As filed with the Securities and Exchange Commission on July 26, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________
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
__________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount
Title of Amount to be offering aggregate of
securities registered price per offering registra
to be registered (1) unit (2) price(2) tion fee
-------------------------------------------------------------------
Common Stock, par 325,000 $ 9.875 $ 3,209,375 $ 1,106.69
value $.01 per shares
share
------------------------------
(1) This total represents (a) an additional 300,000 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 25,000 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
and 250,000 shares of Common Stock reserved for issuance
pursuant thereto were previously respectively 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,
and the Registrant's Registration Statement on Form S-8,
File No. 33-95424, filed with the Commission on August 4,
1995. With respect to the Directors' Stock Option Plan,
25,000 shares 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.
(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 July 24, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Veeco Instruments Inc.'s (the "Company")
Registration Statement on Form S-8, File Number 33-87394, filed
with the Securities and Exchange Commission (the "Commission") on
December 15, 1994, and the Company's Registration Statement on
Form S-8, File Number 33-95424, filed with the Commission on
August 4, 1995, are incorporated herein by reference.
Item 8. Exhibits.
Exhibit
No. Description
------- -----------
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP
with respect to legality of securities being
registered (filed herewith).
10.1 Veeco Instruments Inc. Amended and Restated 1992
Employees' Stock Option Plan (filed herewith).
10.2 Amendment 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 a 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 July 25, 1996.
VEECO INSTRUMENTS INC.
By:/s/ Edward H. Braun
---------------------------
Edward H. Braun
Chairman, Chief Executive
Officer and President
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. Each person
whose signature appears below hereby authorizes each of Edward H.
Braun, John F. Rein, Jr. and John P. Kiernan, 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.
Date
----
/s/ Edward H. Braun
----------------------------------- July 25, 1996
Edward H. Braun
Chairman, Chief Executive Officer,
President and Director
(principal executive officer)
/s/ John F. Rein, Jr.
----------------------------------- July 25, 1996
John F. Rein, Jr.
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
(principal financial officer)
/s/ John P. Kiernan
----------------------------------- July 25, 1996
John P. Kiernan
Corporate Controller
(principal accounting officer)
S-1
Date
----
/s/ Walter J. Scherr
----------------------------------- July 25, 1996
Walter J. Scherr
Director
/s/ Richard A. D'Amore
----------------------------------- July 25, 1996
Richard A. D'Amore
Director
/s/ Joel A. Elftmann
----------------------------------- July 25, 1996
Joel A. Elftmann
Director
/s/ Paul R. Low
----------------------------------- July 25, 1996
Paul R. Low
Director
S-2
EXHIBIT INDEX
Sequential
Exhibit Document Page No.
-------- -------- --------
No.
---
5.1 Opinion of Kaye, Scholer, Fierman, Hays &
Handler, LLP with respect to legality of
securities being registered (filed
herewith).
10.1 Veeco Instruments Inc. Amended and
Restated 1992 Employees' Stock Option Plan
(filed herewith).
10.2 Amendment 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).