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As filed with the Securities and Exchange Commission on March 7, 1997
Registration No. 333-
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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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KLA INSTRUMENTS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2564110
(State of Incorporation) (I.R.S. Employer Identification No.)
160 Rio Robles
San Jose, CA 95134
(Address, including zip code, of principal executive offices)
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SECOND AMENDED AND RESTATED 1981 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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Lisa C. Berry
Vice President, General Counsel
KLA INSTRUMENTS CORPORATION
160 Rio Robles
San Jose, CA 95134
(Name and address of agent for service)
(408) 468-4200
(Telephone number, including area code, of agent for service)
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Copy to:
JUDITH M. O'BRIEN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Aggregate offering Registration Fee
Share(1) Price(1)
- ----------------------------------------------------------------------------------------------------------
Common Stock, $.001 par 800,000 $ 40.125 $ 32,100,000 $ 9,727.27
value, to be issued
upon exercise of
options granted under
the Restated 1981
Employee Stock Purchase
Plan
Total 800,000 $ 40.125 $ 32,100,000 $ 9,727.27
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(1) The Proposed Maximum Offering Price Per Share was estimated in accordance
with Rule 457(c) under the Securities Act solely for the purpose of calculating
the registration fee, based on the average of the high and low price of the
Registrant's stock as reported in the Nasdaq National Market on March 6, 1997.
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THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED KLA INSTRUMENTS
CORPORATION AND KLA INSTRUMENTS CORPORATION (ISRAEL) FROM THE REQUIREMENTS
UNDER ISRAELI LAW TO OBTAIN A PERMIT WITH REGARD TO THIS FORM S-8. NOTHING IN
THE EXEMPTION GRANTED SHALL BE CONSTRUED AS AUTHENTICATING THE MATTER CONTAINED
IN THIS FORM S-8 OR AS AN APPROVAL OF THEIR RELIABILITY OR ACCURACY OR AN
EXPRESSION OF AN OPINION AS TO THE QUALITY OF THE SECURITIES OFFERED HEREBY.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Registrant's Registration Statement on Form S-8
(File No. 033-88662) filed with the Securities and Exchange Commission on June
28, 1995 is incorporated by reference in this Registration Statement.
ITEM 8. EXHIBITS.
See Exhibit Index.
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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 San Jose, State of California, on March 7,
1997.
KLA INSTRUMENTS CORPORATION
By: /s/ Kenneth Levy
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Kenneth Levy
Chairman and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth Levy and Lisa C. Berry, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of
the undersigned any amendment or amendments to this Registration Statement on
Form S-8 and to perform any acts necessary in order to file such amendments,
and each of the undersigned does hereby ratify and confirm all that said
attorneys and agents, or their or his or her substitutes, shall 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/ Kenneth Levy Chief Executive Officer, Director and March 7, 1997
- ------------------------------- Chairman of the Board
Kenneth Levy (Principal Executive Officer)
/s/ Kenneth L. Schroeder President, Chief Operating Officer and March 7, 1997
- ------------------------------- Director
Kenneth L. Schroeder
/s/ Robert J. Boehlke Vice President, Administration and Finance March 7, 1997
- ------------------------------- Chief Financial Officer
Robert J. Boehlke (Principal Financial and Accounting Officer)
/s/ Edward W. Barnholt Director March 7, 1997
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Edward W. Barnholt
/s/ Leo J. Chamberlain Director March 7, 1997
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Leo J. Chamberlain
/s/ Yoshio Nishi Director March 7, 1997
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Yoshio Nishi
/s/ Samuel Rubinovitz Director March 7, 1997
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Samuel Rubinovitz
/s/ Dag Tellefsen Director March 7, 1997
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Dag Tellefsen
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KLA INSTRUMENTS CORPORATION
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Certificate of Incorporation, as amended, of the Registrant is incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-3, dated February 2, 1994
(Commission File No. 0-9992)
4.2 Bylaws, as amended, of the Registrant is incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-3, dated February 2, 1994 (Commission
File No. 0-9992)
4.3 Amended and Restated Rights Agreement dated as of August 30, 1995 between the
Registrant and The First National Bank of Boston, as Rights Agent, is incorporated by
reference to the Registrant's report on Form 8-A/A Amendment No. 1 to the Registration
Statement on Form 8-A (filed September 24, 1996, Commission File No. 0-9992)
5.1 Opinion re legality
10.75 Second Amended and Restated 1981 Employee Stock Purchase Plan, as amended on
November 18, 1996
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Independent Accountants
24.1 Power of Attorney (see Page II-3)
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