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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1998
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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INTEVAC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 3125814
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
3550 BASSETT STREET
SANTA CLARA, CALIFORNIA 95054
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1995 STOCK OPTION/STOCK ISSUANCE PLAN
(FULL TITLE OF THE PLAN)
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NORMAN H. POND
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
INTEVAC, INC.
3550 BASSETT STREET
SANTA CLARA, CALIFORNIA 95054
(408) 986-9888
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
HERBERT P. FOCKLER, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
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Common Stock, no par value:
Reserved or outstanding under 1995 Stock
Option/Stock Issuance Plan.................... 200,000(1) $6.75 $1,350,000(2) $398.25(3)
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(1) Excludes all shares previously registered under Registrant's 1992 Stock
Plan and 1995 Employee Stock Purchase Plan on Form S-8 Registration
Statement No. 333-918.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the filing fee on the basis of $6.75 per share (based on the
average high and low price of Registrant's Common Stock as reported on the
Nasdaq National Market on October 2,1998).
(3) Amount of the Registration Fee was calculated pursuant to Section 6(b) of
the Securities Act of 1993, as amended.
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INTEVAC, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission"):
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 28, 1998, filed pursuant to Section 13(a) of the Exchange
Act.
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 27, 1998, filed pursuant to Section 13(a) of the Exchange
Act.
4. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated October 5, 1995, filed
pursuant to Section 12(g) of the Exchange Act, in which there is described the
terms, rights and provisions, applicable to the Registrant's outstanding Common
Stock.
5. The information contained in the Registrant's Registration
Statement on Form S-8 (file No. 333-35801) filed on or about September 17, 1997.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof, 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 herein and to be part hereof from the
date of filing such documents.
ITEMS 4 - 7
Items 4 - 7, inclusive, are omitted in reliance upon General
Instruction E to Form S-8, and the above incorporation by reference of a
previously filed and currently effective S-8 (file No. 333-35801).
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ITEM 8. EXHIBITS.
Exhibit
Number Description of Document
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4.1 1995 Stock Option/Stock Issuance Plan, as amended March, 1998.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati as to legality of securities being registered.
23.1 Consent of Ernst & Young L.L.P., Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Powers of Attorney (see page 5).
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ITEM 9. UNDERTAKINGS.
Item 9 is omitted in reliance upon General Instruction E to Form S-8, and
the above incorporation by reference of a previously filed and currently
effective S-8 (File No. 333-35801).
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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 Santa Clara, State of California, on this 6th day of
October, 1998.
INTEVAC, INC.
By: /s/ Charles B. Eddy, III
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Charles B. Eddy, III
Vice President, Finance and Administration,
Chief Financial Officer, Treasurer and Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Norman H. Pond and Charles B. Eddy, III,
and each of them, as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, 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 attorneys-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 said attorneys-in-fact and agents, or
any of them, or their or his substitute, may lawfully 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/ Norman H. Pond Chairman of the Board, President October 5, 1998
- --------------------------------- and Chief Executive Officer
Norman H. Pond (Principal Executive Officer)
/s/ Charles B. Eddy, III Vice President, Finance and September 29, 1998
- --------------------------------- Administration, Chief Financial Officer,
Charles B. Eddy, III Treasurer and Secretary Principal Financial
and Accounting Officer)
/s/ Robert D. Hempstead Chief Operating Officer and Director September 29, 1998
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Robert D. Hempstead
/s/ David N. Lambeth Director September 29, 1998
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David N. Lambeth
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Index to Exhibits
Sequentially
Exhibit Numbered
Number Description of Document Page
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4.1 1995 Stock Option/Stock Issuance Plan, as amended March, 1998.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati as to legality of
securities being registered.
23.1 Consent of Ernst & Young L.L.P., Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Powers of Attorney (see page 5).
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