As filed with the Securities and Exchange Commission on September 13, 2002
Registration No. :333-99447
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
GENUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------------
CALIFORNIA 94-2790804
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1139 KARLSTAD DRIVE
SUNNYVALE, CA 94086
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE))
----------------------
2000 STOCK PLAN
1989 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
----------------------
WILLIAM W. R. ELDER
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
GENUS, INC.
1139 KARLSTAD DRIVE
SUNNYVALE, CA 94086
(408) 747-7120
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------
COPY TO:
MARK CASILLAS, ESQ.
WILLIAM GRAVES, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
==============================================================================================================================
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PER SHARE PRICE REGISTRATION FEE
- ---------------------------------------- ------------------------ ------------------ ------------------- -----------------
Common Stock, no par value, to be issued
under the 2000 Stock Plan 1,000,000 (1) $ 1.615 (2) $ 1,615,000 $ 148.58
- ---------------------------------------- ------------------------ ------------------ ------------------- -----------------
Common Stock, no par value, to be issued
under the 1989 Employee Stock Purchase
Plan 300,000 $ 1.373 (3) $ 411,900 $ 37.89
- ---------------------------------------- ------------------------ ------------------ ------------------- -----------------
TOTAL 1,300,000 $ 2,026,900 $ 186.47
======================================== ======================== ================== =================== =================
(1) The 2000 Stock Plan replaced the 1991 Stock Plan. The unissued shares under
the 1991 Stock Plan are no longer issuable under the 1991 Stock Plan, and
are now issuable under the 2000 Stock Plan; an increase of 1,000,000 shares
is added to the 2000 Stock Plan for future grants, and such 1,000,000
additional shares are covered by this Registration Statement.
(2) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 as to the
1,000,000 shares of Common Stock authorized for issuance pursuant to the
2000 Stock Plan, solely for the purpose of calculating the registration
fee. No options have been granted with respect to such shares. The
computation is based upon the average of the high and low price of the
Common Stock as reported on the Nasdaq National Market on September 12,
2002 because the price at which the options to be granted in the future may
be exercised is not currently determinable.
(3) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee. The computation is based upon
85% (see explanation in following sentence) of the average of the high and
low price of the Common Stock as reported on the Nasdaq National Market on
September 12, 2002 because the price at which the options to be granted in
the future may be exercised is not currently determinable. Pursuant to the
Employee Stock Purchase Plan, which plan is incorporated by reference
herein, the Purchase Price of a share of Common Stock shall mean an amount
equal to 85% of the Fair Market Value of a share of Common Stock on the
Enrollment Date or the Exercise Date, whichever is lower.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
-------------------------------------------
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES.
Pursuant to General Instruction E of Form S-8, there are hereby
incorporated by reference into this Registration Statement the Registration
Statements on Form S-8 previously filed by the Registrant with the Securities
and Exchange Commission ("SEC"), SEC File Nos. 333-64072, 333-29999, 333-70815,
333-84837 and 333-40332, filed in connection with the 1991 Incentive Stock
Option Plan, the 1989 Employee Stock Purchase Plan, and the 2000 Stock Plan.
This Registration Statement registers additional shares of the Registrant's
Common Stock to be issued pursuant to the 2000 Stock Plan and the 1989 Employee
Stock Purchase Plan, and the following subsequent periodic reports and
information contained therein are hereby incorporated by reference into this
Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, as filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
April 1, 2002.
2. The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2002, as filed pursuant to Section 13 (a) of
the Exchange Act on May 15, 2002.
3. The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2002, as filed pursuant to Section 13 (a) of the
Exchange Act on August 14, 2002.
4. Proxy Statement filed as of April 30, 2002 in connection with the
Annual Meeting of Shareholders held on June 19, 2002.
5. The Registrant's Current Report on Form 8-K filed as of August 20,
2002.
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.
-2-
ITEM 8. EXHIBITS.
--------
NUMBER DOCUMENT
- ------ -----------------------------------------------------------------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 4).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-3-
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 Sunnyvale, State of California, on this 13th day of
September, 2002.
GENUS, INC.
By: /s/ William W.R. Elder
------------------------------
WILLIAM W. R. ELDER
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Shum Mukherjee and William W. R. Elder,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, 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 each of said
attorney-in-fact, or his 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.
Signatures Title Date
- ------------------------ ------------------------------------- --------------
President, Chief Executive Officer
/s/ William W.R. Elder and Chairman of the Board (Principal
- ------------------------ Executive Officer) September 13, 2002
WILLIAM W. R. ELDER
Chief Financial Officer and Vice
/s/ Shum Mukherjee President of Finance (Principal
- ------------------------ Financial and Accounting Officer) September 13, 2002
SHUM MUKHERJEE
/s/ G. Frederick Forsyth Director September 13, 2002
- ------------------------
G. FREDERICK FORSYTH
/s/ Todd S. Myhre Director September 13, 2002
- ------------------------
TODD S. MYHRE
/s/ Mario M. Rosati Director September 13, 2002
- ------------------------
MARIO M. ROSATI
/s/ George D. Wells Director September 13, 2002
- ------------------------
GEORGE D. WELLS
/s/ Robert J. Richardson Director September 13, 2002
- ------------------------
ROBERT J. RICHARDSON
-4-