<PAGE>
As filed with the Securities and Exchange Commission on October 23, 2000
Registration No. 333-_____________
================================================================================
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)
_______________________
GAMMA PRECISION TECHNOLOGY, INC. 1998 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>
Aggregate
Amount to be Offering Price Offering Amount of
Title of Securities to be Registered Registered(1) per Share(2) Price(2) Registration Fee
================================================================================================================
<S> <C> <C> <C> <C>
Gamma Precision Technology, Inc. 64,774 shares $3.06 $198,208.44 $52.33
1998 Stock Option Plan
(as assumed by Registrant)
------------------------
Common Stock, $0.001 par value
----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the Gamma
Precision Technology 1998 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 weighted
average exercise price of the outstanding options.
<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
"Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1999 filed with the Commission on December 23,
1999, pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "1934 Act");
(b) 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 Commission on February 8, 2000, May 9, 2000 and
August 8, 2000, respectively;
(c) The Registrant's Current Report on Form 8-K filed with the
Commission on September 27, 2000;
(d) The Registrant's Registration Statement No. 000-23372 on Form 8-A
filed with the Commission 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 Commission 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 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 de-registers 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
<PAGE>
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 us 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 us for grossly negligent conduct, including conduct in
situations involving attempted takeovers. No claim or litigation is currently
pending against the Registrant's directors that would be affected by the
limitation of liability.
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
--------
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 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 Gamma Precision Technology, Inc. 1998 Stock Option Plan (as
Assumed by Registrant).
99.2 Gamma Precision Technology, Inc. Form of Stock Option
Agreement.
99.3 Form of Option Assumption 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 Gamma Precision Technology, Inc. 1998 Stock Option
Plan (as Assumed by Registrant).
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 23rd 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, President and Chief Executive Officer, and Rammy Rasmussen, Vice
President of Finance and Chief Financial Officer, and each of them, the lawful
attorneys-in-fact and agents, with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine 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 one 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 23, 2000
------------------ Director (Principal Executive Officer)
Asuri Raghavan
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Rammy Rasmussen Vice President of Finance and October 23, 2000
---------------------- Chief Financial Officer
Rammy Rasmussen (Principal Financial and Accounting Officer)
/s/ David Toole Chairman of the Board of Directors October 23, 2000
----------------------
David Toole
_______________________ Director
Monte M. Toole
_______________________ Director
Kenneth L. Schroeder
_______________________ Director
Joseph Van Poppelen
/s/ Kenneth M. Thompson Director October 23, 2000
------------------------
Kenneth M. Thompson
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
-------------
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 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 Gamma Precision Technology, Inc. 1998 Stock Option Plan (as
Assumed by Registrant).
99.2 Gamma Precision Technology, Inc. Form of Stock Option Agreement.
99.3 Form of Option Assumption Agreement.
