As filed with the Securities and Exchange Commission on September 5, 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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VEECO INSTRUMENTS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2989601
(State or other jurisdiction (I.R.S. Employer of
incorporation or organization) Identification No.)
TERMINAL DRIVE, PLAINVIEW, NEW YORK 11803
(Address of principal executive offices)
VEECO INSTRUMENTS INC.
AMENDED AND RESTATED
1992 EMPLOYEES' STOCK OPTION PLAN
AMENDED AND RESTATED
VEECO INSTRUMENTS INC.
1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
EDWARD H. BRAUN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
VEECO INSTRUMENTS INC.
TERMINAL DRIVE
PLAINVIEW, NEW YORK 11803
(Name and address of agent for service)
(516) 349-8300
(Telephone number, including area code, of agent for service)
Copies to:
RORY A. GREISS, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of maximum aggregate Amount of
securities Amount to be offering offering registration
to be registered registered (1) price per unit (2) price(2) fee
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Common Stock, par value 665,000 shares $62.25 $41,396,250 $12,544.32
$.01 per share
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(1) This total represents (a) an additional 600,000 shares of Common Stock
reserved for issuance pursuant to the Veeco Instruments Inc. Amended and
Restated 1992 Employees' Stock Option Plan (the "Employees' Stock Option
Plan") and (b) an additional 65,000 shares of Common Stock reserved for
issuance pursuant to the Amended and Restated Veeco Instruments Inc.
1994 Stock Option Plan for Outside Directors (the "Directors' Stock
Option Plan"). With respect to the Employees' Stock Option Plan, 276,787
shares, 250,000 shares and 300,000 shares, respectively, of Common Stock
reserved for issuance pursuant thereto were previously registered
pursuant to the Registrant's Registration Statement on Form S-8, File
No. 33-87394, filed with the Securities and Exchange Commission (the
"Commission") on December 15, 1994, the Registrant's Registration
Statement on Form S-8, File No. 33-95424, filed with the Commission on
August 4, 1995 and the Registrant's Registration Statement on Form S-8,
File No. 333-08981, filed with the Commission on July 26, 1996. With
respect to the Directors' Stock Option Plan, 25,000 shares and 25,000
shares, respectively, of Common Stock reserved for issuance pursuant
thereto were previously registered pursuant to the Registrant's
Registration Statement on Form S-8, File No. 33-87394, filed with the
Commission on December 15, 1994 and the Registrant's Registration
Statement on Form S-8, File No. 333-08981, filed with the Commission on
July 26, 1996.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933, as
amended, based on the average of the high and low prices per share of
Common Stock reported in the Nasdaq National Market on August 29, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Veeco Instruments Inc.'s (the "Company") (a)
Registration Statement on Form S-8, File Number 33-87394, filed with the
Securities and Exchange Commission (the "Commission") on December 15, 1994,
(b) Registration Statement on Form S-8, File Number 33-95424, filed with the
Commission on August 4, 1995 and (c) Registration Statement on Form S-8, File
Number 333-08981, filed with the Commission on July 26, 1996, are
incorporated herein by reference.
ITEM 8. EXHIBITS.
Exhibit
No. Description
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5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with
respect to legality of securities being registered (filed
herewith).
10.1 Amendment, dated May 15, 1997, to the Veeco Instruments
Inc. Amended and Restated 1992 Employees' Stock Option Plan
(filed herewith).
10.2 Amendment, dated July 25, 1997, to the Veeco Instruments
Inc. Amended and Restated 1992 Employees' Stock Option Plan
(filed herewith).
10.3 Amendment dated May 15, 1997 to the Amended and
Restated Veeco Instruments Inc. 1994 Stock Option Plan for
Outside Directors (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
(included in Exhibit 5.1).
24 Powers of Attorney (included on the signature page of this
Registration Statement).
II-1
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 Plainview, State of New York on
August 28, 1997.
VEECO INSTRUMENTS INC.
By: /s/ Edward H. Braun
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Edward H. Braun
Chairman, Chief Executive
Officer and President
POWER OF ATTORNEY. Each person whose signature appears below hereby
authorizes each of Edward H. Braun and John F. Rein, Jr., as
attorney-in-fact, to sign and file on his or her behalf, individually and in
each capacity stated below, any post-effective amendment to this registration
statement or any registration statement relating to this offering.
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 date indicated:
Date
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/s/ Edward H. Braun August 28, 1997
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Edward H. Braun
Chairman, Chief Executive Officer,
President and Director
(principal executive officer)
/s/ John F. Rein, Jr. August 28, 1997
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John F. Rein, Jr.
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
(principal financial officer)
S-1
Date
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/s/ Walter J. Scherr August 28, 1997
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Walter J. Scherr
Director
/s/ Richard A. D'Amore August 28, 1997
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Richard A. D'Amore
Director
/s/ Joel A. Elftmann August 28, 1997
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Joel A. Elftmann
Director
/s/ Paul R. Low August 28, 1997
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Paul R. Low
Director
/s/ James C. Wyant August 31, 1997
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James C. Wyant
Director
S-2
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
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5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with
respect to legality of securities being registered (filed
herewith).
10.1 Amendment, dated May 15, 1997, to the Veeco Instruments Inc.
Amended and Restated 1992 Employees' Stock Option Plan
(filed herewith).
10.2 Amendment, dated July 25, 1997, to the Veeco Instruments
Inc. Amended and Restated 1992 Employees' Stock Option Plan
(filed herewith).
10.3 Amendment, dated May 15, 1997, to the Amended and Restated
Veeco Instruments Inc. 1994 Stock Option Plan for Outside
Directors (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
(included in Exhibit 5.1).
24 Powers of Attorney (included on signature page of this
Registration Statement).