As filed with the Securities and Exchange Commission on February 27, 2019
RegistrationNo. 33-25782
33-78196
333-05440
333-06542
333-08404
333-09342
333-11124
333-12692
333-127979
333-154394
333-169146
333-207878
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FormS-8 Registration StatementNo. 33-25782,
FormS-8 Registration StatementNo. 33-78196,
FormS-8 Registration StatementNo. 333-05440,
FormS-8 Registration StatementNo. 333-06542,
FormS-8 Registration StatementNo. 333-08404,
FormS-8 Registration StatementNo. 333-09342,
FormS-8 Registration StatementNo. 333-11124,
FormS-8 Registration StatementNo. 333-12692,
FormS-8 Registration StatementNo. 333-127979,
FormS-8 Registration StatementNo. 333-154394,
FormS-8 Registration StatementNo. 333-169146,
and
FormS-8 Registration StatementNo. 333-207878
UNDER
THE SECURITIES ACT OF 1933
ORBOTECH LTD.
(Exact name of registrant as specified in its charter)
Israel | None | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
7 Sanhedrin Boulevard
North Industrial Zone
Yavne, Israel 8110101
(Address of principal executive offices including zip code)
Optrotech Ltd. Key Employee Share Option Plan (1984)
Orbot Systems Ltd. Employee Share Ownership and Option Plan
Stock Option Plan for the Directors of Orbotech Ltd. (1994)
Orbotech Ltd. Israeli Key Employee Share Incentive Plan (1992) (As Amended, 1994, 1996, 1997, 1998)
The Stock Option Plan for Consultants of Orbotech Ltd. (1998)
1995 Incentive Stock Plan for Key Employees of Orbotech Ltd.’s Subsidiaries (As Amended, 1997, 1998, 1999, 2000)
Orbotech Ltd. Employee Share Ownership and Option Plan (2000)
Equity Remuneration Plan for Key Employees of Orbotech Ltd. and its Affiliates and Subsidiaries (as Amended and Restated, 2005)
Photon Dynamics, Inc. 2005 Equity Incentive Plan
Photon Dynamics, Inc. 2001 Equity Incentive Plan
Photon Dynamics, Inc. 2005Non-Employee Directors’ Stock Option Plan
Photon Dynamics, Inc. Amended and Restated 1995 Stock Option Plan
CR Technology, Inc. 1991 Stock Option Plan
2010 Equity-Based Incentive Plan
2015 Equity-Based Incentive Plan
(Full Title of the Plan)
Teri A. Little
Executive Vice President and Chief Legal Officer
KLA-Tencor Corporation
1 Technology Drive
Milpitas, California 95035
(Name and address of agent for service)
(408)875-3000
(Telephone number, including area code, of agent for service)
Copies to:
Bradley L. Finkelstein Douglas K. Schnell Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 Tel: (650)493-9300 Fax: (650)493-6811 | Jeffrey Cannon Associate General Counsel KLA-Tencor Corporation 1 Technology Drive Milpitas, California 95035 Tel: (408)875-3000 Fax: (408)678-8324 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements of Orbotech Inc., a company organized under the laws of the State of Israel (the “Company”), on FormS-8 (collectively, the “Registration Statements”) filed by the Company with the U.S. Securities and Exchange Commission (“SEC”), each pertaining to the registration of ordinary shares, New Israeli Shekels (“NIS”) 0.14 nominal (par) value per share (the “Ordinary Shares”), offered under certain employee benefit and equity plans and agreements:
File No. | Date Filed with the SEC | Name of Equity Plan or Agreement | Ordinary Shares Registered (#) | |||||
33-25782 | November 29, 1988 | Optrotech Ltd. Key Employee Share Option Plan | 227,330 | (1) | ||||
33-78196 | April 26, 1994 | Optrotech Ltd. Key Employee Share Option Plan (1984) Optrotech Ltd. Israeli Key Employee Share Incentive Plan (1992) Orbot Systems Ltd. Employee Share Ownership and Option Plan | 700,000 | |||||
333-05440 | August 14, 1996 | 1995 Incentive Stock Plan for Key Employees of Orbotech Ltd.’s Subsidiaries | 258,350 | |||||
333-06542 | February 26, 1997 | Stock Option Plan for the Directors of Orbotech Ltd. (1994) Orbotech Ltd. Israeli Key Employee Share Incentive Plan (1992) (As Amended, 1994, 1996) | 710,875 | |||||
333-08404 | March 3, 1998 | 1995 Incentive Stock Plan for Key Employees of Orbotech Ltd.’s Subsidiaries (As Amended, 1997) Orbotech Ltd. Israeli Key Employee Share Incentive Plan (1992) (As Amended, 1994, 1996, 1997) | 500,000 | |||||
333-09342 | August 27, 1998 | 1995 Incentive Stock Plan for Key Employees of Orbotech Ltd.’s Subsidiaries (As Amended, 1997, 1998) Orbotech Ltd. Israeli Key Employee Share Incentive Plan (1992) (As Amended, 1994, 1996, 1997, 1998) The Stock Option Plan for Consultants of Orbotech Ltd. (1998) | 312,125 | |||||
333-11124 | November 12, 1999 | 1995 Incentive Stock Plan for Key Employees of Orbotech Ltd.’s Subsidiaries (As Amended, 1997, 1998, 1999) | 250,000 | |||||
333-12692 | October 5, 2000 | 1995 Incentive Stock Plan for Key Employees of Orbotech Ltd.’s Subsidiaries (As Amended, 1997, 1998, 1999, 2000) Orbotech Ltd. Employee Share Ownership and Option Plan (2000) | 5,250,000 | |||||
333-127979 | August 31, 2005 | Equity Remuneration Plan for Key Employees of Orbotech Ltd. and its Affiliates and Subsidiaries (as Amended and Restated, 2005) | 1,000,000 | |||||
333-154394 | October 17, 2008 | Photon Dynamics, Inc. 2005 Equity Incentive Plan Photon Dynamics, Inc. 2001 Equity Incentive Plan Photon Dynamics, Inc. 2005Non-Employee Directors’ Stock Option Plan Photon Dynamics, Inc. Amended and Restated 1995 Stock Option Plan CR Technology, Inc. 1991 Stock Option Plan | 3,305,628 | |||||
333-169146 | September 2, 2010 | 2010 Equity-Based Incentive Plan | 1,000,000 | |||||
333-207878
| November 9, 2015
| 2015 Equity-Based Incentive Plan
|
| 6,000,000
|
|
(1) These ordinary shares had a par value of 0.0014
Pursuant to the Agreement and Plan of Merger dated as of March 18, 2018 (as amended on May 11, 2018), by and among the Company,KLA-Tencor Corporation, and Tiburon Merger Sub Technologies Ltd. (the “Merger Sub”), the Merger Sub merged with and into the Company, with the Company continuing as the surviving company in the merger and a wholly owned subsidiary ofKLA-Tencor Corporation (the “Merger”).
In connection with the Merger, the Company is terminating all offers and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Company to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings, the Company hereby removes from registration any and all securities registered but unsold under the Registration Statements as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused the Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas on February 27, 2019.
Orbotech Ltd. | ||||
By: | /s/ Bren D. Higgins | |||
Name: | Bren D. Higgins | |||
Title: | Director |
No other person is required to sign the Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933.