S-8 1 c61530sv8.htm FORM S-8 sv8
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.