-----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, NQTjhAlQ0RMOUReBs6O5CM1cZZGlVQkyCWxwGt9bYgcyoN5QgtADAYsz2HdXZ51S +F1tKwk3cxAI+NA7Il8A6Q== 0001040470-04-000048.txt : 20041008 0001040470-04-000048.hdr.sgml : 20041008 20041008150637 ACCESSION NUMBER: 0001040470-04-000048 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: 333-40577 REFERENCES 429: 333-52592 FILED AS OF DATE: 20041008 DATE AS OF CHANGE: 20041008 EFFECTIVENESS DATE: 20041008 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 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-119636 FILM NUMBER: 041072081 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 s8-e1004.txt FORM S-8 As filed with the Securities and Exchange Commission on October 8, 2004 Registration No. 333- ============================================================================== UNITED STATES ============================================================================== 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 or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 400 Kato Terrace Fremont, California 94539 (Address, including zip code, of Registrant's principal executive offices) 1996 STOCK OPTION PLAN 1997 EMPLOYEE STOCK PURCHASE 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 Reinstra, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 (650) 493-9300 ============================================================================== CALCULATION OF REGISTRATION FEE ==============================================================================
Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to be Offering Price Aggregate Offering Registration be Registered Registered Per Share Price Fee - --------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value to be issued under 700,000 (1) $2.72 $1,904,000 (3) $241.24 the 1996 Stock Option Plan Common Stock, $.01 par value to be issued under 100,000 (2) $2.31 $ 231,200 (3) $ 29.29 the 1997 Employee Stock Purchase Plan Total Registration Fee $270.53
(1) The 700,000 shares reflect an increase to the already existing 1996 Stock Option Plan. Such additional 700,000 shares are covered by this Registration Statement. (2) The 100,000 shares reflect an increase to the already existing 1997 Employee Stock Purchase Plan. Such additional 100,000 shares are covered by this Registration Statement. (3) 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 October 4, 2004 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. 333-52592, filed in connection with an increase in the shares of the Registrant's Common Stock to the Registrant's existing 1996 Stock Option Plan and 1997 Employee Stock Purchase Plan, and 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 shares under 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 1997 Employee Stock Purchase Plan, and the following subsequent periodic reports and information contained therein are hereby incorporated by reference into this Registration Statement: II-1 (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 2004, as filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on August 30, 2004. (b) Proxy Statement filed September 27, 2004 in connection with the Annual Meeting of Shareholders to be held October 19, 2004. 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 which indicates that all securities offered have been sold or which registers 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 legally 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-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 Fremont, State of California, on October 8, 2004. Aehr Test Systems By: /S/ RHEA J. POSEDEL ------------------------- Rhea J. Posedel, Chief Executive Officer and Chairman of the Board of Directors II-2 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 October 8, 2004 - ------------------------- Chairman of the Board (Principal Rhea J. Posedel Executive Officer) /S/ GARY L. LARSON Vice President of Finance and October 8, 2004 - ------------------------- Chief Financial Officer (Principal Rhea J. Posedel Financial and Accounting Officer) /S/ WILLIAM W.R. ELDER Director October 8, 2004 - ------------------------- William W.R. Elder /S/ MARIO M. ROSATI Director October 8, 2004 - ------------------------- Mario M. Rosati /S/ MUKESH PATEL Director October 8, 2004 - ------------------------- Mukesh Patel II-3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- EXHIBITS ---------------------- Registration Statement on Form S-8 Aehr Test Systems INDEX TO EXHIBITS Exhibit Number Document ------- -------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legally 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-3) EX-5 2 wsgrconsent-e.txt EXHIBIT 5.1 Exhibit 5.1 October 8, 2004 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 October 8, 2004 (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 "Option Plan") and the 1997 Employee Stock Purchase Plan, as amended (the "Purchase 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 Option Plan and the Purchase Plan. It is our opinion that the Shares, when issued and sold in the manner described in the Option Plan and the Purchase Plan and pursuant to the agreement that accompanies each grant under the Option Plan and Purchase Plan, as applicable, 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 3 pwcconsent-e.txt EXHIBIT 23.1 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 August 30, 2004 relating to the financial statements and financial statement schedule, which appears in the 2004 Annual Report to Shareholders of Aehr Test Systems, which is incorporated by reference in Aehr Test Systems' Annual Report on Form 10-K for the year ended May 31, 2004. /s/PRICEWATERHOUSECOOPERS LLP San Jose, California October 8, 2004 -----END PRIVACY-ENHANCED MESSAGE-----