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As filed with the Securities and Exchange Commission on November 29, 2000
Registration No. 333-
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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 REGISTRANT AS SPECIFIED IN ITS CHARTER)
ILLINOIS 36-2421613
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
305 NORTH 54TH STREET
CHANDLER, ARIZONA 85226
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1995 STOCK PLAN FOR EMPLOYEES AND DIRECTORS
OF SPEEDFAM-IPEC, INC.
(FULL TITLE OF THE PLANS)
J. MICHAEL DODSON
SECRETARY AND CHIEF FINANCIAL OFFICER
SPEEDFAM-IPEC, INC.
305 NORTH 54TH STREET
CHANDLER, ARIZONA 85226
(480) 705-2100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
NEIL WOLFF
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) PRICE FEE
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<S> <C> <C> <C> <C>
1995 Stock Plan for Employees and
Directors:
Common Stock, no par value 2,000,000 $6.875 $13,750,000.00 $3,630.00
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TOTAL: $3,630.00
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(1) Estimated in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee based on the price of $6.875 per share,
which was the average of the high and low price per share of the Common
Stock as reported on the Nasdaq National Market on November 27, 2000.
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STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
Unless noted herein, the contents of the Registrant's Form S-8
Registration Statement (File No. 333-75967), Form S-8 Registration Statement
(File No. 333-75931) and Form S-8 Registration Statement (File No. 333-75969)
are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed with the
Securities and Exchange Commission by SpeedFam-IPEC, Inc. (the "Company") are
hereby incorporated by reference in this Registration Statement:
(a) The Company's Quarterly Report on Form 10-Q dated October 17, 2000
(File No. 000-26784).
(b) The Company's Current Report on Form 10-K dated August 10, 2000
(File No. 0-26784).
(c) The description of the Company's Common Stock which is contained in
the Company's Amendment No. 1 to Joint Proxy/Registration Statement on Form S-4
(Registration No. 333-71897) filed with the Commission on March 9, 1999.
All documents subsequently filed by the Registrant 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 have been
sold or which registered all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing such documents.
The Company 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 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-IPEC's Bylaws which provides
for indemnification of directors, officers, employees or agents of
SpeedFam-IPEC's to the full extent permitted by the above-mentioned section of
the Act.
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Section 8.75(g) of the BCA and Article X, Section(g) of the Bylaws also
authorize SpeedFam-IPEC to purchase and maintain insurance on behalf of any
director, officer, employee or agent of SpeedFam-IPEC against any liability
asserted against or incurred by them in such capacity arising out of their
status as such whether or not SpeedFam-IPEC 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-IPEC currently maintains a
directors and officers liability policy in the amount of $5 million.
Item 8. Exhibits.
4.1 Third Amendment to the 1995 Stock Plan for Employees and Directors of
SpeedFam-IPEC, Inc.
5.1 Opinion of counsel as to legality of Securities being registered.
23.1 Consent of KPMG LLP.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
________________________________________________________________________________
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 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, as amended (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 undersigned Registrant hereby undertakes 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
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 Securities and Exchange
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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 City of Chandler, State of Arizona on November 29, 2000.
SPEEDFAM-IPEC, INC.
By: /s/ J. Michael Dodson
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J. Michael Dodson
Secretary and Chief Financial Officer
(Principal Financial Officer)
November 29, 2000
By: /s/ G. Michael Latta
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G. Michael Latta
Corporate Controller
(Principal Accounting Officer)
November 29, 2000
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard J. Faubert, J. Michael Dodson and
G. Michael Latta, jointly and severally, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Richard J. Faubert Chief Executive Officer and Director November 29, 2000
----------------------------------- (principal executive officer)
Richard J. Faubert
/s/ J. Michael Dodson Chief Financial Officer and Secretary November 29, 2000
----------------------------------- (principal financial officer)
J. Michael Dodson
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/s/ James N. Farley Co-chairman of the Board November 29, 2000
-----------------------------------
James N. Farley
/s/ Sanjeev R. Chitre Co-chairman of the Board November 29, 2000
-----------------------------------
Sanjeev R. Chitre
/s/ Makoto Kouzuma Director November 29, 2000
-----------------------------------
Makoto Kouzuma
/s/ Neil R. Bonke Director November 29, 2000
-----------------------------------
Neil R. Bonke
/s/ Richard S. Hill Director November 29, 2000
-----------------------------------
Richard S. Hill
/s/ Kenneth Levy Director November 29, 2000
-----------------------------------
Kenneth Levy
/s/ Roger D. McDaniel Director November 29, 2000
-----------------------------------
Roger D. McDaniel
/s/ Carl Neun Director November 29, 2000
-----------------------------------
Carl Neun
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INDEX TO EXHIBITS
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EXHIBIT NUMBER EXHIBIT DOCUMENT
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4.1 Third Amendment to the 1995 Stock Plan for Employees
and Directors of SpeedFam-IPEC, Inc.
5.1 Opinion of counsel as to legality of Securities being
registered.
23.1 Consent of KPMG LLP.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
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