S-8 1 a2055696zs-8.txt FORM S-8 As filed with the Securities and Exchange Commission on August 2, 2001 -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------- VEECO INSTRUMENTS INC. (Exact name of registrant as specified in its charter) Delaware 11-2989601 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 Sunnyside Boulevard Woodbury, New York 11797 (Address of Principal Executive Offices) (ZIP Code) ------------------------------------- Veeco Instruments Inc. 2000 Stock Option Plan Veeco Instruments Inc. 2000 Stock Option Plan for Non-Officer Employees (Full title of the plans) ------------------------------------- Gregory A. Robbins Vice President and General Counsel Veeco Instruments Inc. 100 Sunnyside Boulevard Woodbury, New York 11797 (Name and address of agent for service) (516) 677-0200 (Telephone number, including area code, of agent for service) ------------------------------------- CALCULATION OF REGISTRATION FEE
================================================================================== Title of Each Amount to be Proposed Proposed Amount of Class of Registered Maximum Maximum Registration Fee Securities to be Offering Price Aggregate Registered Per Share (1) Offering Price (1) ---------------------------------------------------------------------------------- Common Stock, 1,470,000 (2) $39.095 $57,469,650 $15,172 $0.01 par value ==================================================================================
(1) An estimate, based on the average of the high and low prices as of July 26, 2001 as determined in accordance with Rule 457(c) and (h) under the Securities Act of 1933, has been made solely for the purpose of calculating the registration fee relating to the 1,470,000 shares of Common Stock to be registered hereunder and subsequently offered at prices computed upon the basis of fluctuating market prices. (2) Represents an additional 950,000 shares of Common Stock issuable pursuant to the Veeco Instruments Inc. 2000 Stock Option Plan (the "2000 Plan") and an additional 520,000 shares of Common Stock issuable pursuant to the Veeco Instruments Inc. 2000 Stock Option Plan for Non-Officer Employees (the "2000 Non-Officer Plan"). 1,250,000 shares of Common Stock issuable pursuant to the 2000 Plan were previously registered pursuant to the registrant's Registration Statement on Form S-8, File Number 333-39156, filed on June 13, 2000. 150,000 shares of Common Stock issuable pursuant to the 2000 Non-Officer Plan were previously registered pursuant to the registrant's Registration Statement on Form S-8, File Number 333-49476, filed on November 7, 2000. This registration statement also relates to such indeterminate number of additional shares of Common Stock of Veeco Instruments Inc. as may be issuable as a result of stock splits, stock dividends or additional similar transactions. -------------------------------------------------------------------------------- Pursuant to General Instruction E to Form S-8, this registration statement on Form S-8 registers the offer and sale of an additional 950,000 shares of Common Stock for issuance under the 2000 Plan and an additional 520,000 shares of Common Stock for issuance under the 2000 Non-Officer Plan. The contents of the prior registration statement for the 2000 Plan, File Number 333-39156, filed on June 13, 2000, and the contents of the prior registration statement for the 2000 Non-Officer Plan, File Number 333-49476, filed on November 7, 2000, are hereby incorporated by reference. Item 8. Exhibits 4.1 Amendment No. 1 dated May 11, 2001 to the Veeco Instruments Inc. 2000 Stock Option Plan. 4.2 Amendment No. 1 dated July 26, 2001 to the Veeco Instruments Inc. 2000 Stock Option Plan for Non-Officer Employees. 5.1 Opinion of Gregory A. Robbins as to the legality of shares of Common Stock being registered 23.1 Consent of Ernst & Young LLP 23.2 PriceWaterhouseCoopers LLP 23.3 Consent of Gregory A. Robbins (included in the opinion filed as Exhibit 5.1) 24.1 Power of Attorney (included on the signature pages hereof) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Plainview, New York, on August 2, 2001. Veeco Instruments Inc. By: /s/ Edward H. Braun ----------------------- Name: Edward H. Braun Title: Chairman, Chief Executive Officer and President POWER OF ATTORNEY Each of the undersigned, in the capacities relative to the registrant stated below, hereby appoints Edward H. Braun, John F. Rein, Jr. and Gregory A. Robbins, and each of them acting individually, his true and lawful attorneys-in-fact, with full power of substitution, to sign and file with the Securities and Exchange Commission this registration statement and any and all amendments, including post-effective amendments, to this registration statement. Pursuant to the requirements of the Securities Act of 1933, this registration statement and power of attorney has been signed by the following persons in the capacities indicated on August 2, 2001. SIGNATURES CAPACITY /s/ Edward H. Braun Director, Chairman and Chief --------------------------------------- Executive Officer (principal Edward H. Braun executive officer) /s/ John F. Rein, Jr. Executive Vice President, Chief --------------------------------------- Financial Officer and Secretary John F. Rein, Jr. (principal financial officer) /s/ John P. Kiernan Vice President--Finance and --------------------------------------- Corporate Controller (Principal John P. Kiernan Accounting Officer) /s/ Richard A. D'Amore Director --------------------------------------- Richard A. D'Amore /s/ Joel A. Elftmann Director --------------------------------------- Joel A. Elftmann /s/ Heinz K. Fridrich Director --------------------------------------- Heinz K. Fridrich /s/ Douglas A. Kingsley Director --------------------------------------- Douglas A. Kingsley /s/ Dr. Paul R. Low Director --------------------------------------- Dr. Paul R. Low /s/ Roger D. McDaniel Director --------------------------------------- Roger D. McDaniel /s/ Irwin H. Pfister Director --------------------------------------- Irwin H. Pfister /s/ Walter J. Scherr Director --------------------------------------- Walter J. Scherr INDEX TO EXHIBITS 4.1 Amendment No. 1 dated May 11, 2001 to the Veeco Instruments Inc. 2000 Stock Option Plan. 4.2 Amendment No. 1 dated July 26, 2001 to the Veeco Instruments Inc. 2000 Stock Option Plan for Non-Officer Employees. 5.1 Opinion of Gregory A. Robbins as to the legality of shares of Common Stock being registered 23.1 Consent of Ernst & Young LLP 23.2 PriceWaterhouseCoopers LLP 23.3 Consent of Gregory A. Robbins (included in the opinion filed as Exhibit 5.1) 24.1 Power of Attorney (included on the signature pages hereof)