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As filed with the Securities and Exchange Commission on April 8, 1999.
Commission File 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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SPEEDFAM-IPEC, INC.
(Exact name of Registrant 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, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
AUGUST 13, 1997 EXECUTIVE EMPLOYMENT AGREEMENT
(Full title of the plan)
Richard J. Faubert
President and Chief Executive Officer
305 North 54th Street
Chandler, Arizona 85226
(602) 961-2175
(Name, address and telephone number including area code, of agent for service)
COPIES OF COMMUNICATIONS TO:
Jonathan A. Koff, Esq.
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
(312) 845-3000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value 35,500 $ 12.50 $443,750 $124
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</TABLE>
- -------------------
(1) The shares covered by this Registration Statement represent shares of
common stock underlying options granted to Roger D. McDaniel President
and Chief Executive Officer of Integrated Process Equipment Corp.
pursuant to an Executive Employment Agreement dated August 13, 1997, as
amended, between Roger D. McDaniel and Integrated Process Equipment
Corp. and assumed by SpeedFam-IPEC, Inc. and as adjusted by the
exchange ratio pursuant to the Agreement and Plan of Merger dated
November 19, 1998.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933.
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EXPLANATORY NOTE
SpeedFam International Inc., predecessor company to SpeedFam-IPEC, Inc.
("SpeedFam"), SpeedFam, Inc., a wholly owned subsidiary of SpeedFam, and
Integrated Process Equipment Corp. ("IPEC") entered into an Agreement and Plan
of Merger, dated November 19, 1998 pursuant to which IPEC merged with and into
SpeedFam, Inc. Upon consummation of the merger, IPEC became a wholly owned
subsidiary of SpeedFam and SpeedFam amended its articles of incorporation to
change its name to SpeedFam-IPEC, Inc.
Pursuant to and in accordance with the Agreement and Plan of Merger,
SpeedFam has assumed the August 13, 1997 Executive Employment Agreement between
IPEC and Roger D. McDaniel. Post-merger, each stock option issued pursuant to
the August 13, 1997 Executive Employment Agreement became exercisable for that
number of whole shares of SpeedFam-IPEC, Inc. common stock equal to the product
of the number of shares of IPEC common stock that were issuable upon exercise of
such option immediately prior to the consummation of the merger multiplied by
the merger conversion rate of .71, rounded down to the nearest whole number of
shares of SpeedFam-IPEC, Inc. common stock. The per share exercise price for the
shares of SpeedFam-IPEC, Inc. common stock issuable upon exercise of such
assumed stock option was adjusted accordingly.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below which have been filed with the Securities
and Exchange commission are incorporated herein by reference to the extent not
modified or superseded by documents subsequently filed or furnished:
(a) SpeedFam's Prospectus filed pursuant to Rule 424(b) on
March 9, 1999 (Registration No. 333-71897);
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(b) SpeedFam's Current Report on Form 8-K dated November 19,
1998 (File No. 0-26784);
(c) Description of the Common Stock of SpeedFam contained in
the Registrant's Form 8-A (File No. 0-26784) filed with the Commission
on September 18, 1995;
(d) Integrated Process Equipment Corp.'s Current Report on
Form 8-K dated January 31, 1999 (File No. 0-20470);
(e) Integrated Process Equipment Corp.'s Current Report on
Form 8-K dated January 19, 1999 (File No. 0-20470); and
(f) Integrated Process Equipment Corp.'s Current Report on
Form 8-K dated November 19, 1998 (File No. 0-20470).
All documents subsequently filed by SpeedFam pursuant to Sections 13(a)
and (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 incorporated 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. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby will be
passed upon for the SpeedFam by Chapman and Cutler, Chicago, Illinois. Mr.
Charles A. Kelly, a partner of Chapman and Cutler, serves as Secretary of the
SpeedFam and owns 20,000 shares of the SpeedFam'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 a
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 Plan and 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.
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 or 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
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the Act or Bylaws. SpeedFam currently maintains a directors and officers
liability policy in the amount of $5 million.
ITEM 7. NOT APPLICABLE
ITEM 8. EXHIBITS
See List of Exhibits on page II-8 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.
(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
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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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Chandler, County of Maricopa, 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.
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SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ James N. Farley Co-Chairman and Director April 6, 1999
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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
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Richard J. Faubert President and Chief Executive Officer and April 6, 1999
- ---------------------- Director (Principal executive officer)
Richard J. Faubert
/s/ Roger K. Marach Treasurer, Assistant Secretary and Chief April 6, 1999
------------------- Financial Officer (Principal financial and
Roger K. Marach 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
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Roger D. McDaniel
</TABLE>
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<TABLE>
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
<S> <C> <C>
4.1 Executive Employment Agreement between Integrated Process
Equipment Corp. and Roger D. McDaniel, dated August 13, 1997.
Incorporated by reference to Exhibit 4.1 to Integrated Process
Equipment Corp.'s Registration Statement on Form S-8 filed on
July 16, 1998 (File No. 333-59189) ..............................
4.2 Amendment to Executive Employment Agreement between Integrated
Process Equipment Corp. and Roger D. McDaniel, dated December 4,
1997. Incorporated by reference to Exhibit 4.2 to Integrated
Process Equipment Corp.'s Registration Statement on Form S-8
filed on July 16, 1998 (File No. 333-59189)......................
5.1 Opinion of counsel for the Registrant, regarding the legality of
the securities registered hereunder..............................
23.1 Consent of counsel for the Registrant (included in Exhibit 5.1
hereto)..........................................................
23.2 Consent of KPMG LLP..............................................
23.3 Consent of KPMG LLP..............................................
24.1 Power of Attorney (included on pages II-5 and II-6 of this
Registration Statement)..........................................
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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 35,500 shares of the Company's
Common Stock, without par value (the "Shares"), issuable to Roger D. McDaniel
pursuant to the August 13, 1997 Executive Employment Agreement between
Integrated Process Equipment Corp. and Roger D. McDaniel (the "Employment
Agreement").
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
Employment Agreement, 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 August 13, 1997 Executive Employment Agreement 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 August 13, 1997 Executive Employment Agreement 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
