-----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, TP8PmnorkWUdZvqiV4IaE2Ts0A2gYBRBC8+1Ff1srVsnmoU5deooxjer2Teajh62 mMC+oLJd8HJo4+/XgdUd3g== 0000891618-00-005317.txt : 20001225 0000891618-00-005317.hdr.sgml : 20001225 ACCESSION NUMBER: 0000891618-00-005317 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001222 EFFECTIVENESS DATE: 20001222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEHR TEST SYSTEMS CENTRAL INDEX KEY: 0001040470 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 942424084 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52592 FILM NUMBER: 794607 BUSINESS ADDRESS: STREET 1: 400 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 BUSINESS PHONE: 5106239400 MAIL ADDRESS: STREET 1: 400 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 S-8 1 f68166ors-8.txt FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 2000 REGISTRATION NO. 333- ================================================================================ 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 - ----------------------- --------------------------------------- (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
400 Kato Terrace Fremont, California 94539 (Address, including zip code, of Registrant's principal executive offices) 1996 STOCK OPTION 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 Casillas, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 (650) 493-9300 ================================================================================ 2 CALCULATION OF REGISTRATION FEE
============================================================================================================================= Proposed Maximum Proposed Maximum Amount of Amount to be Offering Price Per Aggregate Offering Registration Title of Securities to be Registered Registered Share Price Fee - ----------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value to be issued under the 1996 Stock Option Plan 600,000(1) $4.94 $2,964,000(2) $782.50
(1) The 600,000 shares reflect an increase to the already existing 1996 Stock Option Plan. Such additional 600,000 shares are covered by this Registration Statement. (2) 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 December 18, 2000 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: 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 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 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 the following subsequent periodic reports and information contained therein are hereby incorporated by reference into this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2000, as filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on August 29, 2000. (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended August 31, 2000, as filed pursuant to Section 13(a) of the Exchange Act on October 13, 2000. (c) Proxy Statement filed September 27, 2000 in connection with the Annual Meeting of Shareholders held October 24, 2000. 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 II-1 3 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. Item 8. EXHIBITS
Exhibit Number DOCUMENT ------- -------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality 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-2 below).
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 December 22, 2000. AEHR TEST SYSTEMS By: /s/ RHEA J. POSEDEL ------------------- Rhea J. Posedel, Chief Executive Officer and Chairman of the Board of Directors II-2 4 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 - ------------------------------- -------------------------------------- ----------------- /s/ RHEA J. POSEDEL Chief Executive Officer and December 22, 2000 - ------------------------------- Chairman of the Board (Principal Rhea J. Posedel Executive Officer) /s/ GARY L. LARSON Vice President of Finance and Chief December 22, 2000 - ------------------------------- Financial Officer (Principal Financial Gary L. Larson and Accounting Officer) /s/ WILLIAM W. R. ELDER Director December 22, 2000 - ------------------------------- William W. R. Elder /s/ MARIO M. ROSATI Director December 22, 2000 - ------------------------------- Mario M. Rosati /s/ MUKESH PATEL Director December 22, 2000 - ------------------------------- Mukesh Patel /s/ ROBERT R. ANDERSON Director December 22, 2000 - ------------------------------- Robert R. Anderson
II-3 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- EXHIBITS ---------------------- REGISTRATION STATEMENT ON FORM S-8 AEHR TEST SYSTEMS 6 INDEX TO EXHIBITS
Exhibit Number DOCUMENT ------- -------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality 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-2 below).
EX-5.1 2 f68166orex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 December 22, 2000 Aehr Test Systems 400 Kato Terrace Fremont, CA 94539 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about December 22, 2000 (the "Registration Statement") in connection with the registration under the Securities Act of 1933 (as amended) of your Common Stock, $0.01 par value (the "Shares"), reserved for issuance pursuant to the 1996 Stock Option Plan, as amended (the "Plan"). As your legal counsel in connection with this transaction, we have examined the proceedings taken by you in connection with the issuance and sale of the Shares pursuant to the Plan. It is our opinion that the Shares, when issued and sold in the manner described in the Plan and pursuant to the agreement that accompanies each grant under the Plan, will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ WILSON SONSINI GOODRICH & ROSATI EX-23.1 3 f68166orex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 30, 2000 relating to the financial statements, which appears in the 2000 Annual Report to Shareholders which is incorporated by reference in Aehr Test Systems' Annual Report on Form 10-K for the year ended May 31, 2000. /s/ PRICEWATERHOUSECOOPERS LLP San Jose, California December 21, 2000 -----END PRIVACY-ENHANCED MESSAGE-----