<PAGE>
As filed with the Securities and Exchange Commission on October 13, 2000
Registration No.333-_____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________
GASONICS INTERNATIONAL CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 94-2159729
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
404 East Plumeria Drive
San Jose, CA 95134-1912
(Address of principal executive offices) (Zip Code)
________
GASONICS INTERNATIONAL CORPORATION
SUPPLEMENTAL STOCK OPTION PLAN
(Full title of the plans)
________
Asuri Raghavan
Chief Executive Officer and President
Gasonics International Corporation
404 East Plumeria Drive
San Jose, CA 95134-1912
(Name and address of agent for service)
(408) 570-7400
(Telephone number, including area code, of agent for service)
________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered(1) per Share(2) Price(2) Registration Fee
==================================================================================================================================
<S> <C> <C> <C> <C>
Gasonics International Corporation
Supplemental Stock Option Plan
------------------------------
Common Stock, $0.001 par value 200,000 shares $11.22 $2,244,000.00 $592.42
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the Gasonics
International Corporation Supplemental Stock Option Plan by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results in
an increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of the Registrant's Common Stock on
October 11, 2000 as reported by the Nasdaq National Market.
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
Gasonics International Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1999 filed with the SEC on December 23, 1999,
pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act");
(b) The Registrant's Current Report on Form 8-K for the period date
September 13, 2000 filed with the SEC on September 27, 2000;
(c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1999, March 31, 2000 and June 30, 2000
filed with the SEC on February 8, 2000, May 9, 2000 and August 8,
2000, respectively;
(d) The Registrant's Registration Statement No. 000-23372 on Form 8-A
filed with the SEC on February 4, 1994 pursuant to Section 12 of the
1934 Act, together with Amendment No. 1 to the Form 8-A filed with
the SEC on March 9, 1994, in which there is described the terms,
rights and provisions applicable to the Registrant's outstanding
Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Capital Stock
----------------------------
Inapplicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Inapplicable.
II-1
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Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Registrant has adopted provisions in its Amended and Restated
Certificate of Incorporation that limit the liability of its directors in
certain instances. As permitted by the Delaware General Corporation Law,
directors will not be liable to the Registrant for monetary damages arising from
a breach of their fiduciary duty as directors in certain circumstances. Such
limitation does not affect liability for any breach of a director's duty to the
Registrant or its stockholders (i) with respect to approval by the director of
any transaction from which he derives an improper personal benefit, (ii) with
respect to acts or omissions involving an absence of good faith, that he
believes to be contrary to the Registrant's best interests or the best interest
of the Registrant's stockholders, that involve intentional misconduct or a
knowing and culpable violation of law, that constitute an unexcused pattern of
inattention that amounts to an abdication of his duty to the Registrant or its
stockholders, or that show a reckless disregard for his duty to the Registrant
or its stockholders in circumstances in which he was, or should have been,
aware, in the ordinary course of performing his duties, of a risk of serious
injury to the Registrant or its stockholders, or (iii) based on transactions
between the Registrant and its directors or another corporation with
interrelated directors or on improper distributions, loans, or guarantees under
applicable sections of the Delaware General Corporation Law. Such limitation of
liability also does not affect the availability of equitable remedies such as
injunctive relief or rescission, although in certain circumstances equitable
relief may not be available as a practical matter. The limitation may relieve
the directors of monetary liability to the Registrant for grossly negligent
conduct, including conduct in situations involving attempted takeovers.
The Registrant's Amended and Restated Certificate of Incorporation and
Bylaws provide that the Registrant shall indemnify its directors and may
indemnify its officers to the fullest extent permitted by Delaware law,
including circumstances in which indemnification is otherwise discretionary
under Delaware law. The Registrant had entered into separate indemnification
agreements with its directors and officers, which may require the Registrant,
among other things, to indemnify the directors and officers against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified. To the extent the Registrant
may be required to make substantial payments under the indemnification
agreements that are not covered by insurance, the Registrant's available cash
and stockholder's equity would be adversely affected.
Item 7. Exemption from Registration Claimed
-----------------------------------
Inapplicable.
Item 8. Exhibits
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Exhibit Number Exhibit
-------------- -------
4.0 Instruments Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 000-23372 on Form 8-
A, and the exhibits thereto, and Amendment No. 1 thereto, which
are incorporated herein by reference pursuant to Item 3(d) of
this Registration Statement.
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Gasonics International Corporation Supplemental Stock Option
Plan.
99.2 Form of Stock Option Agreement.
II-2
<PAGE>
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, as
amended (the "1933 Act"), (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
--------
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 1934 Act that are
incorporated by reference into the registration statement; (2) that for the
purpose of determining any liability under the 1933 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; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold upon the termination of the Registrant's
Supplemental Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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 1933 Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the indemnification provisions summarized
in Item 6 above or otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the 1933 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 1933 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Jose, State of California, on this 13th day
of October, 2000.
GASONICS INTERNATIONAL CORPORATION
By /s/ Asuri Raghavan
__________________________________________
Asuri Raghavan
President, Chief Executive Officer and
Director
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of GASONICS INTERNATIONAL
CORPORATION, a Delaware corporation, do hereby constitute and appoint Asuri
Raghavan and Rammy Rasmussen, and each of them, the lawful attorneys and agents,
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorney and agent determines may be
necessary or advisable or required to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules or regulations or requirements
of the Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and post-
effective, and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents, or
any of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ ASURI RAGHAVAN
_____________________ President, Chief Executive Officer and October 13, 2000
Asuri Raghavan Director (Principal Executive Officer)
/s/ RAMMY RASMUSSEN
_____________________ Vice President of Finance and October 13, 2000
Rammy Rasmussen Chief Financial Officer
(Principal Financial and Accounting Officer)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ DAVID TOOLE
________________________________ Chairman of the Board of Directors October 13, 2000
David Toole
/s/ MONTE M. TOOLE
________________________________ Director October 13, 2000
Monte M. Toole
/s/ KENNETH L. SCHROEDER
_______________________________ Director October 13, 2000
Kenneth L. Schroeder
/s/ JOSEPH VAN POPPELEN
_______________________________ Director October 13, 2000
Joseph Van Poppelen
/s/ KENNETH M. THOMPSON
_______________________________ Director October 13, 2000
Kenneth M. Thompson
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
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Exhibit
Number Exhibit
------ -------
4.0 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 000-23372 on Form 8-A,
and the exhibits thereto, and Amendment No. 1 thereto, which are
incorporated herein by reference pursuant to Item 3(d) of this
Registration Statement.
5.0 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24.0 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Gasonics International Corporation Supplemental Stock Option
Plan.
99.2 Form of Stock Option Agreement.
