S-8

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 24, 2010

Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CABOT MICROELECTRONICS CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	36-4324765
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

870 NORTH COMMONS DRIVE AURORA, ILLINOIS	60504
(Address of Principal Executive Offices)	(Zip Code)

CABOT MICROELECTRONICS CORPORATION
2007 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

WILLIAM S. JOHNSON
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CABOT MICROELECTRONICS CORPORATION
870 NORTH COMMONS DRIVE
AURORA, ILLINOIS 60504
(Name and address, of agent for service)

(630) 375-6631
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum
Title of Securities to	Amount to be	Proposed Maximum	Aggregate Offering	Amount of
be Registered)	Registered (1)	Offering Price per Share (2)	Price (2)	Registration Fee (3)
Common Stock par value $.001 per share	500,000	$39.445	$19,722,500	$1,406.21

(1)	Plus such additional number of shares as may be required in the event of a stock dividend, stock split, recapitalization or other similar event in accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”).
(2)	Estimated solely for the purpose of determining the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based on the average of the high and low prices of a share of our common stock, $.001 par value (“Common Stock”) as reported on the NASDAQ Global Select Market on November 18, 2010.
(3)	This Registration Statement registers additional shares of our Common Stock issuable pursuant to the same employee benefit plan for which Registration Statement No. 333-34270 is currently effective. Accordingly, pursuant to Instruction E on Form S-8, the registration fee is being paid with respect to the additional securities only.

EXPLANATORY NOTE

     We filed Registration Statement No. 333-34270 with the Securities and Exchange Commission (the “SEC”) on April 7, 2000 to register 475,000 shares of our Common Stock issuable pursuant to our Employee Stock Purchase Plan (now known as the 2007 Employee Stock Purchase Plan (as amended, the “Plan”)). Registration Statement No. 333-34270 is still effective. We are filing this Registration Statement to register 500,000 additional shares of Common Stock issuable pursuant to the Plan.

     Pursuant to General Instruction E of Form S-8, the contents of Registration Statement No. 333-34270 are incorporated herein by reference, to the extent not amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

We have filed with the SEC and hereby incorporate by reference the following documents:

     (a) Our Registration Statement on Form S-8 filed on April 7, 2000 (File No. 333-34270);

     (b) Our Annual Report on Form 10-K for the fiscal year ended September 30, 2010 filed with the SEC on November 23, 2010, which includes our audited financial statements for the fiscal year ended September 30, 2010 (File No. 000- 30205); and

     (c) The description of our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on April 3, 2000 (File No. 000-30205).

     In addition, all documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all shares of our Common Stock subject to our 2007 Employee Stock Purchase Plan have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents.

ITEM 8. EXHIBITS

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
4.1	Amended and Restated By-Laws of Cabot Microelectronics Corporation filed as an exhibit to, and incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (No. 000-30205) filed with the Commission on September 24, 2008.
4.2	Form of Amended and Restated Certificate of Incorporation of Cabot Microelectronics Corporation (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (No. 333-95093) filed with the Commission on March 27, 2000.)
4.3	Form of Cabot Microelectronics Corporation Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-95093) filed with the Commission on April 3, 2000.)
4.4	Cabot Microelectronics Corporation 2007 Employee Stock Purchase Plan, as Amended and Restated January 1, 2010 (incorporated by reference to Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q (No. 000-30205) filed with the Commission on February 8, 2010).
5.1	Opinion of Winston & Strawn LLP.
23.1	Consent of Winston & Strawn LLP (included in Exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP (Independent Registered Public Accounting Firm).
24.1	Power of Attorney.

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 Aurora, State of Illinois, on November 24, 2010.

CABOT MICROELECTRONICS CORPORATION
By:	/s/ William S. Johnson
	William S. Johnson
	Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ William P. Noglows William P. Noglows	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	November 24, 2010
/s/ William S. Johnson William S. Johnson	Vice President and Chief Financial Officer (Principal Financial Officer)	November 24, 2010
/s/ Thomas S. Roman Thomas S. Roman	Corporate Controller (Principal Accounting Officer)	November 24, 2010
*	Director	November 24, 2010
Robert J. Birgeneau
*	Director	November 24, 2010
John P. Frazee, Jr.
*	Director	November 24, 2010
H. Laurance Fuller
*	Director	November 24, 2010
Barbara A. Klein
*	Director	November 24, 2010
Edward J. Mooney
*	Director	November 24, 2010
Steven V. Wilkinson
*	Director	November 24, 2010
Bailing Xia

*By:	/s/ H. Carol Bernstein
	H. Carol Bernstein
	As Attorney-in-fact

INDEX TO EXHIBITS

EXHIBIT
NO.	DESCRIPTION OF EXHIBIT
4.1	Amended and Restated By-Laws of Cabot Microelectronics Corporation filed as an exhibit to, and incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (No. 000-30205) filed with the Commission on September 24, 2008.
4.2	Form of Amended and Restated Certificate of Incorporation of Cabot Microelectronics Corporation (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (No. 333-95093) filed with the Commission on March 27, 2000).
4.3	Form of Cabot Microelectronics Corporation Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-95093) filed with the Commission on April 3, 2000).
4.4	Cabot Microelectronics Corporation 2007 Employee Stock Purchase Plan, as Amended and Restated January 1, 2010 (incorporated by reference to Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q (No. 000-30205) filed with the Commission on February 8, 2010).
5.1	Opinion of Winston & Strawn LLP.
23.1	Consent of Winston & Strawn LLP (included in Exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP (Independent Registered Public Accounting Firm).
24.1	Power of Attorney.

EX-5.1

Exhibit 5.1

November 24, 2010

Cabot Microelectronics Corporation
870 North Commons Drive
Aurora, Illinois 60504

Re:  Cabot Microelectronics Corporation Registration Statement on Form S-8 (the “Registration Statement”)

Ladies and Gentlemen:

          We have acted as special counsel for Cabot Microelectronics Corporation, a Delaware corporation (the “Company”), in connection with the registration on Form S-8 of the offer and sale of up to 500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) pursuant to the Cabot Microelectronics Corporation 2007 Employee Stock Purchase Plan, as Amended and Restated January 1, 2010 (the “Plan”).

          This opinion letter is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Act”).

          In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, as filed with the Securities and Exchange Commission (the “Commission”) under the Act; (ii) the Amended and Restated Certificate of Incorporation of the Company, as currently in effect; (iii) the Amended and Restated By-Laws of the Company, as currently in effect; (iv) the Plan; and (v) resolutions of the Board of Directors of the Company relating to, among other things, the reservation of issuance of the Common Stock, the filing of the Registration Statement and the Plan. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.

          In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

          Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock covered by the Registration Statement when issued in accordance with the terms and conditions of the Plan will be legally issued, fully paid and non-assessable shares of Common Stock.

          The foregoing opinion is limited to the federal laws of the United States and the General Corporation Law of the State of Delaware, and we express no opinion herein as to any other laws, statutes, regulations or ordinances.

          We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not concede that we are experts within the meaning of the Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,
 

/s/ Winston & Strawn LLP  

Winston & Strawn LLP 

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 23, 2010 relating to the financial statements, financial statement schedule and the effectiveness of internal controls over financial reporting of Cabot Microelectronics Corporation, which appears in Cabot Microelectronics Corporation’s Annual Report on Form 10-K for the year ended September 30, 2010.

/s/ PricewaterhouseCoopers LLP  

PricewaterhouseCoopers LLP 

Chicago, IL 

November 23, 2010 

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

          Know all persons by these presents, that the undersigned officers and directors of Cabot Microelectronics Corporation, a Delaware corporation, do hereby constitute and appoint H. Carol Bernstein the lawful attorney-in-fact and agent with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission (the “SEC”) in connection with the registration statement (the “Registration Statement”) on Form S-8 of Cabot Microelectronics Corporation relating to the Cabot Microelectronics Corporation 2007 Employee Stock Purchase Plan, as Amended and Restated January 1, 2010, to be filed with the SEC. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to the Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to the Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with the Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that said attorney and agent shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

SIGNATURE	TITLE	DATE
/s/ William P. Noglows William P. Noglows	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	November 24, 2010
/s/ William S. Johnson William S. Johnson	Vice President and Chief Financial Officer (Principal Financial Officer)	November 24, 2010
/s/ Thomas S. Roman Thomas S. Roman	Corporate Controller (Principal Accounting Officer)	November 24, 2010
/s/ Robert J. Birgeneau	Director	November 24, 2010
Robert J. Birgeneau
/s/ John P. Frazee, Jr.	Director	November 24, 2010
John P. Frazee, Jr.
/s/ H. Laurance Fuller	Director	November 24, 2010
H. Laurance Fuller
/s/ Barbara A. Klein	Director	November 24, 2010
Barbara A. Klein
/s/ Edward J. Mooney	Director	November 24, 2010
Edward J. Mooney
/s/ Steven V. Wilkinson	Director	November 24, 2010
Steven V. Wilkinson
/s/ Bailing Xia	Director	November 24, 2010
Bailing Xia