As filed with the Securities and Exchange Commission on May 28, 2004 |
Registration No. 333-111983 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NPTEST HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 37-1469466 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
150 Baytech Drive,
San Jose, CA 95134
(408) 586-8200
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
NPTest Holding Corporation
2003 Stock Incentive Plan
(Full Title of the Plan)
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, DE 19808
(800) 927-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Leslie Weise, Esq. | Alan F. Denenberg |
NPTest Holding Corporation | Davis Polk & Wardwell |
150 Baytech Drive | 1600 El Camino Real |
San Jose, CA 95134 | Menlo Park, CA 94025 |
Telephone (408) 586-8200 | Telephone (650) 752-2000 |
Fax (650) 752-2111 |
NPTest Holding Corporation hereby withdraws from registration 3,821,851 shares of our common stock registered hereon which have not been sold under the Registration Statement due to the Agreement and Plan of Reorganization entered into by Credence Systems Corporation, Cataline Corporation and NPTest Holding Corporation on February 22, 2004. Pursuant to this Agreement and Plan of Reorganization, NPTest Holding Corporation will be merged with and into Cataline Corporation (a wholly-owned subsidiary of Credence Systems Corporation) and will thereafter cease to exist.
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Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of San Jose, State of California, on May 28, 2004.
SIGNATURES | |
NPTEST HOLDING CORPORATION | |
By: | /s/ Ashok Belani |
Name: | Ashok Belani |
Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | |
/s/ Ashok Belani | President, Chief Executive Officer | May 28, 2004 | |
and Director | |||
Ashok Belani | |||
* | Chief Financial Officer | May 28, 2004 | |
David Mullin | |||
* | Controller and Chief Accounting | May 28, 2004 | |
Officer | |||
Jack Sexton | |||
* | Director | May 28, 2004 | |
Dipanjan Deb | |||
* | Director | May 28, 2004 | |
Benjamin Ball | |||
* | Director | May 28, 2004 | |
Ajay Shah | |||
* | Director | May 28, 2004 | |
John Sullivan |
*By: | /s/ Ashok Belani |
Ashok Belani | |
Attorney-in-fact |
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