-----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, Lnh5BXHjA/LQWa6Sih+7q8Db5SrvlVaCN4nIUe6V9xiINdj/RjXahmhbrHxK9nGx oaVy5qFpgWRQ2J7KpRQZRg== 0001005477-99-002686.txt : 19990624 0001005477-99-002686.hdr.sgml : 19990624 ACCESSION NUMBER: 0001005477-99-002686 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990527 EFFECTIVENESS DATE: 19990527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VEECO INSTRUMENTS INC CENTRAL INDEX KEY: 0000103145 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 112989601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-79469 FILM NUMBER: 99636214 BUSINESS ADDRESS: STREET 1: TERMINAL DR CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5163498300 S-8 1 FORM S-8 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 of other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) TERMINAL DRIVE, PLAINVIEW, NEW YORK 11803 (Address of principal executive offices) VEECO INSTRUMENTS INC. AMENDED AND RESTATED 1992 EMPLOYEES' STOCK OPTION PLAN AMENDED AND RESTATED VEECO INSTRUMENTS INC. 1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS EDWARD H. BRAUN CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT VEECO INSTRUMENTS INC. TERMINAL DRIVE PLAINVIEW, NEW YORK 11803 (Name and address of agent for service) (516) 349-8300 (Telephone number, including area code, of agent for service) Copies to: RORY A. GREISS, ESQ. KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP 425 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 836-8000 CALCULATION OF REGISTRATION FEE ================================================================================ Amount Proposed of Shares Proposed Maximum Title of To Be Maximum Aggregate Amount of Securities To Registered Offering Price Offering Price Registration Be Registered (1) Per Unit Fee - -------------------------------------------------------------------------------- Common Stock, par value $.01 766,003 31.8125(2) $24,368,470(2) $6,774.43 per share - -------------------------------------------------------------------------------- Common Stock, par value $.01 700,000 $24.00(3) $16,800,000(3) $4,670.40 per share - -------------------------------------------------------------------------------- Common Stock, par value $.01 33,997 $35.00(4) $ 1,189,895(4) $ 330.79 per share ================================================================================ (1) This represents in the aggregate (a) an additional 1,400,000 shares of Common Stock reserved for issuance pursuant to the Veeco Instruments Inc. Amended and Restated 1992 Employees' Stock Option Plan (the "Employees' Stock Option Plan") and (b) an additional 100,000 shares of Common Stock reserved for issuance pursuant to the Amended and Restated Veeco Instruments Inc. 1994 Stock Option Plan for Outside Directors (the "Directors' Stock Option Plan"). With respect to the Employees' Stock Option Plan, 276,787 shares, 250,000 shares, 300,000 shares and 600,000 shares, respectively, of Common Stock reserved for issuance pursuant thereto were previously registered pursuant to the Registrant's Registration Statement on Form S-8, File No. 33-87394, filed with the Securities and Exchange Commission (the "Commission") on December 15, 1994, the Registrant's Registration Statement on Form S-8, File No. 33-95424, filed with the Commission on August 4, 1995, the Registrant's Registration Statement on Form S-8, File No. 333-08981, filed with the Commission on July 26, 1996 and the Registrant's Registration Statement on Form S-8, File No. 333-35009, filed with the Commission on September 5, 1997. With respect to the Directors' Stock Option Plan, 65,000 shares, 25,000 shares and 25,000 shares, respectively, of Common Stock reserved for issuance pursuant thereto were previously registered pursuant to the Registrant's Registration Statement on Form S-8, File No. 33-87394, filed with the Commission on December 15, 1994, the Registrant's Registration Statement on Form S-8, File No. 333-08981, filed with the Commission on July 26, 1996 and the Registrant's Registration Statement on Form S-8, File No. 333-35009, filed with the Commission on September 5, 1997. (2) Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices per share of Common Stock reported in the Nasdaq National Market on May 26, 1999. (3) Determined for the purpose of computing the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended, based on the exercise price of options granted pursuant to the Employees' Stock Option Plan. (4) Determined for the purpose of computing the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended, based on the exercise price of options granted pursuant to the Directors' Stock Option Plan. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of Veeco Instruments Inc.'s (the "Company") (a) Registration Statement on Form S-8, File Number 33-87394, filed with the Securities and Exchange Commission (the "Commission") on December 15, 1994, (b) Registration Statement on Form S-8, File Number 33-95424, filed with the Commission on August 4, 1995, (c) Registration Statement on Form S-8, File Number 333-08981, filed with the Commission on July 26, 1996 and (d) Registration Statement on Form S-8, File Number 333-35009, filed with the Commission on September 5, 1997, are incorporated herein by reference. ITEM 8. EXHIBITS Exhibit No. Description 5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with respect to the legality of securities being registered (filed herewith). 10.1 Amendment, dated as of May 29, 1998, to the Veeco Instruments Inc. Amended and Restated 1992 Employees' Stock Option Plan (filed herewith). 10.2 Amendment, dated as of May 14, 1999 to the Veeco Instruments Inc. Amended and Restated 1992 Employees' Stock Option Plan (filed herewith). 10.3 Amendment, dated as of May 21, 1999 to the Amended and Restated Veeco Instruments Inc. 1994 Stock Option Plan for Outside Directors (filed herewith). 23.1 Consent of Ernst & Young LLP (filed herewith). 23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP (included in Exhibit 5.1). 24 Powers of Attorney (included on the signature page of this Registration Statement). 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 Plainview, State of New York on May 27, 1999. VEECO INSTRUMENTS INC. By: /s/ Edward H. Braun ---------------------------------- Edward H. Braun Chairman, Chief Executive Officer and President POWER OF ATTORNEY. Each person whose signature appears below hereby authorizes each of Edward H. Braun and John F. Rein, Jr., as attorney-in-fact, to sign and file on his or her behalf, individually and in each capacity stated below, any post-effective amendment to this registration statement or any registration statement relating to this offering. 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: Date ---- /s/ Edward H. Braun May 27, 1999 - ----------------------------------------- Edward H. Braun Chairman, Chief Executive Officer, President and Director (principal executive officer) /s/ John F. Rein, Jr. May 27, 1999 - ----------------------------------------- John F. Rein, Jr. Vice President-Finance, Chief Financial Officer, Secretary and Treasurer (principal financial officer) /s/ John P. Kiernan May 27, 1999 - ----------------------------------------- John P. Kiernan Vice President - Corporate Controller (principal accounting officer) 4 /s/ Richard A. D'Amore May 27, 1999 - ----------------------------------------- Richard A. D'Amore Director /s/ Joel A. Elftmann May 27, 1999 - ----------------------------------------- Joel A. Elftmann Director /s/ Virgil Elings May 27, 1999 - ----------------------------------------- Virgil Elings, Ph.D. Director /s/ Paul R. Low May 27, 1999 - ----------------------------------------- Dr. Paul R. Low Director /s/ Roger D. McDaniel May 27, 1999 - ----------------------------------------- Roger D. McDaniel Director /s/ Walter J. Scherr May 27, 1999 - ----------------------------------------- Walter J. Scherr Director 5 EXHIBIT INDEX Exhibit No. Document 5.1 Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with respect to the legality of securities being registered (filed herewith). 10.1 Amendment, dated as of May 29, 1998, to the Veeco Instruments Inc. Amended and Restated 1992 Employees' Stock Option Plan (filed herewith). 10.2 Amendment, dated as of May 14, 1999, to the Veeco Instruments Inc. Amended and Restated 1992 Employees' Stock Option Plan (filed herewith). 10.3 Amendment, dated as of May 21, 1999 to the Amended and Restated Veeco Instruments Inc. 1994 Stock Option Plan for Outside Directors (filed herewith). 23.1 Consent of Ernst & Young LLP (filed herewith). 23.2 Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP (included in Exhibit 5.1). 24 Powers of Attorney (included on the signature page of this Registration Statement). 6 EX-5.1 2 EXHIBIT 5.1 [KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP LETTERHEAD] EXHIBIT 5.1 (212) 836-8000 May 27, 1999 Veeco Instruments Inc. Terminal Drive Plainview, New York 11803 Ladies and Gentlemen: We have acted as special counsel to Veeco Instruments Inc., a Delaware corporation (the "Company"), in connection with the Company's registration statement on Form S-8 (the "Registration Statement") to be filed pursuant to the Securities Act of 1933, as amended. The Registration Statement relates to an aggregate of 1,500,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), 1,400,000 of which may be issued upon the exercise of stock options to be granted pursuant to the Company's Amended and Restated 1992 Employees' Stock Option Plan, as amended to date, and 100,000 of which may be issued upon the exercise of stock options granted pursuant to the Company's Amended and Restated 1994 Stock Option Plan for Outside Directors, as amended to date (collectively, the "Option Plans"). In that connection, we have reviewed the Company's certificate of incorporation as amended, its by-laws, resolutions adopted by its Board of Directors and its stockholders, the Registration Statement, the Option Plans and such other documents and proceedings as we have deemed appropriate. On the basis of such review, and having regard to legal considerations that we deem relevant, we are of the opinion that the shares of Common Stock to be offered pursuant to the Registration Statement have been duly authorized and, when issued in accordance with the terms set forth in the Option Plans, will be validly issued, fully paid and nonassessable. We advise you that we are members only of the Bar of the State of New York and that our 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 we express no opinions as to any other laws, statutes, ordinances, rules or regulations. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Kaye, Scholer, Fierman, Hays & Handler, LLP EX-10.1 3 EXHIBIT 10.1 EXHIBIT 10.1 AMENDMENT TO THE VEECO INSTRUMENTS INC. AMENDED AND RESTATED 1992 EMPLOYEES' STOCK OPTION PLAN Amendment, dated as of May 29, 1998, to the Veeco Instruments Inc. Amended and Restated 1992 Employees' Stock Option Plan (the "Employees' Plan"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Employees' Plan. 1. Section 3 of the Employees' Plan is hereby amended and restated in its entirety to read as follows: "3. STOCK. The stock to be made the subject of any Stock Option granted under the Plan shall be shares of the common stock of the Company, par value $.01 per share (the "Stock"), whether authorized and unissued or treasury stock, and the total number of shares of Stock for which Stock Options may be granted under the Plan shall not exceed, in the aggregate, 2,126,787 shares, subject to adjustment in accordance with the provisions of Section 11 hereof. To the extent consistent with Section 162(m) of the Code, and the regulations promulgated thereunder, any shares which were the subject of unexercised portions of any terminated or expired Stock Options may again be subject to Stock Options under the Plan." 2. As amended by paragraph 1 hereof, all of the provisions of the Employees' Plan shall remain in full force and effect. 3. This Amendment was approved by the Board of Directors of the Company on March 10, 1998 and by the stockholders of the Company on May 29, 1998. EX-10.2 4 EXHIBIT 10.2 EXHIBIT 10.2 AMENDMENT TO THE VEECO INSTRUMENTS INC. AMENDED AND RESTATED 1992 EMPLOYEES' STOCK OPTION PLAN Amendment, dated as of May 14, 1999, to the Veeco Instruments Inc. Amended and Restated 1992 Employees' Stock Option Plan (the "Employees' Plan"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Employees' Plan. 4. Section 3 of the Employees' Plan is hereby amended and restated in its entirety to read as follows: "3. STOCK. The stock to be made the subject of any Stock Option granted under the Plan shall be shares of the common stock of the Company, par value $.01 per share (the "Stock"), whether authorized and unissued or treasury stock, and the total number of shares of Stock for which Stock Options may be granted under the Plan shall not exceed, in the aggregate, 2,826,787 shares, subject to adjustment in accordance with the provisions of Section 11 hereof. To the extent consistent with Section 162(m) of the Code, and the regulations promulgated thereunder, any shares which were the subject of unexercised portions of any terminated or expired Stock Options may again be subject to Stock Options under the Plan." 5. As amended by paragraph 1 hereof, all of the provisions of the Employees' Plan shall remain in full force and effect. 6. This Amendment was approved by the Board of Directors of the Company on March 30, 1999 and by the stockholders of the Company on May 14, 1999. EX-10.3 5 EXHIBIT 10.3 EXHIBIT 10.3 AMENDMENT TO THE AMENDED AND RESTATED VEECO INSTRUMENTS INC. 1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS Amendment, dated May 21, 1999, to the Amended and Restated Veeco Instruments Inc. 1994 Stock Option Plan for Outside Directors (as the same has been amended to date, the "Directors' Plan"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Directors' Plan. 7. Section 2.1 of the Directors' Plan is hereby amended and restated in its entirety to read as follows: "2.1 SHARES SUBJECT TO PLAN The maximum number of Shares that may be issued or transferred pursuant to Options under this Plan shall be 215,000. The Company shall reserve such number of Shares for the purposes of the Plan, out of its authorized but unissued Shares or out of Shares held in the Company's treasury, or partly out of cash. If any Shares that have been subject to an Option cease to be subject thereto, such Shares may again be the subject of Options hereunder. 8. As amended by paragraph 1 hereof, all of the provisions of the Directors' Plan shall remain in full force and effect. 9. This Amendment was approved by the Board of Directors of the Company on March 30, 1999 and by the stockholders of the Company on May 21, 1999. EX-23.1 6 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Veeco Instruments Inc. Amended and Restated 1992 Employees' Stock Option Plan and the Amended and Restated Veeco Instruments Inc. 1994 Stock Option Plan for Outside Directors of our report dated February 8, 1999, 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, 1998, filed with the Securities and Exchange Commission. Ernst & Young LLP Melville, New York May 27, 1999 -----END PRIVACY-ENHANCED MESSAGE-----