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As filed with the Securities and Exchange Commission on April 8, 1999
Commission File No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
SPEEDFAM-IPEC, 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
Chandler, Arizona 85226
(602) 961-2175
(Address of principal executive offices)
1995 STOCK PLAN FOR EMPLOYEES AND DIRECTORS
OF SPEEDFAM-IPEC, INC.
(Full title of the plan)
Richard J. Faubert COPIES OF COMMUNICATIONS TO:
President and Chief Executive Officer Jonathan A. Koff, Esq.
305 North 54th Street Chapman and Cutler
Chandler, Arizona 111 West Monroe Street
(602) 705-2100 Chicago, Illinois 60603
(Name, address and telephone (312) 845-3000
number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, without par value 1,500,000 shares $ 12.50 $ 18,750,000 $ 5,213
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(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 $ 12.50, the average of the
high and low price for the shares of SpeedFam-IPEC, Inc. common stock as
reported by the Nasdaq National Market on April 5, 1999.
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EXPLANATORY NOTE
This Registration Statement is being filed by SpeedFam-IPEC, 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.
33-98568) relating to the 1995 Stock Plan for Employees and Directors of
SpeedFam International, Inc. (the "1995 Stock Plan") was filed with the
Securities and Exchange Commission (the "Commission") on October 25, 1995, and
which is incorporated herein by reference. The 1995 Stock Plan was amended to
increase the maximum aggregate number of shares of the Company's Common Stock as
to which awards of options, restricted shares, units or rights may be made from
time to time under the 1995 Stock Plan from 1,000,000 to 1,800,000 on October 8,
1998, which amendment was filed with the Commission on November 24, 1998 and
which amendment is incorporated herein by reference. On April 6, 1999, the
shareholders of the Company approved an increase in the maximum aggregate number
of shares of the Company's Common Stock as to which awards of options,
restricted shares, units or rights may be made from time to time under the 1995
Stock Plan from 1,800,000 shares to 3,300,000 shares. The additional 1,500,000
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 Commission
are incorporated herein by reference:
(a) The Company's Registration Statement on Form S-8 (Registration
No. 333-98568).
(b) The Company's Registration Statement on Form S-8 (Registration
No. 333-67847).
(c) The Company's Prospectus filed pursuant to Rule 424(b) on
March 9, 1999 (Registration No. 333-71897).
II-1
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(d) The Company's Current Report on Form 8-K dated November 19,
1998, (File No. 0-26784).
(e) 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.
(f) Integrated Process Equipment Corp.'s Current Report on
Form 8-K dated January 31, 1999 (File No. 0-20470).
(g) Integrated Process Equipment Corp.'s Current Report on
Form 8-K dated January 19, 1999 (File NO. 0-20470).
(h) Integrated Process Equipment Corp.'s Current Report on
Form 8-K dated November 19, 1998 (File No. 0-20470).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange 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.
SpeedFam undertakes to provide without charge to each person to whom a
copy of the Prospectus relating to this Registration Statement has been
delivered, upon the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporation in
such Prospectus by reference, other than exhibits to such documents. Requests
for such copies should be directed to SpeedFam-IPEC, Inc., 305 North 54th
Street, Chandler, Arizona 85226, Attention: Investor Relations (telephone:
602-705-2100).
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 20,000 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 137,380 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
(the "BCA"), sets forth the conditions and limitations governing the
indemnification of officers, directors, and other persons.
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Reference is made to Article X of SpeedFam's Bylaws which provides for
indemnification of directors, officers, employees or agents of SpeedFam's to the
full extent permitted by the above-mentioned section of the Act.
Section 8.75(g) of the BCA and Article X, Section(g) of the Bylaws also
authorize SpeedFam to purchase and maintain insurance on behalf of any director,
officer, employee or agent of SpeedFam against any liability asserted against or
incurred by them in such capacity of arising out of their status as such whether
or not SpeedFam would have the power to indemnify such director, officer,
employee or agent against such liability under the applicable provisions of the
Act of Bylaws. SpeedFam currently maintains a directors and officers liability
policy in the amount of $5 million.
Item 8. Exhibits
See List of Exhibits on page II-7 hereof.
Item 9. Undertakings
(a) The 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 "Securities Act");
(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;
(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;
Provided, however, that paragraphs (a)(1)(I) and (a)(1)(ii) do 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 Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any 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.
II-3
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(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 Registrant hereby undertakes that, for the purpose 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 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 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 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 Commission 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
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 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 April 6, 1999.
SPEEDFAM-IPEC, INC.
By /s/ Richard J. Faubert
-------------------------------------
Richard J. Faubert,
President and Chief Executive Officer
(Principal executive officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Richard J. Faubert
and Roger K. Marach, and each of them, as his true and lawful attorney-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 any and all
amendments (including 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, 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 connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying, and conforming 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.
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 TITLE DATE
/s/ James N. Farley Co-Chairman and Director April 6, 1999
James N. Farley
/s/ Sanjeev Chitre Co-Chairman and Director April 6, 1999
Sanjeev Chitre
/s/ Makoto Kouzuma Vice Chairman and Director April 6, 1999
Makoto Kouzuma
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SIGNATURES TITLE DATE
/s/ Richard J. Faubert President and Chief Executive April 6, 1999
Richard J. Faubert Officer and Director (Principal
executive officer)
/s/ Roger K. Marach Treasurer, Assistant Secretary and April 6, 1999
Roger K. Marach Chief Financial Officer (Principal
financial and accounting officer)
/s/ Neil R. Bonke Director April 6, 1999
Neil R. Bonke
Director April 6, 1999
William J. Freschi
Director April 6, 1999
Richard S. Hill
Director April 6, 1999
Kenneth Levy
/s/ Roger D. McDaniel Director April 6, 1999
Roger D. McDaniel
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PAGE NUMBER IN
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION NUMBERING SYSTEM
4.1 Second Amendment to the 1995 Stock Plan
for Employees and Directors of SpeedFam
International, Inc. .............................
4.2 First Amendment to the 1995 Stock Plan
for Employees and Directors of SpeedFam
International, Inc. (filed as Exhibit
4.1 to the Company's Form S-8
(Registration No. 333-67847), and
incorporated herein by reference)................
4.3 1995 Stock Plan for Employees and
Directors of SpeedFam International,
Inc. as amended as of May 22, 1997
(filed as Exhibit 10.11 to the
Company's Form 10-K for fiscal year
1997 (File No. 0-26784), and
incorporated herein by reference)................
5.1 Opinion of Chapman and Cutler....................
23.1 Consent of Chapman and Cutler (included
in Exhibit 5.1)..................................
23.2 Consent of KPMG LLP..............................
23.3 Consent of KPMG LLP..............................
24.1 Power of Attorney (set forth on page
II-4 of this Registration Statement).............
II-7
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EXHIBIT 4.1
SECOND AMENDMENT
TO THE
1995 STOCK PLAN FOR EMPLOYEES AND DIRECTORS OF
SPEEDFAM INTERNATIONAL, INC.
AS AMENDED AS OF MAY 22, 1997
Pursuant to Section 15 of the 1995 Stock Plan for Employees and Directors
of SpeedFam International, Inc., as amended as of May 22, 1997 (the "Plan"), the
Plan is hereby amended, effective as of April 6, 1999, as follows:
1. The name of the plan shall be changed to the "1995 Stock Plan for
Employees and Directors of SpeedFam-IPEC, Inc."
2. Paragraph 2.b. shall be amended by substituting "3,300,000" for
"1,800,000."
IN WITNESS WHEREOF, this Second Amendment has been executed by SpeedFam
International, Inc. on this 6th day of April, 1999.
SPEEDFAM INTERNATIONAL, INC.
By /s/ James N. Farley
-------------------------------
Its: Chairman of the Board
ATTEST:
/s/ Charles A. Kelly
-------------------------------
Secretary
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EXHIBIT 5.1
April 6, 1999
SpeedFam-IPEC, Inc.
305 North 54th Street
Chandler, Arizona 85226
Re: SpeedFam-IPEC, Inc.
Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for SpeedFam-IPEC, 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 April 8, 1999, covering up to 1,500,000 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 Stock Plan for Employees and
Directors of SpeedFam International, Inc. (the "Stock 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 Stock 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 23.2
CONSENT OF KPMG LLP
The Board of Directors
SpeedFam-IPEC, Inc.
We consent to incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1995 Stock Plan for Employees and Directors of
SpeedFam-IPEC, 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, and the consolidated
balance sheets of SpeedFam Co., Ltd. and subsidiaries as of April 30, 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 April 30,
1998, which reports appear in the May 31, 1998 Annual Report on Form 10-K of
SpeedFam International, Inc.
KPMG LLP
Chicago, Illinois
April 8, 1999
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EXHIBIT 23.3
CONSENT OF KPMG LLP
The Board of Directors
SpeedFam-IPEC, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 pertaining to the 1995 Stock Plan for Employees and Directors of
SpeedFam-IPEC, Inc. of our report dated August 4, 1998, relating to the
consolidated balance sheets of Integrated Process Equipment Corp. and
subsidiaries as of June 30, 1998 and 1997, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
each of the years in the three-year period ended June 30, 1998, which report
appears in the June 30, 1998 Annual Report on Form 10-K of Integrated Process
Equipment Corp.
KPMG LLP
Phoenix, Arizona
April 8, 1999
