As filed with the Securities and Exchange Commission on August 25, 2000
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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INTEGRATED MEASUREMENT SYSTEMS, INC.
(Exact name of registrant as specified in charter)
OREGON 93-0840631
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
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9525 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
(503) 626-7117
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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INTEGRATED MEASUREMENT SYSTEMS, INC.
1995 STOCK INCENTIVE PLAN
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KEITH L. BARNES
PRESIDENT AND CHIEF EXECUTIVE OFFICER
INTEGRATED MEASUREMENT SYSTEMS, INC.
9525 SW GEMINI DRIVE, BEAVERTON, OREGON 97008
(503) 626-7117
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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WITH COPIES TO:
WILLIAM C. CAMPBELL, ESQ.
ATER WYNNE LLP
222 S.W. COLUMBIA, SUITE 1800
PORTLAND, OREGON 97201
(503) 226-1191
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CALCULATION OF REGISTRATION FEE
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Title of Securities to Be Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
(1) (1)
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Common Stock, par value $.01
per share.................... 372,000 shares $17.4375 $6,486,750 $1,712.50
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(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price
amounts are based on the average of the high and low sales prices
of the Registrant's Common Stock as reported on the Nasdaq
National Market System on August 23, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is filed in accordance with the
provisions of General Instruction E to Form S-8 for the purpose of
registering additional shares of common stock for offer and sale under
the Integrated Measurement Systems, Inc. 1995 Stock Incentive Plan for
which a registration statement on Form S-8 (File No. 333-13695) is
already effective. Except to the extent that exhibits are filed
herewith the contents of Integrated Measurement Systems, Inc.'s
registration statement on Form S-8 (File No. 333-13695) are hereby
incorporated by reference.
ITEM 8. EXHIBITS
NUMBER DESCRIPTION
5.1 Opinion of Ater Wynne LLP as to the legality of the securities being registered
23.1 Consent of Ater Wynne LLP (included in legal opinion filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included in signature page in Part II of the Registration Statement)
99.1 Integrated Measurement Systems, Inc. 1995 Stock Incentive Plan, as amended (incorporated herein
by reference to Appendix A to the Company's Definitive Proxy Statement filed on April 17, 2000)
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate,
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represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) 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; provided, however, that subparagraphs
1(i) and 1(ii) do not apply if the information required to be
included in a post-effective amendment by those subparagraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining 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.
(3) 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.
(4) 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
Exchange Act) 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.
(5) 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 foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such a director, officer or controlling
person in connection with securities being registered, the 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 whether such indemnification by it is
against public policy as expressed in the Act 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
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 authorized,
in the City of Portland, State of Oregon, on the 25th day of August, 2000.
INTEGRATED MEASUREMENT SYSTEMS, INC.
By /s/ Keith L. Barnes
__________________________________
Keith L. Barnes
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Keith L. Barnes and Fred Hall and each of them
singly, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the registration statement filed herewith and any
or all amendments to said registration statement (including post-effective
amendments), and to file the same, with all 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 and about the foregoing, as fully to all intents and purposes as
he or she 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 or
substitutes, may lawfully do or cause to be done by virtue hereof.
Witness our hands on the date set forth below.
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.
[Signatures on following page]
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SIGNATURE TITLE DATE
/s/ Keith L. Barnes
___________________________ President , Chief Executive Officer and
Keith L. Barnes Director (Principal Executive Officer)
/s/ Fred Hall
___________________________ Chief Financial Officer, Treasurer
Fred Hall and Secretary (Principal Financial Officer)
/s/ H. Raymond Bingham
___________________________ Chairman of the Board
H. Raymond Bingham
/s/ Thomas R. Franz
___________________________ Director
Thomas R. Franz
/s/ Paul A. Gary
___________________________ Director
Paul A. Gary
/s/ C. Scott Gibson
___________________________ Director
C. Scott Gibson
/s Milton R. Smith
___________________________ Director
Milton R. Smith
/s/ James E. Solomon
___________________________ Director
James E. Solomon
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INDEX TO EXHIBITS
EXHIBIT PAGE
NUMBER EXHIBIT NO.
-------- ------- ----
5.1 Opinion of Ater Wynne LLP as to the legality of the
securities being registered
23.1 Consent of Ater Wynne LLP (included in legal opinion filed
as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included in signature page
in Part II of the Registration Statement)
99.1 Integrated Measurement Systems, Inc. 1995 Stock Incentive
Plan, as amended (incorporated herein by reference to
Appendix A to the Company's Definitive Proxy Statement
filed on April 17, 2000)