As filed with the Securities and Exchange Commission on August 14, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
NANOMETRICS INCORPORATED
(Exact name of Registrant as specified in its charter)
----------------
CALIFORNIA 94-2276314
---------- ----------
(State of incorporation) (I.R.S. Employer Identification No.)
310 DeGuigne Drive
Sunnyvale, California 94086
(Address, including zip code, of Registrant's principal executive offices)
----------------
1991 STOCK OPTION PLAN (As Amended Through May 15, 1997)
(Full title of the plan)
----------------
Vincent J. Coates
Chief Executive Officer
Nanometrics Incorporated
310 DeGuigne Drive
Sunnyvale, California 94086
(408) 746-1600
(Name, address, and telephone number, including area code, of agent for service)
----------------
Copy to:
BARRY E. TAYLOR, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
CALCULATION OF REGISTRATION FEE
==============================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------------------------------------
Common Stock, no par value
To be issued under 1991 Stock Option
Plan................................. 1,500,000 shares $9.734(1) $14,601,000 $4,424.55
==============================================================================================================
(1) Computed in accordance with Rule 457 under the Securities Act of 1933, as
amended. Such computation is based on an estimated exercise price of $9.734
per share of Nanometrics Incorporated Common Stock, representing the average
of the high and low prices of Nanometrics Incorporated Common Stock on the
Nasdaq National Market on August 11, 1997.
===============================================================================
NANOMETRICS INCORPORATED
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN 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 by
Nanometrics Incorporated (the "Company") with the Securities and Exchange
Commission (the "Commission"):
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(2) The Company's quarterly report on Form 10-Q for the fiscal
quarters ended June 30, 1997 and March 31, 1997 respectively.
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on April 29, 1985 pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents filed by the Company 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 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 part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article V of the Company's Restated
Articles of Incorporation and Section 6.1 of Article VI of the Company's Bylaws
provide for indemnification of its directors, officers, employees
II-2
and other agents to the maximum extent permitted by the California Corporations
Code. In addition, the Company has entered into indemnification agreements with
its officers and directors.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
Number Description
------- -----------------------------------------------------------
4.1 1991 Stock Option Plan and form of Stock Option Agreements,
as amended through May 15, 1997.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a
Professional Corporation as to legality of securities
being registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, a
Professional Corporation (contained in Exhibit 5.1 hereto).
23.2 Independent Auditors' Consent.
24.1 Power of Attorney (see page II-5).
Item 9. Undertakings.
------------
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) 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.
(3) 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.
(4) 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 Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the 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.
II-3
B. The undersigned registrant hereby 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 section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the 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. The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus to each employee to whom the prospectus is
sent or give a copy of the registrant's annual report to stock holders for its
last fiscal year, unless such employee otherwise has received a copy of such
report, in which case the registration shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report on written request
of the employee. If the last fiscal year of the registrant has ended within 120
days prior to the use of the prospectus, the annual report of the registrant for
the preceding fiscal year may be so delivered, but within such 120 days period
the annual report for the last fiscal year will be furnished to each such
employee.
D. The undersigned registrant hereby undertakes to transmit or
cause to be transmitted to all employees participating in the plan who do not
otherwise receive such materials as stockholders of the registrant, at the time
and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
E. 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 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
incurred 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Nanometrics Incorporated, 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 undesigned,
thereunto duly authorized, in the City of Sunnyvale, State of California, on
August 12, 1997.
NANOMETRICS INCORPORATED
By: /s/ Vincent J. Coates
----------------------------------------------
Vincent J. Coates
Chief Executive Officer and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Vincent J. Coates and Paul B. Nolan and each of
them, as his attorney-in-fact, with full power of substitution in each, for him
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 attorney-in-fact, or his substitutes, may
do or cause to be done by virtue hereof.
II-5
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Capacity Date
- ----------------------- --------------------------------- -----------------
/s/ Vincent J. Coates Chief Executive Officer and August 11, 1997
- ----------------------- Chairman of the Board of Directors
Vincent J. Coates (Principal Executive Officer)
/s/ Paul B. Nolan Chief Financial Officer and Vice August 11, 1997
- ----------------------- President (Principal Accounting
Paul B. Nolan and Financial Officer)
/s/ Nathaniel Brenner Director August 11, 1997
- -----------------------
Nathaniel Brenner
/s/ Norman V. Coates Director August 11, 1997
- -----------------------
Norman V. Coates
/s/ John D. Heaton President, Chief Operating Officer August 11, 1997
- ----------------------- and Director
John D. Heaton
/s/ Kanegi Nagai Director August 11, 1997
- -----------------------
Kanegi Nagai
/s/ Clifford F. Smedley Director August 11, 1997
- -----------------------
Clifford F. Smedley
II-6
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------------------------------------------------
4.1 1991 Stock Option Plan and form of Stock Option
Agreements, as amended through May 15, 1997.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, a
Professional Corporation as to legality of securities
being registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, a
Professional Corporation (contained in Exhibit 5.1
hereto).
23.2 Independent Auditors' Consent.
24.1 Power of Attorney (see page II-5).