As filed with the Securities and Exchange Commission on November 16, 2000
Registration No. 333-_________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Key Technology, Inc.
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oregon 93-0822509
----------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
of incorporation or organization) Identification No.)
150 Avery Street
Walla Walla, Washington 99362
----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
1996 Employees' Stock Option Plan
----------------------------------------------------------------------
(Full title of the plan)
Thomas C. Madsen
150 Avery Street
Walla Walla, Washington 99362
(509) 529-2161
----------------------------------------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C>
------------------------ ----------------------- ------------------------- ---------------------------
| Title of securities | | Amount to be | | Proposed | | Amount of registration |
| to be registered | | registered(1) | | maximum | | fee(2) |
| | | | | aggregate offering | | |
| | | | | price | | |
| | | | | | | |
|------------------------| |-----------------------| | ------------------------| |---------------------------|
| Common Stock, | | 1,000,000 shares | | $8,916,585.00 | | $2,353.98 |
| no par value | | | | | | |
| | | | | | | |
------------------------ ----------------------- ------------------------- ---------------------------
</TABLE>
(1) This filing registers an additional 1,000,000 shares of the Company's Common
Stock reserved for issuance under the Company's 1996 Employees' Stock Option
Plan (the "Plan"), for which a Form S-8 Registration Statement previously was
filed (Registration No. 33-71108).
1
<PAGE>
(2) Based upon (a) the actual prices for 537,350 shares of the Company's Common
Stock subject to previously granted options (which are exercisable at prices
ranging from $8.19 per share to $20.00 per share, based upon the market value of
each option on the date of grant), and (b) the estimated proposed maximum
offering price of $6.75 per share for 462,650 shares of the Company's Common
Stock reserved for issuance under the 1996 Employees' Stock Option Plan,
estimated solely for purposes of calculating the registration fee, based upon
the average of the high sales price ($6.9375) and the low sales price ($6.5625)
of the Common Stock on November 10, 2000, as reported by the Nasdaq National
Market.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Form S-8 Registration Statement (Registration No.
33-71108) previously filed to register 250,000 shares of Common Stock under the
Plan are incorporated herein by reference. This Registration Statement is being
filed to register 1,000,000 additional shares of the Company's Common Stock now
available for issuance under the Plan.
The Plan was amended in 1996 to increase the number of shares reserved
under the Plan from 250,000 to 750,000 shares. The name of the Plan was changed
at that time from the 1989 Employees' Stock Option Plan to the 1996 Employees'
Stock Option Plan. The Plan was amended in 2000 to increase the number of shares
reserved from 750,000 shares to 1,250,000 shares.
This Registration Statement has been prepared in accordance with
General Instruction E to Form S-8 for the purpose of registering additional
securities of the same class for which a registration statement on Form S-8
relating to the same benefit plan is effective (Registration No. 33-71108).
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
3
<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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Walla Walla, State of Washington on
November 14, 2000.
KEY TECHNOLOGY, INC.
By: /s/ Thomas C. Madsen
-------------------------------------
Thomas C. Madsen,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints Thomas C. Madsen his true and
lawful attorney-in-fact and agent, with full power of substitution, for him in
any and all capacities, to sign any and all registration statements on Form S-8
for the registration of the shares of common stock, no par value, of the
Corporation to be issued pursuant to the 1996 Employees' Stock Option Plan, and
for the registration of the shares of common stock acquired by certain officers
and directors of the Corporation pursuant to the exercise of stock options, and
to sign any and all amendments or post-effective amendments to such registration
statement, including amendments or supplements to the prospectus contained in
any such registration statement and the addition or amendment of exhibits and
other documents in connection therewith, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorney and agent full power and
authority to do any and all acts and things necessary or advisable in connection
with such matters, and hereby ratifying and confirming all that the attorney and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Capacities Date
--------- ---------- ----
/s/ Thomas C. Madsen
------------------------
Thomas C. Madsen Chairman, President, Chief November 14, 2000
Executive Officer and
Director
/s/ Gordon Wicher
------------------------
Gordon Wicher Vice President of Specialized November 14, 2000
Conveying Systems,
Secretary and Director
/s/ Harold R. Frank
------------------------
Harold R. Frank Director November 14, 2000
/s/ Michael L. Shannon
------------------------
Michael L. Shannon Director November 14, 2000
------------------------
John E. Pelo Director November 14, 2000
/s/ Peter H. Van Oppen
------------------------
Peter H. Van Oppen Director November 14, 2000
/s/ Rodger A. VanVoorhis
------------------------
Rodger A. VanVoorhis Director November 14, 2000
/s/ Ted R. Sharp
------------------------
Ted R. Sharp Chief Financial Officer November 14, 2000
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Exhibit
-------------- -------
5.1 Opinion of Tonkon Torp LLP
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of Tonkon Torp LLP (included in Exhibit 5.1)
24.1 Power of Attorney (see page 4)
Other exhibits listed in Item 601 of Regulation S-K are not applicable.
6
