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As filed with the Securities and Exchange Commission on October 24, 1997
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
TO
FORM 8-A
ORIGINALLY FILED SEPTEMBER 6, 1996
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CYMER, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 33-0175463
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
16275 TECHNOLOGY DRIVE
SAN DIEGO, CALIFORNIA 92127
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (619) 451-7300
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
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(TITLE OF CLASS)
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES
AND IS EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A.(c)(1), PLEASE
CHECK THE FOLLOWING BOX [ ]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES
AND IS TO BECOME EFFECTIVE SIMULTANEOUSLY WITH THE EFFECTIVENESS OF A CONCURRENT
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PURSUANT TO GENERAL
INSTRUCTION A.(c)(2), PLEASE CHECK THE FOLLOWING BOX. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Incorporated by reference to pages 52 and 53 of the Preliminary
Prospectus contained in Amendment No. 2 to Registrant's Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on August 22, 1996
(Registration No. 33-08383) (the "S-1 Registration Statement").
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this registration:
1. Charter documents of Registrant.*
2. Bylaws of Registrant.**
3. Certificate to Increase Authorized and Outstanding Common
Stock of Cymer, Inc. Pursuant to NRS 78.207.
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* Incorporated by reference to Exhibits 3.1 and 3.2 to the S-1 Registration
Statement.
** Incorporated by reference to Exhibits 3.3 and 3.4 to the S-1 Registration
Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to its
registration statement on Form 8-A to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: October 24, 1997 CYMER, INC.
By: /s/ WILLIAM A. ANGUS, III
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William A. Angus, III
Senior Vice President and
Chief Financial Officer
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TABLE OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
3 Certificate to Increase Authorized and Outstanding Common Stock
of Cymer, Inc. pursuant to NRS 78.207.
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EXHIBIT 3
CERTIFICATE TO INCREASE AUTHORIZED AND OUTSTANDING COMMON STOCK
OF CYMER, INC.
PURSUANT TO NRS 78.207
The undersigned Dr. Robert P. Akins and William A. Angus, III certify
that:
1. Dr. Akins is President and Chief Executive Officer, and Mr. Angus is
Senior Vice President, Chief Financial Officer and Secretary, of CYMER, INC. a
Nevada corporation (the "Company").
2. This certificate (the "Certificate") has been prepared and is being
filed with the Secretary of State of Nevada in accordance with and pursuant to
Section 78.207 of the Nevada Revised Statutes ("NRS") in order to effectuate a
2-for-1 increase in the authorized Common Stock, par value $.001, of the Company
and a corresponding 2-for-1 increase in the number of issued and outstanding
shares of Common Stock (such simultaneous increase in authorized and outstanding
shares herein the "Stock Split").
3. This Certificate, and thus the Stock Split, shall be effective at
5:00 pm, Pacific Time, on August 21, 1997 (the "Effective Time").
4. Prior to the Stock Split, the number of authorized shares of Common
Stock of the Company, $.001 par value, under the Second Amended and Restated
Articles of Incorporation of the Company (the "Articles of Incorporation") was
25,000,000 shares, and the number of authorized shares of Preferred Stock of the
Company, $.001 par value, was 5,000,000 shares.
5. Upon and after the Stock Split, the number of authorized shares of
Common Stock of the Company under the Articles of Incorporation shall be
50,000,000 shares, and each such share shall have a par value of $.001. The
Stock Split shall effect no change in the Preferred Stock, and therefore upon
and after the Stock Split the number of authorized shares of Preferred Stock of
the Company shall continue to be 5,000,000 shares and the par value of each such
share shall continue to be $.001.
6. Upon and as a result of the Stock Split, each issued and outstanding
share of Common Stock, $.001 par value, held by each stockholder of record at
the Effective Time shall be split up and converted into two (2) shares of Common
Stock, each having a par value of $.001.
7. No fractional shares shall result from the Stock Split.
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8. Pursuant to NRS 78.207, no approval of the stockholders was required
to effect the Stock Split.
9. The Stock Split and this Certificate have been duly approved by the
Board of Directors of the Company.
THE UNDERSIGNED do make and file this Certificate, hereby declaring and
certifying that the facts herein stated are true, and that the undersigned have
been duly authorized by the Company to execute and deliver this Certificate.
Executed at San Diego, California on August 15, 1997.
/s/ DR. ROBERT P. AKINS
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Dr. Robert P. Akins, President
and Chief Executive Officer
STATE OF CALIFORNIA )
)
County of San Diego )
On this 15th day of August 1997, before me, L. Zagozewski, a Notary
Public, State of California, duly commissioned and sworn, personally appeared
Dr. Robert P. Akins, personally known to me to be the person whose name is
subscribed to this instrument, and acknowledged that he executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the San Diego County of California on the date set forth above on this
certificate.
/s/ L. ZAGOZEWSKI
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Notary Public, State of California
My commission expires 7/18/2000
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/s/ WILLIAM A. ANGUS, III
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William A. Angus, III, Senior Vice
President, Chief Financial Officer
and Secretary
STATE OF CALIFORNIA )
)
County of San Diego )
On this 15th day of August 1997, before me, L. Zagozewski, a Notary
Public, State of California, duly commissioned and sworn, personally appeared
William A. Angus, III, personally known to me to be the person whose name is
subscribed to this instrument, and acknowledged that he executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the San Diego County of California on the date set forth above on this
certificate.
/s/ L. ZAGOZEWSKI
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Notary Public, State of California
My commission expires 7/18/2000
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