As filed with the Securities and Exchange Commission on October 8, 2004
Registration No. 333-
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AEHR TEST SYSTEMS
(Exact name of Registrant as specified in its charter)
California 94-2424084
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
400 Kato Terrace
Fremont, California 94539
(Address, including zip code, of Registrant's principal executive offices)
1996 STOCK OPTION PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Aehr Test Systems
400 Kato Terrace
Fremont, California 94539
(510) 623-9400
(Name, address, and telephone number, including area code,
of agent for service)
Copies to:
Mark Reinstra, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price Fee
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Common Stock, $.01 par
value to be issued under 700,000 (1) $2.72 $1,904,000 (3) $241.24
the 1996 Stock Option Plan
Common Stock, $.01 par
value to be issued under 100,000 (2) $2.31 $ 231,200 (3) $ 29.29
the 1997 Employee Stock
Purchase Plan
Total Registration Fee $270.53
(1) The 700,000 shares reflect an increase to the already existing 1996 Stock
Option Plan. Such additional 700,000 shares are covered by this Registration
Statement.
(2) The 100,000 shares reflect an increase to the already existing 1997
Employee Stock Purchase Plan. Such additional 100,000 shares are covered by
this Registration Statement.
(3) The Proposed Maximum Offering Price has been calculated 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 the average
of the high and low price of the Common Stock as reported on the Nasdaq
National Market on October 4, 2004 because the price at which the options to
be granted in the future is not currently determinable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE:
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Statement under General Instruction E - Registration of Additional
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Securities.
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Pursuant to General Instruction E of Form S-8, there are hereby
incorporated by reference into this Registration Statement, the Registration
Statement on Form S-8 previously filed by the Registrant with the Securities
and Exchange Commission ("SEC"), SEC File No. 333-52592, filed in connection
with an increase in the shares of the Registrant's Common Stock to the
Registrant's existing 1996 Stock Option Plan and 1997 Employee Stock Purchase
Plan, and the Registration Statement on Form S-8 previously filed by the
Registrant with the Securities and Exchange Commission ("SEC"), SEC File No.
333-40577, filed in connection with the shares under the 1986 Incentive Stock
Plan, the 1996 Stock Option Plan, and the 1997 Employee Stock Purchase Plan.
This Registration Statement registers additional shares of the Registrant's
Common Stock to be issued pursuant to the 1996 Stock Option Plan and 1997
Employee Stock Purchase Plan, and the following subsequent periodic reports
and information contained therein are hereby incorporated by reference into
this Registration Statement:
II-1
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended May 31, 2004, as filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on August 30, 2004.
(b) Proxy Statement filed September 27, 2004 in connection with the
Annual Meeting of Shareholders to be held October 19, 2004.
All documents filed 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 have been sold or which registers 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 8. Exhibits
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Exhibit
Number Document
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legally of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-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 Fremont, State of California, on
October 8, 2004.
Aehr Test Systems
By: /S/ RHEA J. POSEDEL
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Rhea J. Posedel, Chief
Executive Officer and
Chairman of the Board of
Directors
II-2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rhea J. Posedel and Gary L. Larson,
jointly and severally, as his or her attorney-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
the said attorneys-in-fact, or his or her 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 date indicated.
SIGNATURE TITLE DATE
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/S/ RHEA J. POSEDEL Chief Executive Officer and October 8, 2004
- ------------------------- Chairman of the Board (Principal
Rhea J. Posedel Executive Officer)
/S/ GARY L. LARSON Vice President of Finance and October 8, 2004
- ------------------------- Chief Financial Officer (Principal
Rhea J. Posedel Financial and Accounting Officer)
/S/ WILLIAM W.R. ELDER Director October 8, 2004
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William W.R. Elder
/S/ MARIO M. ROSATI Director October 8, 2004
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Mario M. Rosati
/S/ MUKESH PATEL Director October 8, 2004
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Mukesh Patel
II-3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
Aehr Test Systems
INDEX TO EXHIBITS
Exhibit
Number Document
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legally of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3)