of
customers have historically accounted for a substantial portion of the Company's
revenues in each year. In fiscal years 1995, 1996 and 1997, sales to the
Company's top five customers in each period, all of which are in the
semiconductor wafer industry, accounted for approximately 51%, 45% and 50%,
respectively, of the Company's revenue. In fiscal 1997, one of the Company's
customers accounted for 16% of the Company's revenue. The loss of or any
reduction in orders by any of these customers, including reductions due to
market, economic or competitive conditions in the semiconductor industry or in
other industries that manufacture products utilizing semiconductors, could
adversely affect the Company's business, financial condition and results of
operations. In each of the last three fiscal years the Company has derived over
70% of its revenue, including approximately 77% in fiscal 1997, from customers
in the semiconductor wafer industry. While the Company is focusing on expanding
the level of its business in the device and hard disk industries, there can be
no assurance that the Company's efforts will be successful. The Company's
ability to maintain or increase its sales levels in the future will depend in
part upon its ability to obtain orders from new customers as well as the
financial condition and success of its existing customers and the general
economy. There can be no assurance that the Company will be able to maintain or
continue to increase the level of its revenues in the future or that the Company
will be able to retain existing customers or to attract new customers. In
addition, given the limited number of customers, any delay in collecting, or
inability to collect accounts receivable could have a material adverse effect on
the Company's financial results.
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Dependence on Suppliers. Certain of the components and subassemblies,
including certain system controllers and robotics components, incorporated in
the Company's systems are obtained from a single source or a limited group of
suppliers. The Company has not qualified a second source for these products and
the partial or complete loss of certain of these sources could have an adverse
effect on the Company's results of operations and damage customer relationships.
Further, a significant increase in the price of one or more of these components
could adversely affect the Company's results of operations.
Risks Associated with International Operations. International sales
accounted for 53%, 59% and 60% of the Company's revenues for fiscal years 1995,
1996 and 1997, respectively. The Company expects that international sales will
continue to represent a significant percentage of revenues. The Company's
international business may be affected by changes in demand resulting from
fluctuations in interest and currency exchange rates as well as by factors such
as the risk of government financed competition, changes in trade policies,
tariff regulations and difficulties in obtaining U.S. export licenses.
Patents and Other Intellectual Property. The Company's success
depends in part on its proprietary technology. The Company attempts to protect
its proprietary technology through patents, copyrights, trademarks, trade
secrets and license agreements. The Company believes, however, that its success
will depend to a greater extent upon innovation, technological expertise and
distribution strength. There can be no assurance that the Company will be able
to protect its technology or that competitors will not be able to develop
similar technology independently. No assurance can be given that the claims
allowed on any patents held by the Company will be sufficiently broad to protect
the Company's technology. In addition, no assurance can be given that any
patents issued to the Company will not be challenged, invalidated or
circumvented or that the rights granted thereunder will provide competitive
advantages to the Company. In addition, effective patent, copyright and trade
secret protection may be unavailable or limited in certain foreign countries.
As is typical in the Company's industry, the Company and its
customers from time to time receive letters from third parties, including some
of the Company's competitors, alleging infringement of such parties' patent
rights by the Company's products. There can be no assurance that the Company
would prevail in any litigation seeking damages or expenses from the Company or
to enjoin the Company from selling its products on the basis of such alleged
infringement or that the Company would be able to license any infringed patents
on reasonable terms.
Some customers using certain products of the Company received notices
of infringement from Technivision Corporation and the late Jerome H. Lemelson,
alleging that equipment used in the manufacture of semiconductor products
infringes patents issued to Mr. Lemelson relating to "computer image analysis"
or "digital signal generation and analysis." Certain of these customers have
notified the Company that they may seek indemnification from the Company for any
damages and expenses resulting from this matter. Neither the Company nor any of
its products
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has been identified by Mr. Lemelson or Mr. Lemelson's estate as infringing his
patents. There can be no assurance, however, that Mr. Lemelson's estate will not
bring a claim against the Company for infringement or that the Company would
prevail in any such action. If Mr. Lemelson's estate were to prevail in any such
action, the Company might be required to pay license fees or royalties to the
estate, which could have an adverse impact on the Company's profitability.
Risks Associated with Acquisitions and Alliances. The Company has
addressed the need to offer new products, in part, through the acquisition of
technology and other businesses. The acquisition of other businesses involves
numerous risks, including the difficulty of assimilating the operations,
technologies and products of the acquired business, the diversion of
management's attention from other business concerns, the risks of entering
markets in which the Company has no or limited direct prior experience and must
compete with competitors having stronger market positions, the potential loss of
key employees of the acquired business and the risk that any such acquisitions
could reduce the Company's future earnings. The integration of other businesses
into ADE requires, among other things, integration of product offerings and
coordination of sales, marketing, research, development, and management
organizations. There can be no assurance that such integration will be
accomplished smoothly or successfully. The difficulties of such integration may
be increased by the necessity of coordinating organizations which are separated
geographically. The inability of management to successfully integrate the
operations of such acquired businesses could have a material adverse effect on
the business and results of operations of the Company.
Control by Existing Stockholders. The Company's directors and
executive officers and members of their immediate families beneficially own
approximately 34% of the Company's outstanding shares of Common Stock.
Accordingly, these stockholders acting together will have the ability to
significantly influence corporate actions requiring stockholder approval,
including the election of the Company's directors. This concentration of
ownership may also have the effect of delaying or preventing a change of control
of the Company.
Volatility of Stock Price. The stock market in general and the market
for shares of technology companies in particular recently have experienced
extreme price fluctuations, which have often been unrelated to the operating
performance of the affected companies. Many companies in the semiconductor and
semiconductor equipment industries, including the Company, experienced dramatic
volatility in the market prices of their common stock during the last two years.
The Company believes that factors such as announcements of developments related
to the Company's business or its competitors' or customers' businesses,
fluctuations in the Company's financial results, general conditions or
developments in the semiconductor and semiconductor equipment industries and the
worldwide economy, sales of the Company's Common Stock into the market, the
number of market makers for the Company's Common Stock, announcements of
technological innovations or new or enhanced products by the Company or its
competitors or customers, a shortfall in revenue, gross margin, earnings or
other financial results from or changes in analysts' expectations and
developments in the Company's relationships with its customers and suppliers, or
a variety of factors beyond the Company's
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control could cause the price of the Company's Common Stock to fluctuate,
perhaps substantially. There can be no assurance that the market price of the
Company's Common Stock will not experience significant fluctuations in the
future, including fluctuations that are material, adverse and unrelated to the
Company's performance.
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SELLING STOCKHOLDERS
All of the Shares offered below were issued in connection with the
Company's acquisition by merger of all the outstanding capital stock of Digital
Measurement Systems, Inc. ("DMS"), a privately-owned company, and a building
which was integral to the operations of DMS.
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Shares Beneficially
Owned prior to Offering(1)
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Number of
Name of Selling Stockholder Number Percent Shares Offered
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Advanced Development Corporation (2) 330,000 2.97% 330,000
Thouria Investment Trust(3) 21,000 * 21,000
Dennis Speliotis (4)(5)................ 100,250 * 100,250
Evanthia Speliotis(4).................. 100,250 * 100,250
Ismene Speliotis(4).................... 100,250 * 100,250
Elias Speliotis(4)..................... 50,250 * 50,250
David C. Bono(6)....................... 280,000 2.52% 280,000
Alan P. Sliski......................... 38,000 * 38,000
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* Less than one percent.
(1) The number of shares of Common Stock outstanding as of February 4, 1998
was 11,106,401.
(2) Advanced Development Corporation ("ADC") acquired the Shares owned by it
in connection with ADE's acquisition of DMS. Shares sold in this offering
may be sold by ADC or by the stockholders of ADC individually after
distribution by ADC of the Shares to them. The stockholders of ADC are
Dennis Speliotis, Evanthia Speliotis, Ismene Speliotis and Elias
Speliotis.
(3) Thouria Investment Trust ("Thouria") acquired the Shares owned by it in
connection with ADE's acquisition of a building which was integral to the
operations of DMS. Shares sold in this offering may be sold by Thouria or
by the beneficiaries of Thouria individually after distribution by Thouria
of the Shares to them. The beneficiaries of Thouria are Dennis Speliotis,
Evanthia Speliotis, Ismene Speliotis and Elias Speliotis.
(4) Shares acquired, or to be acquired, from ADC in redemption of capital
stock of ADC, or from Thouria upon distribution to beneficiaries of
Thouria. The number of Shares sold by the stockholders and beneficiaries,
respectively, of ADC and Thouria, will be reduced by the number of Shares,
if any, sold directly by ADC or Thouria.
(5) Dennis Speliotis is a Vice President of Marketing of ADE Technologies,
Inc., a wholly owned subsidiary of the Company ("ATI"), and President of a
division of ATI. He is the President and a stockholder of ADC and is the
trustee and a beneficiary of Thouria.
(6) Mr. Bono is Director of Research and Development of ATI and a Vice
President of a division of ATI.
The Company will not receive any proceeds from the sale by the
Selling Stockholders of any of the Shares.
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PLAN OF DISTRIBUTION
The Selling Stockholders may from time to time sell all or a portion
of the Shares on the Nasdaq National Market or on any other national securities
exchange on which the Common Stock is listed or traded, in negotiated
transactions or otherwise, at prices then prevailing or related to the then
current market price or at negotiated prices. The Shares may be sold directly or
through brokers or dealers. The methods by which the Shares may be sold include
(a) a block trade in which the broker or dealer so engaged will attempt to sell
the securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction, (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus, (c) exchange distributions and/or secondary distributions in
accordance with the rules of the Nasdaq National Market, (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers, and (e)
privately negotiated transactions.
The Selling Stockholders and any broker, dealers or agents that
participate in the distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Securities Act and any profit on the sale of the
Shares by them and any discounts, commissions, concessions or other compensation
received by any such broker, dealer or agent may be deemed to be underwriting
discounts and commissions under the Securities Act. In addition, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
All expenses of the registration of the Shares will be paid by the
Company, including, without limitation, Commission filing fees and expenses of
compliance with state securities or "blue sky" laws; provided, however, that the
Selling Stockholders will pay all selling commissions, if any.
There can be no assurance that the Selling Stockholders will sell any
or all of the Shares offered hereby.
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed
upon for the Company by Warner & Stackpole LLP, Boston, Massachusetts. Willard
G. McGraw, Jr., the Clerk of the Company and a partner of Warner & Stackpole
LLP, owns 9,000 shares of the Common Stock of the Company.
-13-
<PAGE>
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K of ADE Corporation for the year ended April
30, 1997 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
-14-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses, all of which are
being paid by the Company, in connection with the offering described in this
Registration Statement.
Registration fee................................ $3,749.75
Legal fees and expenses......................... $5,000.00
Accounting fees and expenses.................... $3,500.00
$12,249.75
----------
Totals....................................
Item 15. Indemnification of Directors and Officers.
The Restated Articles of Organization of the Registrant provide that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Such paragraph provides further, however, that to the extent provided by
applicable law, it will not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for distributions
made in violation of the Registrant's Restated Articles of Organization or which
are made when the Registrant is insolvent or which renders it insolvent, (iv)
for loans made to officers or directors of the Registrant which are not repaid
if the director has voted for such loans and they have not been approved or
ratified as loans reasonably expected to benefit the Registrant, by a majority
of directors who are not recipients of such loans or the holders of a majority
of voting shares, which holders are not recipients of such loans, or (v) for any
transactions from which the director derived an improper personal benefit.
Article VI of the Registrant's By-laws provides that the Registrant shall
indemnify each of its directors and officers (including persons who serve at the
Registrant's request as directors, officers or trustees of another organization
in which the Registrant has any interest, direct or indirect, as a stockholder,
creditor or otherwise or who serve at the Registrant's request in any capacity
with respect to any employee benefit plan) against all liabilities and expenses,
including amounts paid in satisfaction of judgments, in compromise, or as fines
and penalties, and counsel fees reasonably incurred by such person in connection
with the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, in which such person may be involved or with which such
person may be threatened, while in office or thereafter, by reason of such
person's being or having been such a director, officer or trustee, except with
respect to any matter
<PAGE>
as to which such person shall have been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that such person's action was
in the best interest of the Registrant or, to the extent that such matter
relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
As to any matter disposed of by a compromise payment by any such person,
pursuant to a consent decree or otherwise, Article VI of the Registrant's
By-laws provides that no indemnification shall be provided to such person for
such payment or for any other expenses unless such compromise has been approved
as in the best interests of the Registrant, after notice that it involves such
indemnification (i) by a disinterested majority of the directors then in office
or (ii) by a majority of directors then in office, provided that there has been
obtained an opinion in writing of independent legal counsel to the effect that
such director or officer appeared to have acted in good faith in the reasonable
belief that such person's action was in the best interests of the Registrant or
(iii) by the holders of a majority of the outstanding stock at the time entitled
to vote for directors, voting as a single class, exclusive of any stock owned by
any interested director or officer.
Article VI of the Registrant's By-laws provides that expenses, including
counsel fees, reasonably incurred by any director or officer in connection with
the defense or disposition of any such action, suit or other proceeding may be
paid by the Registrant, at the discretion of a majority of the disinterested
directors then in office, in advance of the final disposition thereof, upon
receipt of an undertaking by such director or officer to repay to the Registrant
the amounts so paid if it is ultimately determined that indemnification for such
expenses is not authorized under Article VI of the By-laws, which undertaking
may be accepted by the Registrant without reference to the financial ability of
such director or officer to make repayment.
Article VI of the Registrant's By-laws gives the Board of Directors of the
Registrant the power to authorize the purchase and maintenance of insurance, in
such amounts as the Board of Directors may from time to time deem appropriate,
on behalf of any person who is or was a director, officer or agent of the
Registrant, or who is or was serving at the request of the Registrant as a
director, officer or agent of another organization in which the Registrant has
any interest, direct or indirect, as a stockholder, creditor or otherwise, or
with respect to any employee benefit plan, against any liability incurred by
such person in any such capacity, or arising out of such person's status as such
agent, whether or not such person is entitled to indemnification by the
Registrant pursuant to Article VI or otherwise and whether or not the Registrant
would have the power to indemnify the person against such liability.
Section 13(b) (1 1/2) of the Massachusetts Business Corporation Law,
Chapter 156B of the General Laws of Massachusetts (the "MBCL") authorizes the
provisions, described above, contained in the Articles of Organization, as
amended, of the Registrant.
Section 67 of the MBCL authorizes the provisions, described above,
contained in Article VI of the By-laws of the Registrant.
<PAGE>
Section 65 of the MBCL provides that performance by a director, officer or
incorporator of his duties in good faith and in a manner he reasonably believes
to be in the best interests of the corporation, and with such care as an
ordinarily prudent person in a like position would use under similar
circumstances, shall be a complete defense to any claim asserted against such
director, officer or incorporator, except as otherwise expressly provided by
statute, by reason of his being or having been a director, officer or
incorporator of the corporation.
<PAGE>
Item 16. Exhibits.
(a) Exhibits:
Exhibit No. Description of Exhibit
- ----------- -------------------------------
4.1* Restated Certificate of Incorporation of the Registrant.
4.2* By-Laws of the Registrant.
4.3* Specimen stock certificate.
5 Opinion of Warner & Stackpole LLP (filed herewith).
23.1 Consent of Price Waterhouse LLP (filed herewith).
23.2 Consent of Warner & Stackpole LLP (included in Exhibit 5).
24.1 Power of Attorney of officers and directors of the Registrant
(included in the signature page).
* Filed as an exhibit to the Registrant's Registration Statement on Form S-1
(Registration No. 33-96408) or amendments thereto and incorporated herein by
reference.
Item 17. Undertakings.
(a) 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
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.
(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.
<PAGE>
(b) The undersigned registrant hereby undertakes 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
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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 Securities and Exchange 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 of 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 the
registrant is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Westwood, Commonwealth of Massachusetts, on February
18, 1998.
ADE CORPORATION
By: /s/ Robert C. Abbe
---------------------------------------
Robert C. Abbe
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Robert C. Abbe and Mark D. Shooman and each of them, with full power to act
without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any and all amendments to this
Registration Statement (including post-effective amendments and amendments
thereto) and any registration statement relating to the same offering as this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing, ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert C. Abbe President, Chief Executive Officer and February 18, 1998
- --------------------------------------- Director (Principal Executive Officer)
Robert C. Abbe
/s/ Mark D. Shooman Vice President and February 18, 1998
- --------------------------------------- Chief Financial Officer (Principal
Mark D. Shooman Financial Officer)
/s/ Joseph E. Rovatti Controller (Principal Accounting February 18, 1998
- --------------------------------------- Officer)
Joseph E. Rovatti
/s/ Landon T. Clay Director February 18, 1998
- ---------------------------------------
Landon T. Clay
/s/ Harris Clay Director February 18, 1998
- ---------------------------------------
Harris Clay
/s/ Francis B. Lothrop, Jr. Director February 18, 1998
- ---------------------------------------
Francis B. Lothrop, Jr.
/s/ H. Kimball Faulkner Director February 18, 1998
- ---------------------------------------
H. Kimball Faulkner
/s/ Kendall Wright Director February 18, 1998
- ---------------------------------------
Kendall Wright
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Index
Exhibit No. Description of Exhibit Page
- ----------- ---------------------- ----
<S> <C> <C>
4.1* Restated Certificate of Incorporation of the Registrant.
4.2* By-Laws of the Registrant.
4.3* Specimen stock certificate.
5 Opinion of Warner & Stackpole LLP (filed herewith).
23.1 Consent of Price Waterhouse LLP (filed herewith).
23.2 Consent of Warner & Stackpole LLP (included in Exhibit 5).
24.1 Power of Attorney of officers and directors of the Registrant (included in the
signature page).
</TABLE>
* Filed as an exhibit to the Registrant's Registration Statement on Form S-1
(Registration No. 33-96408) or amendments thereto and incorporated herein by
reference.
<PAGE>
[LETTERHEAD OF WARNER & STACKPOLE LLP APPEARS HERE]
February 18, 1998
ADE Corporation
80 Wilson Way
Westwood, MA 02090
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on Form
S-3 (the "Registration Statement") with respect to the public offering of
669,000 shares of the Common Stock, $.01 par value per share (the "Shares"), of
ADE Corporation, a Massachusetts corporation (the "Company"), by certain
stockholders of the Company.
We have examined the Registration Statement, the Restated Articles of
Organization of the Company, as amended to date, and such other documents and
records of the Company as we have deemed necessary for purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
We are members of the bar of the Commonwealth of Massachusetts and we
express no opinion as to any matters insofar as any laws other than Federal laws
and the laws of the Commonwealth of Massachusetts may be applicable.
Based upon the foregoing, we are of the opinion that the Shares were
validly issued and are fully paid and non-assessable.
We hereby consent to the reference to this firm under the heading "Legal
Matters" in the prospectus which is part of the Registration Statement and to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
WARNER & STACKPOLE LLP
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
July 1, 1997 appearing on page F-2 of ADE Corporation's Annual Report on Form
10-K for the year ended April 30, 1997. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Boston, Massachusetts
February 18, 1998
