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As filed with the Securities and Exchange Commission on March 20, 1995
Registration No. 33-_____
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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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SILICON VALLEY GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware 94-2264681
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(State of Incorporation) (I.R.S Employer Identification No.)
2240 RINGWOOD AVENUE
SAN JOSE, CALIFORNIA 95131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1987 STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
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PAPKEN S. DER TOROSSIAN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SILICON VALLEY GROUP, INC.
2240 RINGWOOD AVENUE
SAN JOSE, CALIFORNIA 95131
(408) 434-0500
(Name, address and telephone number of agent for service)
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COPY TO:
ROBERT T. CLARKSON, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION(2)
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Common Stock
$0.01 par value, issuable under
1987 Stock Option Plan. . . . . . 1,000,000 shares $23.375 $27,375,000 $9,439.00
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(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended the
prospectus relating hereto also relates to shares registered under Form S-8
Registration Statement No. 33-85020.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the Common Stock as
reported in the Nasdaq National Market on March 15, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into the Prospectus relating to
this Registration Statement pursuant to Rule 428 the following documents and
information heretofore filed with the Securities and Exchange Commission:
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(b) Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994.
(c) The description of the Company's Common Stock to be offered
hereby, which is incorporated by reference to the Company's Registration
Statement on Form 8-A filed pursuant to Section 13 of the 1934 Act on
November 23, 1983, as amended by subsequently filed 1934 Act reports.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act on or after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters 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 of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its officers, directors, employees or agents in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act. Section VIII of the Restated Certificate of Incorporation
of the Company provides for indemnification of its directors to the fullest
extent permitted by the Delaware General Corporation Law and Article VI of the
Bylaws of the Company provides for indemnification of directors and officers of
the Company to the fullest extent permitted by the Delaware General Corporation
Law.
The Company maintains policies of insurance under which directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might
be imposed as a result of such actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers. The
Company has
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also entered into agreements with its directors and officers to provide
indemnification and advancement of expenses under certain circumstances.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the question
has already 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
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4.1 The Company hereby agrees to file, upon request of the
Commission, a copy of all instruments not otherwise filed with
respect to long-term debt of the Company or any of its
subsidiaries for which the total amount of debt authorized under
such instrument does not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis.
4.2 Article IV of Certificate of Incorporation of Registrant(1).
5.1 Opinion of counsel as to legality of securities being registered.
10.1 1987 Stock Option Plan, as amended.
23.1 Independent Auditors consent.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see p. II-4).
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(1) Incorporated by reference from Exhibits to Report on Form 8-K filed on
March 2, 1995.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes 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.
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(b) The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, 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.
(c) The undersigned Registrant hereby undertakes 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.
(d) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Delaware Corporation Law, the
Certificate of Incorporation of the Registrant, the By-Laws of Registrant and
the indemnification agreements described in Item 6 of Part II of this
Registration Statement, or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of 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, 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 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, Silicon Valley Group, Inc., a corporation organized and existing
under the laws of the State of Delaware, 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 San Jose, State of
California, on this 20th day of March, 1995.
SILICON VALLEY GROUP, INC.
By: /s/ Papken S. Der Torossian
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Papken S. Der Torossian, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Papken S. Der Torossian and Russell G.
Weinstock, and each of them, as his true and lawful attorney-in-fact and agent,
each with full power of substitution and resubstitution, for him 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 exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-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 and
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may 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.
Signature Title Date
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/s/ Papken S. Der Torossian Chairman of the Board of Directors and Chief March 20, 1995
---------------------------------- Executive Officer (Principal Executive
(Papken S. Der Torossian) Officer)
/s/ Russell G. Weinstock Vice President of Finance and Chief March 20, 1995
---------------------------------- Financial Officer (Principal Financial and
(Russell G. Weinstock) Accounting Officer)
/s/ William A. Hightower Director March 20, 1995
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(William A. Hightower)
/s/ William L. Martin Director March 20, 1995
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(William L. Martin)
/s/ John B. McBennett Director March 20, 1995
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(John B. McBennett)
/s/ Larry W. Sonsini Director March 20, 1995
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(Larry W. Sonsini)
/s/ Nam P. Suh Director March 20, 1995
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(Nam P. Suh)
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SILICON VALLEY GROUP, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 The Company hereby agrees to file, upon request of
the Commission, a copy of all instruments not otherwise
filed with respect to long-term debt of the Company or any
of its subsidiaries for which the total amount of debt authorized
under such instrument does not exceed 10% of the total assets
of the Company and its subsidiaries on a consolidated basis.
4.2 Article IV of Certificate of Incorporation of Registrant(1)
5.1 Opinion of counsel as to legality of securities being
registered.
10.1 1987 Stock Option Plan, as amended.
23.1 Independent Auditors consent.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see p. II-4).
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(1) Incorporated by reference from Exhibits to Report on Form 8-K filed with
the Commission on March 2, 1995.