<PAGE>
As filed with the Securities and Exchange Commission on December 1, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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INTEGRATED MEASUREMENT SYSTEMS, INC.
(Exact name of registrant as specified in charter)
OREGON 93-0840631
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
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9525 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
503-626-7117
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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INTEGRATED MEASUREMENT SYSTEMS, INC.
2000 NONQUALIFIED STOCK OPTION PLAN
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KEITH L. BARNES
CHIEF EXECUTIVE OFFICER
INTEGRATED MEASUREMENT SYSTEMS, INC.
9525 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
503-626-7117
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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WITH COPIES TO:
GREGORY E. STRUXNESS, ESQ.
ATER WYNNE LLP
222 S.W. COLUMBIA, SUITE 1800
PORTLAND, OREGON 97201
(503) 226-1191
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
============================== ======================= =========================== ============================ =================
Title of Securities to Be Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share (1) Aggregate Offering Price (1) Registration Fee
============================== ======================= =========================== ============================ =================
Common Stock, par value $.01
per share .................. 750,000 shares $14.6016 $10,951,200.00 $2,891.12
============================== ======================= =========================== ============================ =================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price amounts are
based on the average of the high and low sales prices of the Registrant's Common
Stock as reported on the Nasdaq National Market System on November 30, 2000.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31,
1999 of Integrated Measurement Systems, Inc. (the "Company") filed with the
Securities and Exchange Commission (the "SEC") on March 30, 2000.
(b) Quarterly Report on Form 10-Q of the Company for the
quarter ended March 31, 2000 filed with the SEC on May 12, 2000, Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000 filed on August 14,
2000 and Quarterly Report on Form 10-Q for the quarter ended September 30,
2000 filed on November 13, 2000.
(c) Registration Statement on Form 8-A of the Company filed
with the SEC on June 21, 1995 and Registration Statement on Form 8-A filed
with the SEC on March 26, 1998.
(d) All documents filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 after the date of this Registration Statement and before the date of
filing of a post-effective amendment to this Registration Statement stating
that all securities offered have been sold or deregistering all securities
then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As an Oregon corporation the Company is subject to the Oregon Business
Corporation Act (the "OBCA") and the exculpation from liability and
indemnification provisions contained therein. Pursuant to Section 60.047(2)
of the OBCA, Article VI of the Company's Restated Articles of Incorporation
(the "Restated Articles") eliminates the liability of the Company's
directors to the Company or its shareholders, except for any liability
related to breach of the duty of loyalty, actions not in good faith and
certain other liabilities.
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Section 60.387 et seq. of the OBCA allows corporations to indemnify
their directors and officers against liability where the director or
officer has acted in good faith and with a reasonable belief that actions
taken were in the best interests of the corporation or at least not adverse
to the corporation's best interests and, if in a criminal proceeding, the
individual had no reasonable cause to believe the conduct in question was
unlawful. Under the OBCA, corporations may not indemnify against liability
in connection with a claim by or in the right of the corporation but may
indemnify against the reasonable expenses associated with such claims.
Corporations may not indemnify against breaches of the duty of loyalty. The
OBCA mandates indemnifications against all reasonable expenses incurred in
the successful defense of any claim made or threatened whether or not such
claim was by or in the right of the corporation. Finally, a court may order
indemnification if it determines that the director or officer is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director or officer met the good faith
and reasonable belief standards of conduct set forth in the statute.
The OBCA also provides that the statutory indemnification provisions
are not deemed exclusive of any other rights to which directors or officers
may be entitled under a corporation's articles of incorporation or bylaws,
any agreement, general or specific action of the board of directors, vote
of shareholders or otherwise.
The Company has entered into indemnity agreements with each of its
executive officers and directors. Each agreement provides for
indemnification of the indemnitee to the fullest extent by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
<S> <C>
5.1 Opinion of Ater Wynne LLP as to the legality of the securities being registered
23.1 Consent of Ater Wynne LLP (included in legal opinion filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.0 Powers of Attorney (included in signature page in Part II of the Registration Statement)
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<PAGE>
99.1 2000 Nonqualified Stock Option Plan
</TABLE>
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes
a. 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;
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
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 this Registration
Statement or any material change to such information in this Registration
Statement; provided, however, that subparagraphs (i) and (ii) do not apply
if the information required to be included in a post-effective amendment by
those subparagraphs 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.
b. That, for the purpose of determining liability under the
Securities 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.
c. 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.
d. That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this
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<PAGE>
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.
e. Insofar as indemnification for liabilities arising under
the Securities Act 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 SEC
such indemnification is against public policy as expressed in the
Securities 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 a director, officer or
controlling person in connection with 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 Securities Act and will be governed by
the final adjudication of such issue.
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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 authorized, in the City of Beaverton, State of Oregon, on the 1st
day of December, 2000.
INTEGRATED MEASUREMENT SYSTEMS, INC.
By /s/ Keith L. Barnes
---------------------------------
Keith L. Barnes
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Keith L. Barnes and Fred Hall and
each of them singly, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities to sign the registration
statement filed herewith and any or all amendments to said registration
statement (including post-effective amendments), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Witness our hands on the date set forth below.
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 dates indicated.
[Signatures on following page]
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <S>
/s/ Keith L. Barnes Chief Executive Officer and Chairman 12/1/00
------------------------------- of the Board (Principal Executive Officer)
Keith L. Barnes
/s/ Fred Hall Chief Financial Officer, Treasurer and 12/1/00
------------------------------- Secretary (Principal Financial Officer)
Fred Hall
/s/ Michael Bosworth Director 12/1/00
-------------------------------
Michael Bosworth
/s/ Thomas R. Franz Director 12/1/00
-------------------------------
Thomas R. Franz
/s/ Paul A. Gary Director 12/1/00
-------------------------------
Paul A. Gary
/s/ C. Scott Gibson Director 12/1/00
-------------------------------
C. Scott Gibson
/s/ Milton R. Smith Director 12/1/00
-------------------------------
Milton R. Smith
/s/ James E. Solomon Director 12/1/00
-------------------------------
James E. Solomon
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number Exhibit No.
------- ------- ----
<S> <C>
5.1 Opinion of Ater Wynne LLP as to the legality of the securities being registered
23.1 Consent of Ater Wynne LLP (included in legal opinion filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.0 Powers of Attorney (included in signature page in Part II of the Registration
Statement)
99.1 2000 Nonqualified Stock Option Plan
</TABLE>
