<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTEGRATED MEASUREMENT SYSTEMS, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
OREGON 3825 93-0840631
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
9525 S.W. GEMINI DRIVE, BEAVERTON, OREGON 97008
(503) 626-7117
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
KEITH L. BARNES
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTEGRATED MEASUREMENT SYSTEMS, INC.
9525 S.W. GEMINI DRIVE, BEAVERTON, OREGON 97008
(503) 626-7117
(Name, address, including zip code and telephone number,
including area code, of agent for service)
--------------------------
WITH COPIES TO:
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<S> <C>
WILLIAM C. CAMPBELL, Esq. MARK A. BERTELSEN, Esq.
STEPHEN M. GOING, Esq. RICHARD J. HART, Esq.
Ater Wynne Hewitt Dodson & Skerritt, LLP BETSEY SUE, Esq.
222 S.W. Columbia, Suite 1800 Wilson Sonsini Goodrich & Rosati
Portland, Oregon 97201 Professional Corporation
(503) 226-1191 650 Page Mill Road
Palo Alto, California 94304
(415) 493-9300
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / X / 333-20495
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING PRICE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (3) (1)(3) REGISTRATION FEE (2)
<S> <C> <C> <C> <C>
Common Stock, $.01 par value.......... 172,500 shares $21.25 $3,665,625 $1,111
</TABLE>
(1) Includes 22,500 shares subject to the Underwriters' over-allotment option.
(2) 1,725,000 shares were registered under Securities Act Registration Statement
No. 333-20495, whereby a filing fee of $10,455 was previously paid with such
earlier registration statement.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices
reported on the Nasdaq National Market on February 13, 1997.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by Integrated Measurement
Systems, Inc. (the "Company"). In accordance with Rule 429 under the Securities
Act, this Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-1 (Registration No. 333-20495) which was
declared effective by the Commission on February 13, 1997 relating to the
offering of up to 1,500,000 shares of Common Stock of the Company plus up to
225,000 shares that may be sold pursuant to the Underwriters' over-allotment
option.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on February 14, 1997), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than February 14,
1997.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Beaverton, State of
Oregon, on the 13th day of February, 1997.
INTEGRATED MEASUREMENT SYSTEMS, INC.
By: /s/ KEITH L. BARNES
---------------------------------------
Keith L. Barnes
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed by the following persons in the
capacities indicated on February 13, 1997.
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<CAPTION>
SIGNATURE TITLE
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<S> <C>
/s/ KEITH L. BARNES
-------------------------------------- President, Chief Executive Officer and
Keith L. Barnes Director (Principal Executive Officer)
/s/ SAR RAMADAN
-------------------------------------- Chief Financial Officer (Principal
Sar Ramadan Financial and Accounting Officer)
*
-------------------------------------- Chairman of the Board
H. Raymond Bingham
*
-------------------------------------- Director
C. Scott Gibson
*
-------------------------------------- Director
James M. Hurd
*
-------------------------------------- Director
James E. Solomon
</TABLE>
* By: /s/ KEITH L. BARNES
-----------------------
Keith L. Barnes
Attorney-in-Fact
3
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C>
5.1 Opinion of Ater Wynne Hewitt Dodson & Skerritt as to the legality of the securities being
registered..................................................................................
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt (included in legal opinion filed as Exhibit
5.1)........................................................................................
23.2 Consent of Arthur Andersen LLP..............................................................
*24.1 Powers of Attorney .........................................................................
</TABLE>
* Incorporated by reference to the Registration Statement on Form S-1
(File No. 333-20495) filed by Integrated Measurement Systems, Inc. on
January 27, 1997.
<PAGE>
EXHIBIT 5.1
ATER WYNNE HEWITT DODSON & SKERRITT, LLP
222 S.W. Columbia, Suite 1800
Portland, Oregon 97201
(503) 226-1191 (Phone)
(503) 226-0079 (Fax)
January 24, 1997
Board of Directors
Integrated Measurement Systems, Inc.
9525 S.W. Gemini Drive
Beaverton, OR 97008
We have examined the Registration Statement on Form S-1 (Registration No.
333-20495) filed with the Securities and Exchange Commission (the
"Commission") and declared effective on February 13, 1997 (the "Initial
Registration Statement") and the Registration Statement on Form S-1 to be
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
by you with the Commission on February 14, 1997 (as such may be further
amended or supplemented, collectively with the Initial Registration
Statement, the "Registration Statements"), in connection with the
registration under the Securities Act of 1933, as amended, of up to an
aggregate of 1,897,500 shares (including an over-allotment option granted to
the Underwriters to purchase 247,500 shares) of your Common Stock, par value
$.01 per share (the "Shares") to be sold pursuant to the terms of an
underwriting agreement (the "Underwriting Agreement") to be entered into by
and among the Company, a shareholder of the Company, and Morgan Stanley & Co.
Incorporated, Cowen & Company and SoundView Financial Group, Inc., as
representatives of the several underwriters. We have examined such corporate
records, certificates of public officials and officers of the Company and
other documents as we have considered necessary or proper for the purpose of
this opinion.
Based on the foregoing and having regard to legal issues which we deem
relevant, it is our opinion that the Shares to be sold pursuant to the
Underwriting Agreement, when such Shares have been delivered against payment
therefor as contemplated by the Underwriting Agreement, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned Registration Statements and to the reference to this firm
under the caption "Legal Matters" in the prospectus constituting a part of
the Registration Statements. In giving such consent, we do not hereby admit
that we are in the category of persons whose consent is required to be filed
pursuant to Section 7 of the Securities Act of 1933, as amended, or the rules
thereunder. This opinion has been prepared solely for your use in connection
with the Registration Statement and should not be quoted in whole or in part
or otherwise be referred to, nor be relied upon by, nor be filed with or
furnished to any governmental agency or other person or entity, except as
otherwise provided in this paragraph, without the prior written consent of
this firm.
Very truly yours,
/s/ Ater Wynne Hewitt Dodson & Skerritt, LLP
ATER WYNNE HEWITT DODSON & SKERRITT, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports and to all references to our firm included in or made a part of the
Registration Statement on Form S-1 (No. 333-20495) and related Prospectus of
Integrated Measurement Systems, Inc. all of which are incorporated by
reference in this Registration Statement on Form S-1 of Integrated
Measurement Systems, Inc.
ARTHUR ANDERSEN LLP
Portland, Oregon
February 12, 1997
