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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CYMER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
NEVADA 3559 33-0175463
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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16275 TECHNOLOGY DRIVE
SAN DIEGO, CALIFORNIA 92127
(619) 487-2442
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DR. ROBERT P. AKINS
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER AND PRESIDENT
CYMER, INC.
16275 TECHNOLOGY DRIVE
SAN DIEGO, CALIFORNIA 92127
(619) 487-2442
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
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HENRY P. MASSEY, JR., ESQ. JAY K. HACHIGIAN, ESQ.
DAVID C. DRUMMOND, ESQ. RALPH L. ARNHEIM III, ESQ.
GREGORY T. COX, ESQ. BRETT A. PLETCHER, ESQ.
WILSON SONSINI GOODRICH & ROSATI GUNDERSON DETTMER STOUGH VILLENEUVE
PROFESSIONAL CORPORATION FRANKLIN & HACHIGIAN, LLP
650 PAGE MILL ROAD 155 CONSTITUTION DRIVE
PALO ALTO, CALIFORNIA 94304-1050 MENLO PARK, CALIFORNIA 94025
(415) 493-9300 (415) 321-2400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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 number of the earlier effective
registration statement for the same offering. [X] 333-17193
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 number of the earlier effect 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. [ ]
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, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(1)(2) FEE(3)
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Common Stock,
$0.001 par value........ 310,500 $42.00 $13,041,000 $3,952
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(1) Includes up to 40,500 shares of Common Stock which may be purchased by the
Underwriters to cover overallotments, if any.
(2) Estimated pursuant to Rule 457 under the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee.
(3) The Registrant certifies that it has instructed its Bank to wire transfer
the required filing fee to the Commission's account at Mellon Bank by no
later than the close of business on December 13, 1996, that the Registrant
will not revoke such instructions and that it has sufficient funds in its
account to cover the amount of such filing fee. The Registrant further
certifies that it will confirm receipt of such instructions by its bank
during regular business hours on December 13, 1996.
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
Incorporated by reference herein is, in its entirety, the Registration
Statement on Form S-1 (File No. 333-17193) of Cymer, Inc. which was declared
effective by the Securities and Exchange Commission on December 12, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, Cymer, Inc., a corporation organized and existing under the laws of
the State of Nevada, has duly caused this Registration Statement on Form S-1 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Diego, State of California, on this 12th day of December 1996.
CYMER, INC.
By: /s/ WILLIAM A. ANGUS, III
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William A. Angus, III
Senior Vice President,
Chief Financial Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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/s/ ROBERT P. President, Chief Executive December 11, 1996
AKINS* Officer and Chairman of the
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Robert P. Akins
/s/ WILLIAM A. ANGUS, Senior Vice President, Chief December 11, 1996
III Financial Officer and
- ---------------------------------------- Secretary
William A. Angus, III
/s/ NANCY J. Director, Corporate Finance, December 11, 1996
BAKER* Treasurer and Chief
- ---------------------------------------- Accounting Officer
Nancy J. Baker
/s/ RICHARD P. ABRAHAM* Director December 11, 1996
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Richard P. Abraham
/s/ KENNETH M. DEEMER* Director December 11, 1996
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Kenneth M. Deemer
/s/ PETER J. Director December 11, 1996
SIMONE*
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Peter J. Simone
/s/ F. DUWAINE TOWNSEN* Director December 11, 1996
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F. Duwaine Townsen
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* By: William A. Angus, III
Attorney-in-Fact
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
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5.1 Opinion of Allison, MacKenzie, Hartman, Soumbeniotis & Russell, Ltd.
23.1 Independent Auditors' Consent
23.2 Consent of Counsel (included in Exhibit 5.1).
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EXHIBIT 5.1
December 12, 1996
RE: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed under
Rule 462(b) of the Securities Act of 1993, as amended (the "1933 Act"), by
Cymer, Inc., a Nevada corporation (the "Company"), with the Securities and
Exchange Commission on December 12, 1996 (the "Registration Statement"),
relating to the registration under the 1933 Act, of up to 310,500 shares of
the Company's common stock, $0.001 par value (the "Stock") (including 40,500
shares subject to the underwriters' over-allotment option) which are to be
offered and sold by the Company and the selling stockholders (the "Selling
Stockholders"). We understand that the Stock is to be sold to the underwriters
named in the Registration Statement for resale to the public. As counsel to the
Company, we have examined the proceedings taken, and are familiar with the
proceedings proposed to be taken, in connection with the issuance and sale by
the Company and the Selling Stockholders of the Stock.
We are of the opinion that the shares of stock to be offered and sold
by the Company and the Selling Stockholders have been duly authorized and
legally issued and are 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.
Very truly yours,
Allison, Mackenzie, Hartman,
Soumbeniotis & Russell, Ltd.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Cymer, Inc. (successor to Cymer Laser Technologies) on Form S-1 of
our report dated August 9, 1996 (August 21, 1996 as to the second paragraph in
Note 1 and Note 12; which report contains an explanatory paragraph that
describes a change during 1994 in the Company's method of accounting for the
accretion on the Company's Redeemable Convertible Preferred Stock), appearing in
the Registration Statement No, 333-17193 of Cymer, Inc. filed with the
Securities and Exchange Commission.
DELOITTE & TOUCHE LLP
San Diego, California
December 12, 1996
