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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 2000
REGISTRATION NO. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEVAC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-3125814
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
3550 BASSETT STREET
SANTA CLARA, CALIFORNIA 95054
(Address, including zip code of Registrant's principal executive offices)
EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
NORMAN H. POND
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
INTEVAC, INC.
3550 BASSETT STREET
SANTA CLARA, CA 95054
(408) 986-9888
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
HERBERT P. FOCKLER, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED (1) PER SHARE (2) OFFERING PRICE FEE
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Common Stock, no par value,
reserved for issuance under the Intevac,
Inc. Employee Stock Purchase Plan ("the Plan").... 500,000 $5.2063 $2,603,150.00 $687.23
TOTAL........................................ 500,000 $2,603,150.00 $687.23
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
(the "Securities Act") solely for the purpose of calculating the
registration fee. The computation is based upon the average of the high and
low sale prices of the Common Stock as reported on The Nasdaq National
Market on January 25, 2000, multiplied by 85%, which is the percentage of
the trading purchase price applicable to purchases under the referenced
Plan.
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INTEVAC, INC.
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THIS PROSPECTUS
Omitted pursuant to the instructions and provisions of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by Intevac, Inc. (the
"Registrant"):
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 filed with the Commission on March 12,
1999 pursuant to Section 13(a) the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 filed with the Commission on May 10, 1999
pursuant to Section 13(a) of the Exchange Act.
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 filed with the Commission on August 10, 1999
pursuant to Section 13(a) of the Exchange Act.
(4) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 filed with the Commission on November 3,
1999 pursuant to Section 13(a) of the Exchange Act.
(5) The Registrant's Definitive Proxy Statement on Schedule 14A filed
with the Commission on March 30, 1999 pursuant to Section 14(a)
of the Exchange Act.
(6) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated October 5,
1995, filed with the Commission pursuant to Section 12(g) of the
Exchange Act, including any amendment or report filed for the
purpose of updating such description.
(7) The information contained in the Registrant's Registration
Statement on Form S-8 (file No. 333-35801) filed with the
Commission on September 17, 1997.
In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
on or after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this Registration Statement, shall be
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deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such earlier statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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).
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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4.1 Employee Stock Purchase Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., with respect to
the securities being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-3).
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, as amended,
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 28th
day of January 2000.
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
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,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may 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 and Chief January 28, 2000
- ---------------------------------- Executive Officer (Principal Executive
Norman H. Pond Officer)
/s/ Charles B. Eddy, III Vice President, Finance and Administration, January 28, 2000
- ---------------------------------- Chief Financial Officer, Treasurer and
Charles B. Eddy, III Secretary
(Principal Financial and Accounting Officer)
/s/ Robert D. Hempstead Director January 28, 2000
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Robert D. Hempstead
/s/ Edward Durbin Director January 28, 2000
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Edward Durbin
/s/ David N. Lambeth Director January 28, 2000
- ----------------------------------
David N. Lambeth
/s/ H. Joseph Smead Director January 28, 2000
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H. Joseph Smead
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Employee Stock Purchase Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C., with respect to
the securities being registered.
23.1 Consent of Independent Auditors.