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As filed with the Securities and Exchange Commission on November 24, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
SPEEDFAM INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
Illinois 36-2421613
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
305 North 54th Street 85226
Chandler, Arizona (Zip Code)
(Address of principal executive offices)
1995 EMPLOYEE STOCK PURCHASE PLAN
OF SPEEDFAM INTERNATIONAL, INC.
(Full title of the plan)
Roger K. Marach Copies of Communications to:
Treasurer, Assistant Secretary Jonathan A. Koff
and Chief Financial Officer Chapman and Cutler
305 North 54th Street 111 West Monroe Street
Chandler, Arizona Chicago, Illinois 60603
(602) 705-2100 (312) 845-3000
(Name, address and telephone
number of agent for service)
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE REGISTERED TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED(1) OFFERING AGGREGATE FEE
PRICE PER OFFERING
SHARE(2) PRICE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock without par value.............. 500,000 Shares $14.72 $7,360,000 $2,047
======================================================================================================================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers an
indeterminate number of shares as may be issued as a result of the
anti-dilution provisions of the Plan.
(2) Pursuant to Rule 457(c) and (h), the proposed maximum offering price per
share and maximum aggregate offering price and amount of registration fee
are calculated based upon a price per share of $14.72, the average of the
high and low price for the shares of SpeedFam International, Inc. Common
Stock as reported by the Nasdaq Stock Market National Market System on
November 19, 1998, a date within five business days prior to the date of
filing the Registration Statement.
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EXPLANATORY NOTE
This Registration Statement is being filed by SpeedFam International,
Inc. (the "Company"), pursuant to General Instruction E to Form S-8, with
respect to the registration of additional securities of the same class as other
securities for which the Company's Registration Statement on Form S-8
(Registration No. 33-98026) relating to the 1995 Employee Stock Purchase Plan of
SpeedFam International, Inc. (the "1995 Purchase Plan") was filed with the
Securities and Exchange Commission (the "Commission") on October 11, 1995, and
which is incorporated herein by reference. On October 8, 1998, the shareholders
of the Company approved an increase in the maximum number of shares of the
Company's Common Stock which shall be available for sale under the 1995 Purchase
Plan from 500,000 shares to 1,000,000 shares. The additional 500,000 shares are
being registered under this Registration Statement.
In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement.
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents which have been filed with the Securities and
Exchange Commission by the Company pursuant to the Securities Exchange Act of
1934 ("1934 Act") are incorporated herein by reference:
(a) The Company's Registration Statement on Form S-8
(Registration No. 33-98026).
(b) The Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1998 (1934 Act File No. 0-26784).
(c) The Company's Quarterly Report on Form 10-Q filed October
15, 1998 (1934 Act File No. 0-26784).
(d) The description of the Company's Common Stock which is
contained in the Company's Form 8-A (File No. 0-26784) filed with the
Commission on September 18, 1995.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such 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 such documents.
II-1
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Item 5. Interest of Named Experts and Counsel
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Chapman and Cutler, Chicago, Illinois. Mr.
Charles A. Kelly, a partner of Chapman and Cutler, serves as Secretary of the
Company and owns 60,000 shares of the Company's Common Stock. In addition, Mr.
Kelly has sole voting and dispositive power over 627,070 shares of Common Stock
held in the Nancy Jo Farley Trust, a revocable trust, of which he serves as
co-trustee. Mr. Kelly also shares voting and dispositive power over 691,380
shares of Common Stock held in the Makoto Kouzuma Trust, a revocable trust, of
which he serves as co-trustee and over 168,380 shares of Common Stock held in
the SpeedFam Employees Profit Sharing Trust, of which he serves as co-trustee.
Item 6. Indemnification of Directors and Officers
Section 8.75 of the Illinois Business Corporation Act of 1983, as
amended, sets forth the conditions and limitations governing the indemnification
of officers, directors, and other persons. The Company's bylaws provide for
indemnification by the Company of directors, officers, employees or agents of
the Company to the full extent permitted by the above-mentioned section of the
Act.
In addition, the Company maintains a directors' and officers' liability
insurance policy to insure its liability under the above-described provision of
its bylaws and to insure its individual directors and officers against certain
obligations not covered by such provisions.
Item 8. Exhibits
The following exhibits are submitted herewith or incorporated by
reference herein.
EXHIBIT DESCRIPTION
NUMBER
4.1 First Amendment to the 1995 Employee Stock Purchase Plan of
SpeedFam International, Inc.
4.2 1995 Employee Stock Purchase Plan of SpeedFam International,
Inc.
4.3 Specimen Certificate
5.1 Opinion of Chapman and Cutler
24.1 Consent of Chapman and Cutler
24.2 Consent of KPMG Peat Marwick LLP
25.1 Power of Attorney
II-2
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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; and
(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.
(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 the purpose
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 Securities Act of 1933 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
Securities Act of 1933 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 duly
authorized, in the Town of Chandler, State of Arizona, on November 24, 1998.
SPEEDFAM INTERNATIONAL, INC.
By /s/ Roger K. Marach
-----------------------------------------------------
Roger K. Marach,
Treasurer, Assistant Secretary
and Chief Financial Officer
(Principal financial and accounting officer)
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Roger K. Marach and Richard J. Faubert, and each of them, his true and
lawful attorneys-in-fact and agents, with full power and substitution and
resubstitution for him or her in his or her name, place and stead, in any and
all capacities to sign any and all pre-effective and/or post-effective
amendments to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission under the Securities Act of 1933.
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 November 24, 1998.
SIGNATURE TITLE
/s/ James N. Farley
James N. Farley Chairman and Director
/s/ Richard J. Faubert
Richard J. Faubert President, Chief Executive Officer
and Director
(principal executive officer)
/s/ Makoto Kouzuma
Makoto Kouzuma Vice Chairman and Director
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/s/ Roger K. Marach
Roger K. Marach Treasurer, Assistant Secretary and
Chief Financial Officer
(principal financial officer)
/s/ Neil R. Bonke
Neil R. Bonke Director
Stuart L. Meyer Director
/s/ Robert M. Miller
Robert M. Miller Director
Richard S. Hill Director
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Exhibit Index
EXHIBIT DESCRIPTION
NUMBER
4.1 First Amendment of the 1995 Employee Stock Purchase Plan of
SpeedFam International, Inc.................................
4.2 1995 Employee Stock Purchase Plan of SpeedFam
International, Inc. (filed as Exhibit 10.11 to the
Company's Registration Statement on Form S-1 (Registration
No. 33-95628), and incorporated herein by reference)........
4.3 Specimen Certificate (filed as an exhibit to the Company's
Form 8-A (File No. 0-26784) filed with the Commission on
September 18, 1995, and incorporated herein by reference)...
5.1 Opinion of Chapman and Cutler...............................
24.1 Consent of Chapman and Cutler (included in Exhibit 5.1).....
24.2 Consent of KPMG Peat Marwick LLP............................
25.1 Power of Attorney (set forth on page II-4 of this
Registration Statement).....................................
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Exhibit 4.1
FIRST AMENDMENT
TO THE
1995 EMPLOYEE STOCK PURCHASE PLAN OF
SPEEDFAM INTERNATIONAL, INC.
Pursuant to Section 15 of the 1995 Employee Stock Purchase Plan of
SpeedFam International, Inc. (the "Plan"), the Plan is hereby amended, effective
as of October 8, 1998, as follows:
1. Paragraph 10.(a) shall be amended by substituting "1,000,000"
for "500,000."
2. Section 11 shall be amended to read as follows:
Section 11. Administration. The Plan shall be administered by
the Board of the Company or a committee of members of the Board
appointed by the Board. The administration, interpretation or
application of the Plan by the Board or its committee shall be final,
conclusive and binding upon all participants. If a Committee is
established to administer the Plan, the Committee shall consist solely
of two or more members of the Board, each of whom shall qualify as a
"non-employee director" to administer the Plan as contemplated by Rule
16b-3, as amended, or other applicable rules under Section 16(b) of the
Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, this First Amendment has been executed by SpeedFam
International, Inc. on this 8th day of October, 1998.
SPEEDFAM INTERNATIONAL, INC.
By /s/ James N. Farley
-------------------------
Its: Chairman
Attest
/s/ Charles A. Kelly
Secretary
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Exhibit 5.1
November 24, 1998
SpeedFam International, Inc.
305 North 54th Street
Chandler, Arizona 85226
Re: SpeedFam International, Inc.
Form S-8 Registration Statement
(1934 Act File No. 0-26784)
Gentlemen:
We have acted as counsel for SpeedFam International, Inc. (the
"Company"), in connection with the registration statement on Form S-8 (the
"Registration Statement") of the Company which is being filed with the
Securities and Exchange Commission on November 24, 1998, covering up to 500,000
shares of the Company's Common Stock, without par value (the "Shares"), issuable
to eligible employees of the Company who are participants in the 1995 Employee
Stock Purchase Plan of SpeedFam International, Inc. (the "Purchase Plan").
As such counsel, we have examined such corporate records and other
documents and matters of law as we have deemed necessary in order to enable us
to express the opinion hereinafter set forth.
Based on the foregoing, we are of the opinion that the Shares, when
issued and sold pursuant to, and for the consideration expressed in the Purchase
Plan, will constitute legally issued, fully paid and nonassessable shares of the
Common Stock, without par value, of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
CHAPMAN AND CUTLER
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EXHIBIT 24.2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
SpeedFam International, Inc.
We consent to incorporation by reference in the Registration Statement
on Form S-8 pertaining to the 1995 Employee Stock Purchase Plan of SpeedFam
International, Inc. of our reports dated June 26, 1998, relating to the
consolidated balance sheets of SpeedFam International, Inc. and subsidiaries as
of May 31, 1998 and 1997, and the related consolidated statements of earnings,
stockholders' equity, and cash flows for each of the years in the three year
period ended May 31, 1998, and the related schedule, which reports appear in the
May 31, 1998, Annual Report on Form 10-K of SpeedFam International, Inc.
KPMG PEAT MARWICK LLP
Chicago, Illinois
November 24, 1998
