-----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, M+zDgstS6XM1tCfgL8Z6oLZgNuznTklTb3vhlnZtu9vaXY/NYgNn6AfancavPme3 0EU/mtzFCPQPI6MF+2N01w== 0000912057-97-028148.txt : 19970818 0000912057-97-028148.hdr.sgml : 19970818 ACCESSION NUMBER: 0000912057-97-028148 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-28987 FILED AS OF DATE: 19970815 EFFECTIVENESS DATE: 19970815 SROS: NASD 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-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-33693 FILM NUMBER: 97664315 BUSINESS ADDRESS: STREET 1: 1667 PLYMOUTH ST CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 4156919400 MAIL ADDRESS: STREET 1: 1667 PLYMOUTH ST CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 S-1MEF 1 S-1MEF As filed with the Securities and Exchange Commission on August 15, 1997. Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ AEHR TEST SYSTEMS (Exact name of Registrant as specified in its charter) California 3825 94-2424084 (State of incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification Number)
1667 Plymouth Street Mountain View, California 94043 (415) 691-9400 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------ GARY L. LARSON Vice President of Finance and Chief Financial Officer AEHR TEST SYSTEMS 1667 Plymouth Street Mountain View, California 94043 (415) 691-9400 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ COPIES TO: MARIO M. ROSATI DENNIS C. SULLIVAN MICHAEL J. DANAHER DAVID A. HUBB WILSON SONSINI GOODRICH & ROSATI GRAY CARY WARE & FREIDENRICH PROFESSIONAL CORPORATION A PROFESSIONAL CORPORATION 650 PAGE MILL ROAD 400 HAMILTON AVENUE PALO ALTO, CALIFORNIA 94304-1050 PALO ALTO, CALIFORNIA 94301-1825 (415) 493-9300 (415) 328-6561
------------------------ Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the Underwriting Agreement is executed. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-28987 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------------ CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Amount Maximum Aggregate Amount of Title of Each Class of to be Offering Price Offering Registration Securities to be Registered Registered(1)(3) Per Share(2) Price(2) Fee(3) Common Stock, $0.01 par value per share................ 345,000 $12.00 $4,140,000 $1,255
(1) Includes 45,000 shares issuable upon exercise of an option granted by the Selling Shareholders to the Underwriters to cover over-allotments, if any. (2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a). (3) 3,795,000 shares were registered under SEC File No. 333-28987, with respect to which a filing fee of $12,650 was previously paid to the Securities and Exchange Commission. ------------------------ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This registration statement relates to the public offering of Common Stock of Aehr Test Systems contemplated by a Registration Statement on Form S-1, Securities and Exchange Commission File No. 333-28987 (the "Prior Registration Statement") and is filed solely to increase the number of shares to be offered in such offering by 300,000 shares plus up to 45,000 shares that may be sold pursuant to the Underwriters' over-allotment option. The contents of the Prior Registration Statement are hereby incorporated by reference. CERTIFICATION The Company hereby certifies to the Commission that it has instructed its bank to pay the Commission the filing fee of $1,255 for the additional securities being registered hereby as soon as practicable (but in any event no later than the close of business on August 18, 1997); that it will not revoke such instructions; that it has sufficient funds in the relevant account to cover the amount of the filing fee; and that it undertakes to confirm receipt of such instructions by the bank on August 18, 1997. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on this 15th day of August, 1997. AEHR TEST SYSTEMS By: /s/ RHEA J. POSEDEL ----------------------------------------- Rhea J. Posedel PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date - ------------------------------ --------------------------- ------------------- /s/ RHEA J. POSEDEL President, Chief Executive August 15, 1997 - ------------------------------ Officer and Chairman of the Rhea J. Posedel Board of Directors (Principal Executive Officer) /s/ GARY L. LARSON Vice President of Finance August 15, 1997 - ------------------------------ and Chief Financial Officer Gary L. Larson (Principal Financial and Accounting Officer) /s/ WILLIAM W. R. ELDER* Director August 15, 1997 - ------------------------------ William W. R. Elder /s/ MARIO M. ROSATI* Director August 15, 1997 - ------------------------------ Mario M. Rosati /s/ DAVID TORRESDAL* Director August 15, 1997 - ------------------------------ David Torresdal /s/ KATSUJI TSUTSUMI* Director August 15, 1997 - ------------------------------ Katsuji Tsutsumi *By: /s/ RHEA J. POSEDEL ------------------------- Rhea J. Posedel ATTORNEY-IN-FACT 3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ -------------------------------------------------------------------------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1 Consent of Independent Accountants. 23.2 Consent of Counsel (included in Exhibit 5.1). 24.1* Power of Attorney.
- ------------------------ * Incorporated by reference from the Prior Registration Satement on Form S-1 (File No. 333-28987) filed on June 11, 1997. EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 August 15, 1997 Aehr Test System 1667 Plymouth Street Mountain View, CA 94043 Ladies and Gentlemen: We have examined the Registration Statement on Form S-1 filed by you with the Securities and Exchange Commission (the "Commission"), pursuant to Rule 462(b), on or about August 15, 1997 (as such may be further amended or supplemented, the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of up to 345,000 shares of your Common Stock (the "Shares"). The Shares, which include up to 45,000 shares of Common Stock issuable pursuant to an over-allotment option granted to the underwriters (the "Underwriters"), are to be sold to the Underwriters as described in such Registration Statement for sale to the public. Of the 345,000 shares being sold, 300,000 shares are being sold by the Company and 45,000 shares are being sold by the Selling Shareholders (in the over-allotment option). As your counsel in connection with this transaction, we have examined the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares. Based on the foregoing, it is our opinion that, upon conclusion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the issuance of the Shares and upon completion of the proceedings taken in order to permit such transactions to be carried out in accordance with the securities laws of various states where required, the Shares, when issued and sold in the manner described in the Registration Statement, will be legally and validly issued, fully paid and nonassessable. 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, including the prospectus constituting a part thereof, which has been approved by us, as such may be further amended or supplemented. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement of Form S-1 (File No. 333-28987) of our reports dated June 30, 1997 on our audits of the financial statements and financial statement schedule of Aehr Test Systems and Subsidiaries. We also consent to the reference to our firm under the caption "Experts." COOPERS & LYBRAND L.L.P. San Jose, California August 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----