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 of 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
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Amount Proposed
of Shares Proposed Maximum
Title of To Be Maximum Aggregate Amount of
Securities To Registered Offering Price Offering Price Registration
Be Registered (1) Per Unit Fee
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Common Stock,
par value $.01 766,003 31.8125(2) $24,368,470(2) $6,774.43
per share
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Common Stock,
par value $.01 700,000 $24.00(3) $16,800,000(3) $4,670.40
per share
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Common Stock,
par value $.01 33,997 $35.00(4) $ 1,189,895(4) $ 330.79
per share
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(1) This represents in the aggregate (a) an additional 1,400,000 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 100,000 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, 300,000 shares and 600,000
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, the Registrant's
Registration Statement on Form S-8, File No. 333-08981, filed with the
Commission on July 26, 1996 and the Registrant's Registration Statement on
Form S-8, File No. 333-35009, filed with the Commission on September 5,
1997. With respect to the Directors' Stock Option Plan, 65,000 shares,
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, the Registrant's Registration
Statement on Form S-8, File No. 333-08981, filed with the Commission on
July 26, 1996 and the Registrant's Registration Statement on Form S-8,
File No. 333-35009, filed with the Commission on September 5, 1997.
(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 May 26, 1999.
(3) Determined for the purpose of computing the registration fee in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, based on
the exercise price of options granted pursuant to the Employees' Stock
Option Plan.
(4) Determined for the purpose of computing the registration fee in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, based on
the exercise price of options granted pursuant to the Directors' Stock
Option Plan.
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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, (c) Registration Statement on Form S-8, File
Number 333-08981, filed with the Commission on July 26, 1996 and (d)
Registration Statement on Form S-8, File Number 333-35009, filed with the
Commission on September 5, 1997, are incorporated herein by reference.
ITEM 8. EXHIBITS
Exhibit No. Description
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with respect
to the legality of securities being registered (filed herewith).
10.1 Amendment, dated as of May 29, 1998, to the Veeco Instruments Inc.
Amended and Restated 1992 Employees' Stock Option Plan (filed
herewith).
10.2 Amendment, dated as of May 14, 1999 to the Veeco Instruments Inc.
Amended and Restated 1992 Employees' Stock Option Plan (filed
herewith).
10.3 Amendment, dated as of May 21, 1999 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).
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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 duly
authorized, in the City of Plainview, State of New York on May 27, 1999.
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 May 27, 1999
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Edward H. Braun
Chairman, Chief Executive Officer,
President and Director
(principal executive officer)
/s/ John F. Rein, Jr. May 27, 1999
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John F. Rein, Jr.
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
(principal financial officer)
/s/ John P. Kiernan May 27, 1999
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John P. Kiernan
Vice President - Corporate Controller
(principal accounting officer)
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/s/ Richard A. D'Amore May 27, 1999
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Richard A. D'Amore
Director
/s/ Joel A. Elftmann May 27, 1999
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Joel A. Elftmann
Director
/s/ Virgil Elings May 27, 1999
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Virgil Elings, Ph.D.
Director
/s/ Paul R. Low May 27, 1999
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Dr. Paul R. Low
Director
/s/ Roger D. McDaniel May 27, 1999
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Roger D. McDaniel
Director
/s/ Walter J. Scherr May 27, 1999
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Walter J. Scherr
Director
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EXHIBIT INDEX
Exhibit No. Document
5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with respect
to the legality of securities being registered (filed herewith).
10.1 Amendment, dated as of May 29, 1998, to the Veeco Instruments Inc.
Amended and Restated 1992 Employees' Stock Option Plan (filed
herewith).
10.2 Amendment, dated as of May 14, 1999, to the Veeco Instruments Inc.
Amended and Restated 1992 Employees' Stock Option Plan (filed
herewith).
10.3 Amendment, dated as of May 21, 1999 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).
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