<PAGE>
As filed with the Securities and Exchange Commission on October 19, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
CYMER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------------
NEVADA 33-0175463
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
16750 VIA DEL CAMPO COURT
SAN DIEGO, CA 92127
(858) 385-7300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------
1996 STOCK OPTION PLAN
2000 NONSTATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
----------------------
DR. ROBERT P. AKINS
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
16750 VIA DEL CAMPO COURT
SAN DIEGO, CA 92127
(858) 385-7300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------------
COPIES TO:
HENRY P. MASSEY, JR., ESQ.
ERIC J. FINSETH, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
------------------------------------------ --------------------- -------------------- --------------------- ---------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE FEE
------------------------------------------ --------------------- -------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value........
------------------------------------------ --------------------- -------------------- --------------------- ---------------------
- 1996 Stock Option Plan 1,650,000 shares $19.2188 $ 31,710,937.50 $ 8,371.69
------------------------------------------ --------------------- -------------------- --------------------- ---------------------
- 2000 Nonstatutory Stock Option Plan 500,000 shares $19.2188 $ 9,609,375.00 $ 2,536.88
------------------------------------------ --------------------- -------------------- --------------------- ---------------------
TOTALS 2,150,000 SHARES $ 41,320,312.50 $10,908.56
------------------------------------------ --------------------- -------------------- --------------------- ---------------------
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement is the number of
shares authorized to be issued under the Cymer, Inc. 1996 Stock Option Plan
and Cymer, Inc. 2000 Nonstatutory Stock Option Plan. The indicated number
of shares to be registered under the 1996 Stock Option Plan represents
additional shares issuable under this plan that are not covered by prior
registration statements.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee. The
computation is based upon the average of the high and low price of the
Common Stock as reported on the Nasdaq National Market on October 17,
2000.
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES.
Cymer, Inc. (the "Registrant") previously filed (i) a Registration
Statement on Form S-8 with the Securities and Exchange Commission (the
"Commission") on or about November 21, 1996 (SEC File No. 333-16559) (the "Cymer
1996 S-8"), filed in connection with Cymer, Inc. 1987 Stock Option Plan, 1996
Stock Option Plan, 1996 Director Option Plan and 1996 Employee Stock Purchase
Plan, and (ii) a Registration Statement on Form S-8 with the Commission on or
about November 18, 1998 (SEC File No. 333-67491) ("Cymer 1998 S-8") filed in
connection with Cymer, Inc. 1996 Stock Option Plan (the Cymer 1996 S-8 and the
Cymer 1998 S-8 shall collectively be referred to herein as the "Previous Forms
S-8"). This Registration Statement registers (i) additional shares of the
Registrant's Common Stock to be issued under the Cymer, Inc. 1996 Stock Option
Plan, as amended and (ii) shares of the Registrant's Common Stock to be issued
under the Cymer, Inc. 2000 Nonstatutory Stock Option Plan. The contents of the
Previous Forms S-8, including periodic reports that the Registrant filed, or
shall file, after the Previous Forms S-8 to maintain current information about
the Registrant, are incorporated by reference into this Registration Statement
pursuant to General Instruction E of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed by the
Registrant with the Commission are hereby incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the Commission on May 27, 2000 pursuant to Section
13 of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act").
(b) The Registrant's Current Report on Form 8-K, Commission File No.
000-21321, filed on April 5, 2000, reporting the dismissal of Deloitte
& Touche LLP as the Registrant's independent accountants, as of March
31, 2000.
The Registrant's Current Report on Form 8-K, Commission File No.
000-21321, filed on April 13, 2000, reporting the engagement of KPMG as
the Registrant's independent accountants to audit its financial
statements for the year ending December 31, 2000.
The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000, filed with the Commission on May 12, 2000
pursuant to Section 13 of the Exchange Act.
The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2000, filed with the Commission on August 11, 2000
pursuant to Section 13 of the Exchange Act.
(c) Items 1 and 2 of the Registrant's Registration Statement on Form 8-A
filed on September 6, 1996, pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
See Item 6 of the Cymer 1998 S-8, as incorporated by reference herein.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------- -----------------------------------------------------
<S> <C>
4.1 1996 Stock Option Plan including form of Stock Option
Agreement, as amended on February 24, 2000.
4.2 2000 Nonstatutory Stock Option Plan including form of
Stock Option Agreement.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, regarding the validity of
securities being registered.
23.1 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.2 Consent of Counsel (see Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
</TABLE>
ITEM 9. 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 that remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended (the "Securities Act") each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of 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 the
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 an 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 Delaware General Corporations Law, the
Certificate of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and its officers
and directors, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of San Diego, State of California, on this 19th day of
October, 2000.
CYMER, INC.
By: /s/ William A. Angus, III
----------------------------------------------
William A. Angus, III
Senior Vice President, Chief Financial Officer
and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William A. Angus, III and Robert P.
Akins, jointly and severally, his or her attorneys-in-fact, each with the power
of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his or her substitute or substitutes, may do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------------------------------------------- -------------------------------------- ------------------
<S> <C> <C>
/s/ Robert P. Akins President, Chief Executive Officer and October 19, 2000
--------------------------------------------- Chairman of the Board
Robert P. Akins
/s/ William A. Angus, III Senior Vice President, Chief Financial October 19, 2000
--------------------------------------------- Officer and Secretary
William A. Angus, III
/s/ Richard P. Abraham Director October 19, 2000
---------------------------------------------
Richard P. Abraham
/s/ Kenneth M. Deemer Director October 19, 2000
---------------------------------------------
Kenneth M. Deemer
/s/ Michael Gaulke Director October 19, 2000
---------------------------------------------
Michael Gaulke
/s/ Peter J. Simone Director October 19, 2000
---------------------------------------------
Peter J. Simone
/s/ Jon D. Tompkins Director October 19, 2000
---------------------------------------------
Jon D. Tompkins
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------- -----------------------------------------------------
<S> <C>
4.1 1996 Stock Option Plan including form of Stock Option
Agreement, as amended on February 24, 2000.
4.2 2000 Nonstatutory Stock Option Plan including form of
Stock Option Agreement.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, regarding the validity of
securities being registered.
23.1 Consent of Deloitte & Touche LLP, Independent
Auditors.
23.2 Consent of Counsel (see Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
</TABLE>
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