-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IyaPzqxCSoUglTpK9stmUmI6rUNJ5aQacUzhpLHuaYj+EiM7RSpaaIkxhtFZo2lE 0gRNld8oGEzX7JR0J5nqNA== 0000912057-02-021800.txt : 20020523 0000912057-02-021800.hdr.sgml : 20020523 20020523163506 ACCESSION NUMBER: 0000912057-02-021800 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20020523 EFFECTIVENESS DATE: 20020523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VEECO INSTRUMENTS INC CENTRAL INDEX KEY: 0000103145 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 112989601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-88946 FILM NUMBER: 02661221 BUSINESS ADDRESS: STREET 1: TERMINAL DR CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5163498300 FORMER COMPANY: FORMER CONFORMED NAME: VACUUM ELECTRONIC MANUFACTURING CORP DATE OF NAME CHANGE: 19700408 S-8 1 a2080920zs-8.txt FORM S-8 As filed with the Securities and Exchange Commission on May 23, 2002 - -------------------------------------------------------------------------------- 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 (516) 677-0200 (Address and telephone number of Principal Executive Offices) ------------------------------------- Veeco Instruments Inc. 2000 Stock Option Plan (as amended) (Full title of the plan) ------------------------------------- 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 ============================ ==================== ======================== =================== ========================= Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Offering Price Per Aggregate Amount of Securities to be Registered Registered Share (1) Offering Price (1) Registration Fee - ---------------------------- -------------------- ------------------------ ------------------- ------------------------- Common Stock, $0.01 par value per share 2,200,000 (2) $29.77 $65,494,000 $6,025.45 ============================ ==================== ======================== =================== =========================
(1) An estimate, based on the average of the high and low prices as of May 22, 2002 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 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 2,200,000 shares of Common Stock issuable pursuant to the Registrant's 2000 Stock Option Plan (the "Plan"). 1,250,000 shares and 950,000 shares of Common Stock issuable pursuant to the Plan were previously registered pursuant to the Registrant's Registration Statements on Form S-8, File Number 333-39156, filed on June 13, 2000 and File Number 333-66574, filed on August 2, 2001, respectively. 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 2,200,000 shares of Common Stock for issuance under the Plan. The contents of the prior registration statements for the Plan, File Number 333-39156, filed on June 13, 2000, and File Number 333-66574, filed on August 2, 2001, are hereby incorporated by reference. Item 8. Exhibits 4.1 Amendment No. 2 dated May 10, 2002 to the Veeco Instruments Inc. 2000 Stock Option Plan. 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 Consent of 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) 1 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 Woodbury, New York, on May 23, 2002. 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 have been signed by the following persons in the capacities indicated on May 23, 2002.
Signatures Capacity - ---------- -------- /s/ Edward H. Braun Director, Chairman and Chief Executive Officer - ------------------------------ (principal executive officer) Edward H. Braun /s/ John F. Rein, Jr. Executive Vice President, Chief Financial Officer, - ------------------------------ Treasurer and Secretary (principal financial John F. Rein, Jr. officer) /s/ John P. Kiernan Vice President, Finance and Corporate Controller - ------------------------------ (Principal Accounting Officer) John P. Kiernan /s/ Richard A. D'Amore Director - ------------------------------ Richard A. D'Amore
2 /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/ Paul R. Low Director - ------------------------------ 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 3 INDEX TO EXHIBITS 4.1 Amendment No. 2 dated May 10, 2002 to the Veeco Instruments Inc. 2000 Stock Option Plan. 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 Consent of 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) 4 EX-4.1 3 a2080920zex-4_1.txt EXHIBIT 4.1 EXHIBIT 4.1 AMENDMENT NO. 2 TO VEECO INSTRUMENTS INC. 2000 STOCK OPTION PLAN Effective May 10, 2002 Section 5(a) of the Veeco Instruments Inc. 2000 Stock Option Plan, as amended (the "Plan"), is hereby amended to read, in its entirety, as follows: 5. GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN The Committee may, from time to time, grant Options to one or more Eligible Persons; provided, however, that: (a) Subject to Section 9, the aggregate number of shares of Stock in respect of which Options may be granted under the Plan shall not exceed 4,400,000; * * * * * EX-5.1 4 a2080920zex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 VEECO INSTRUMENTS INC. 100 Sunnyside Boulevard Woodbury, NY 11797 May 23, 2002 Veeco Instruments Inc. 100 Sunnyside Boulevard Woodbury, New York 11797 Ladies and Gentlemen: I am Vice President and General Counsel of Veeco Instruments Inc., a Delaware corporation (the "Company"), and in such capacity I have acted as counsel to the Company in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder (the "Rules"). The Registration Statement covers 2,200,000 shares (the "Shares"), par value $0.01 per share of common stock ("Common Stock") of the Company, to be issued pursuant to the Company's 2000 Stock Option Plan, as amended (the "Plan"). In that connection, I have reviewed copies of the Company's certificate of incorporation, its bylaws, resolutions of its board of directors, the Registration Statement, the Plan and such other documents as I have deemed appropriate. On the basis of such review, and having regard to legal considerations I deem relevant, I am of the opinion that the Shares have been duly authorized for issuance and that the Shares, when issued and delivered by the Company and paid for in accordance with the terms and provisions of the Plan, will be validly issued, fully paid and nonassessable. I am admitted to practice law in the State of New York and, as such, the opinion set forth above is based as to matters of law solely on applicable provisions of the General Corporation Law of the State of Delaware and I express no opinion as to any other laws, statutes, ordinances, rules or regulations. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required by the Act or the Rules. Sincerely, /s/ Gregory A. Robbins Gregory A. Robbins Vice President and General Counsel EX-23.1 5 a2080920zex-23_1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) of our report dated February 7, 2002, with respect to the consolidated financial statements and schedule of Veeco Instruments Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Melville, New York May 23, 2002 EX-23.2 6 a2080920zex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Veeco Instruments Inc. of our report dated October 18, 1999 relating to the financial statements of CVC, Inc., which appears in Veeco Instruments Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001. /s/ PricewaterhouseCoopers LLP Rochester, New York May 22, 2002 -----END PRIVACY-ENHANCED MESSAGE-----