As filed with the Securities and Exchange Commission on July 25, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
FEI COMPANY
(Exact name of registrant as specified in its charter)
---------------
OREGON 93-0621989
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
7451 NW Evergreen Parkway
Hillsboro, Oregon 97124-5830
(Address of Principal (Zip Code)
Executive Offices)
---------------
FEI Company
1995 Stock Incentive Plan
(Full title of plan)
William G. Langley
President
FEI Company
7451 NW Evergreen Parkway
Hillsboro, OR 97124-5830
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 640-7500
Copy to:
Robert J. Moorman
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------
Proposed Proposed Amount
Maximum Maximum of
Amount Offering Aggregate Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share(1) Price(1) Fee
- ------------------- ---------- -------- -------- -------
<S> <C> <C> <C> <C>
Common Stock, 300,000 Shares $11.13 $3,340,349.56 $1,152
no par value
- ------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. Of the
shares to be registered, 186,351 shares are subject to options with an
aggregate exercise price of $2,452,466.75. The calculation of the
registration fee for the balance of the shares is based on $7.8125,
which was the average of the high and low prices of the Common Stock
on July 24, 1996 as reported in The Wall Street Journal for Nasdaq
National Market issues.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by FEI Company (the "Company") with
the Securities and Exchange Commission are incorporated herein by
reference:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of
1933 that contains audited consolidated financial statements for the
Company's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Company
contained in the Company's registration statement filed under Section
12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and 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.
-----------------------------------------
Article VI of the Company's Second Amended and Restated Articles
of Incorporation (the "Articles"), requires indemnification of current or
former directors or officers of the Registrant to the fullest extent not
prohibited by the Oregon Business
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<PAGE>
Corporation Act (the "Act"). The effects of the Articles and the Act (the
"Indemnification Provisions") are summarized as follows:
(a) The Indemnification Provisions grant a right of
indemnification in respect of any action, suit or proceeding (other
than an action by or in the right of the Company) against expenses
(including attorney fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred, if the person concerned
acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the Company, was not
adjudged liable on the basis of receipt of an improper personal
benefit and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. The termination
of an action, suit or proceeding by judgment, order, settlement,
conviction or plea of nolo contendere does not, of itself, create a
presumption that the person did not meet the required standards of
conduct.
(b) The Indemnification Provisions grant a right of
indemnification in respect of any action or suit by or in the right of
the Company against the expenses (including attorney fees) actually
and reasonably incurred if the person concerned acted in good faith
and in a manner the person reasonably believed to be in or not opposed
to the best interests of the Company, except that no right of
indemnification will be granted if the person is adjudged to be liable
to the Company.
(c) Every person who has been wholly successful on the merits of a
controversy described in (a) or (b) above is entitled to
indemnification as a matter of right.
(d) Because the limits of permissible indemnification under Oregon
law are not clearly defined, the Indemnification Provisions may
provide indemnification broader than that described in (a) and (b).
(e) The Company may advance to a director or officer the expenses
incurred in defending any action, suit or proceeding in advance of its
final disposition if the director or officer affirms in good faith
that he or she has met the standard of conduct to be entitled to
indemnification as described in (a) or (b) above and undertakes to
repay any amount advanced if it is determined that the person did not
meet the required standard of conduct.
The Registrant may obtain insurance for the protection of its
directors and officers against any liability asserted against them in their
official capacities. The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the persons
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or otherwise.
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<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company
has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
4.1 Second Amended and Restated Articles of Incorporation
of the Company (incorporated by reference to Exhibit
3.1 to the Company's Registration Statement on Form
S-1, File No. 33-71146 (the "1995 S-1")).
4.2 Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the 1995 S-1).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total
II-3
<PAGE>
dollar value of the securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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 the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
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<PAGE>
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 Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Hillsboro, State of Oregon, on
July 19, 1996.
FEI COMPANY
By WILLIAM G. LANGLEY
------------------------------------
William G. Langley,
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 19, 1996.
Signature Title
--------- -----
*LYNWOOD W. SWANSON Chairman of the Board, Chief
- ---------------------------------- Executive Officer and Chief Scientist
Lynwood W. Swanson, Ph.D. (Principal Executive Officer)
WILLIAM G. LANGLEY President, Chief Financial Officer,
- ---------------------------------- Operating Officer, Assistant
William G. Langley Secretary, Assistant Treasurer and
Director (Principal Financial Officer)
II-5
<PAGE>
*FREDERICK A. M. GORDON Chief Accounting Officer and
- ---------------------------------- Controller (Principal Accounting
Frederick A. M. Gordon Officer)
*CHARLES T. RIDDLE Executive Vice President -
- ---------------------------------- Strategic Planning and Director
Charles T. Riddle
*NOEL A. MARTIN Vice President, Assistant Secretary,
- ---------------------------------- Assistant Treasurer and Director
Noel A. Martin
*LLOYD R. SWENSON Secretary, Treasurer and Director
- ----------------------------------
Lloyd R. Swenson
*JOHN C. BECKMAN Director
- ----------------------------------
John C. Beckman
*EDWARD H. COOLEY Director
- ----------------------------------
Edward H. Cooley
*GREGORY J. HOUSER Director
- ----------------------------------
Gregory J. Houser
*DONALD R. VANLUVANEE Director
- ----------------------------------
Donald R. VanLuvanee
*By WILLIAM G. LANGLEY
------------------------------------
William G. Langley, Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.1 Second Amended and Restated Articles
of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1,
File No. 33-71146 (the "1995 S-1")).
4.2 Restated Bylaws of the Company
(incorporated by reference to Exhibit 3.2
to the 1995 S-1).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
July 24, 1996
Board of Directors
FEI Company
7451 NW Evergreen Parkway
Hillsboro, Oregon 97006-6063
We have acted as counsel for FEI Company (the "Company") in connection
with the filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, covering 300,000
shares of common stock (the "Shares") of the Company issuable in connection
with the Company's 1995 Stock Incentive Plan (the "Plan"). We have reviewed
the corporate actions of the Company in connection with this matter and
have examined those documents, corporate records, and other instruments we
deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant to
the Plan and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of the FEI Company 1995 Stock Incentive Plan on Form S-8 of our reports
dated January 19, 1996, appearing in the Annual Report on Form 10-K of FEI
Company for the year ended December 31, 1995 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Portland, Oregon
July 23, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
(FEI Company 1995 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of FEI COMPANY, does hereby constitute and appoint LYNWOOD
W. SWANSON, WILLIAM G. LANGLEY and FREDERICK A. M. GORDON and each of them,
his true and lawful attorney and agent to do any and all acts and things
and to execute in his name (whether on behalf of FEI Company or as an
officer or director of said Company, or otherwise) any and all instruments
which said attorney and agent may deem necessary or advisable in order to
enable FEI Company to comply with the Securities Act of 1933, as amended,
and any requirements of the Securities and Exchange Commission in respect
thereof, in connection with the registration under the Securities Act of
1933, as amended, of shares of Common Stock of FEI Company issuable
pursuant to the 1995 Stock Incentive Plan, including specifically, but
without limitation thereto, power and authority to sign his name (whether
on behalf of FEI Company or as an officer or director of said Company, or
otherwise) to a Registration Statement on Form S-8 and any amendment
thereto (including any post-effective amendment) or application for
amendment thereto in respect to such Common Stock or any exhibits filed
therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
DATED: July 17, 1996
LYNWOOD W. SWANSON LLOYD R. SWENSON
- ---------------------------------- ----------------------------------
Lynwood W. Swanson Lloyd R. Swenson
JOHN BECKMAN NOEL A. MARTIN
- ---------------------------------- ----------------------------------
John Beckman Noel A. Martin
WILLIAM G. LANGLEY EDWARD H. COOLEY
- ---------------------------------- ----------------------------------
William G. Langley Edward H. Cooley
CHARLES RIDDLE GREGORY J. HOUSER
- ---------------------------------- ----------------------------------
Charles Riddle Gregory J. Houser
FREDERICK A. M. GORDON DONALD R. VANLUVANEE
- ---------------------------------- ----------------------------------
Frederick A. M. Gordon Donald R. VanLuvanee
