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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INFICON Holding AG
(Exact Name of Registrant as Specified in its Charter)
Switzerland Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
INFICON HOLDING AG
Directors Stock Option Plan
Management Stock Option Plan
Key Employee Stock Option Plan
(Full Title of the Plan)
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INFICON Inc.
Two Technology Place
East Syracuse, New York 13057
Attention: Peter G. Maier
(Name and Address of Agent for Service)
(315) 434-1100
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount
to be Offering Price Aggregate of
Title of Securities to be Registered Registered Per Share(1) Offering Price Registration Fee
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Ordinary Shares, par value CHF
10 per share(2) 100,000 $109.49 $10,949,000 $1,007.31
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(1) Estimated solely for the purpose of calculating the registration fee. The
estimate is made pursuant to Rule 457 under the Securities Act of 1933 and is
based upon the average high and low prices for the Ordinary Shares quoted on the
Swiss Stock Exchange on May 24, 2002 and on an exchange rate of $0.6338 to CHF
1, the exchange rate for that date quoted in The Wall Street Journal.
(2) Subject to the discretion of the board of directors of INFICON Holding AG,
the Ordinary Shares registered hereby may be represented by American Depositary
Shares evidenced by American Depositary Receipts, at a ratio of one tenth of one
Ordinary Share for each American Depositary Share, which American Depositary
Shares have been registered on October 19, 2000 pursuant to a separate
Registration Statement on Form F-6 (Registration Statement No. 333-12708), is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 (the "Securities Act") and the "Note" to Part I of Form
S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information. *
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* Information required by Part I to be included in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 (the "Securities Act") and the "Note" to Part I of
Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by INFICON Holding AG (the "Registrant") are incorporated by
reference in this Registration Statement:
(i) the Registrant's Annual Report on Form 20-F (SEC File No. 000-30980)
for the year ended December 31, 2001, filed with the Commission on April 1,
2002.
(ii) the Registrant's Interim Reports on Form 6-K (SEC File No. 000-30980)
filed on February 19, 2002, April 2, 2002, April 15, 2002, and May 14, 2002.
To the extent designated therein, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c) and 15(d) of the Exchange Act,
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 in this
Registration Statement and to be a part thereof from the date of filing of such
documents. Any statement contained herein or in any 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 statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Neither our articles of incorporation nor Swiss law provide
indemnification for officers and directors. INFICON Holding AG has purchased
directors and officers liability insurance in the amount of CHF 30,000,000.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
4.1 Form of Deposit Agreement, dated as of November 8, 2000, among the
Registrant, The Bank of New York, as depository, and the owners and
beneficial owners from time to time of American Depositary Receipts,
including the form of American Depositary Receipt (incorporated by
reference to Exhibit 3(a) of the Registrant's Registration Statement
on Form F-6 filed with the Commission on October 19, 2000 as
Registration No. 333-12708).
4.2 Directors Stock Option Plan.
4.3 Management Stock Option Plan.
4.4 Key Employee Stock Option Plan.
5 Opinion of Dr. Christophe Sarasin of Fromer, Schultheiss & Staehelin
as to the validity of the shares being issued.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dr. Christophe Sarasin of Fromer, Schultheiss & Staehelin
is included in his opinion filed as Exhibit 5.
24 Power of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made of securities registered hereby, a post-effective amendment to this
Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
(ii) That, for the purpose of determining any liability under the
Securities Act, 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; and
(iii) 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.
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(b) The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 occurred
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 director, officer or controlling person in connection with the
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
Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. 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 Syracuse, New York on the 24th day of May, 2002.
INFICON Holding AG
By: /s/ James L. Brissenden
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Name: James L. Brissenden
Title: Chief Executive Officer,
President and Director
By: /s/ Peter G. Maier
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Name: Peter G. Maier
Title: Vice President and
Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates set forth opposite the signatures below.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below, being a member of the Board of Directors of INFICON Holding AG
(the "Registrant") constitutes and appoints James L. Brissenden, President,
Chief Executive Officer and Director, and Peter G. Maier, Vice President and
Chief Financial Officer, and each of them jointly and severally, with full power
to act with the other, his true and lawful attorneys-in-fact and agents, with
full and several power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign and execute a Registration Statement
on Form S-8 (the "Registration Statement") of Registrant relating to stock of
the Registrant, and options by Registrant on its stock, to be offered to
directors, management and key employees pursuant to the Registrant's Directors
Stock Option Plan, Management Stock Option Plan and Key Employee Stock Option
Plan, and any and all amendments, including post-effective amendments, and
supplements to the Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the United
States 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, as fully 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 or substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Date
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/s/ James L. Brissenden May 13, 2002
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James L. Brissenden
/s/ John J. Grad May 13, 2002
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John J. Grad
/s/ Kurt Mueck May 13, 2002
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Kurt Mueck
/s/ Paul E. Otth May 22, 2002
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Paul E. Otth
/s/ Thomas Staehelin May 13, 2002
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Thomas Staehelin
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/s/ Karsten Ottenberg May 13, 2002
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Karsten Ottenberg
/s/ James L. Brissenden May 24, 2002
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James L. Brissenden, as attorney-in-fact
/s/ Peter G. Maier May 24, 2002
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Peter G. Maier, as attorney-in-fact
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