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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
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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)
SPEEDFAM-IPEC, INC. 1992 STOCK OPTION PLAN
(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
CALCULATION OF REGISTRATION FEE
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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............. 2,147,418 shares $12.50 $26,842,725 $7,463
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
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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) 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 as of November 19, 1998 pursuant to which IPEC merged with and
into SpeedFam, Inc. Upon consummation of the merger on April 6, 1999, 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 merger agreement SpeedFam has
assumed the Integrated Process Equipment Corp. 1992 Stock Option Plan.
Post-merger, each IPEC stock option 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 IPEC stock
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 IPEC stock option was adjusted accordingly. In addition, pursuant to the
Amendment to the Integrated Process Equipment Corp. 1992 Stock Plan, the plan
has been renamed the SpeedFam-IPEC, Inc. 1992 Stock Option Plan.
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 SpeedFam by Chapman and Cutler, Chicago, Illinois. Mr. Charles A.
Kelly, a partner of Chapman and Cutler, serves as Secretary of SpeedFam and owns
20,000 shares of 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
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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 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 ("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
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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 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/ 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> <C> <C>
/s/ Richard J. Faubert President and Chief Executive April 6, 1999
---------------------- Officer and Director (Principal
Richard J. Faubert executive officer)
/s/ Roger K. Marach Treasurer, Assistant Secretary and April 6, 1999
------------------- Chief Financial Officer (Principal
Roger K. Marach 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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EXHIBIT DESCRIPTION SEQUENTIALLY
NUMBER NUMBERED
PAGE
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4.1 Amendment to the Integrated Process Equipment
Corp. 1992 Stock Option Plan......................
4.2 Integrated Process Equipment Corp. 1992 Stock
Option Plan (as amended December 12, 1995).
Incorporated by reference to Exhibit 10.1 to
Integrated Process Equipment Corp.'s Quarterly
Report on Form 10 - Q for the quarter ended
December 31, 1995 (File No. 0 - 20470)............
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 4.1
AMENDMENT
TO THE
INTEGRATED PROCESS EQUIPMENT CORP.
1992 STOCK OPTION PLAN
Pursuant to Section 15 of the Integrated Process Equipment Corp. 1992
Stock Option Plan (the "Plan"), the Plan is being hereby amended, effective as
of the Effective Time as defined in the Agreement and Plan of Merger dated as of
November 19, 1998 by and among SpeedFam International, Inc., SpeedFam, Inc. and
Integrated Process Equipment Corp., as follows:
1. The Plan shall be renamed the SpeedFam-IPEC, Inc. 1992 Stock Option
Plan (formerly the "Integrated Process Equipment Corp. 1992 Stock Option Plan").
2. Section 1 shall be amended to read as follows:
1. History and Purposes of the Plan.
(a) The SpeedFam-IPEC, Inc. 1992 Stock Option Plan (formerly
the "Integrated Process Equipment Corp. 1992 Stock Option Plan")
(the "Plan") was originally established by Integrated Process
Equipment Corp. Pursuant to the Agreement and Plan of Merger dated
as of November 19, 1998 (the "Merger Agreement"), the Company agreed
to assume all stock options granted under the Plan. The Plan was
amended to reflect the assumption of such stock options effective as
of the Effective Time, as defined in the Merger Agreement.
(b) The purposes of this Stock Plan are:
- to attract and retain the best available personnel
for positions of substantial responsibility,
- to provide additional incentive to Employees and
Consultants, and
- to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at
the time of grant. Stock Purchase Rights may also be granted under
the Plan.
3. Section 2(f) shall be amended by revising the definition of "Common
Stock" to read as follows:
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(f) "Common Stock" means the Common Stock of the Company, without
par value.
4. Section 2(g) shall be amended by revising the definition of "Company"
to read as follows:
(g) "Company" means SpeedFam-IPEC, Inc., an Illinois corporation.
5. Section 3 shall be amended by substituting "3,727,500" for "5,250,000".
6. Sections 6(c)(i) and (ii) shall be amended by substituting "710,000"
for "1,000,000" each time it appears.
IN WITNESS WHEREOF, this Amendment has been executed by the Company on
this 6th day of April, 1999.
SPEEDFAM-IPEC, INC.
/s/ James N. Farley
-------------------
By James N. Farley
Its Co-Chairman of the Board
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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 2,147,418 shares of the Company's
Common Stock, without par value (the "Shares"), issuable to eligible employees
of the Company who are participants in the SpeedFam-IPEC, Inc. 1992 Stock Option
Plan (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 SpeedFam-IPEC, Inc. 1992 Stock Option Plan 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 SpeedFam-IPEC, Inc. 1992 Stock Option Plan 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
