-----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, QVgFcS/XCwq7XVAPi75Kn/wv/BCs2A78/dVZVtiEob0Aow6c/Q/2Q6k5H80PS+Xw k9PjplJFLkVw0LiGR4Qb5A== /in/edgar/work/20000619/0000891618-00-003420/0000891618-00-003420.txt : 20000920 0000891618-00-003420.hdr.sgml : 20000919 ACCESSION NUMBER: 0000891618-00-003420 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000619 EFFECTIVENESS DATE: 20000619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILICON VALLEY GROUP INC CENTRAL INDEX KEY: 0000712752 STANDARD INDUSTRIAL CLASSIFICATION: [3559 ] IRS NUMBER: 942264681 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39594 FILM NUMBER: 657084 BUSINESS ADDRESS: STREET 1: 277 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10172 BUSINESS PHONE: 4084416700 MAIL ADDRESS: STREET 1: 277 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10172 S-8 1 0001.txt FORM S-8 1 As filed with the Securities and Exchange Commission on June 19, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SILICON VALLEY GROUP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 94-2264681 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 101 METRO DRIVE SAN JOSE, CALIFORNIA 95110 (408) 441-6700 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 1998 NON-STATUTORY STOCK OPTION PLAN 1996 EMPLOYEE STOCK PURCHASE PLAN (FULL TITLE OF THE PLANS) PAPKEN S. DER TOROSSIAN CHAIRMAN AND CHIEF EXECUTIVE OFFICER SILICON VALLEY GROUP, INC. 101 METRO DRIVE SAN JOSE, CALIFORNIA 95110 (408) 441-6700 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copies to: AARON J. ALTER, ESQ. PAUL B. SHINN, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304 (650) 493-9300
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------- AMOUNT PROPOSED PROPOSED MAXIMUM TO BE MAXIMUM AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF REGISTERED OFFERING PRICE OFFERING PRICE REGISTRATION SECURITIES TO BE REGISTERED (1)(2) PER SHARE (3) (3) FEE - ------------------------------------------------------------------------------------------------------- COMMON STOCK, $0.01 PAR VALUE 1,500,000 $26.1726 $39,258,900 $10,365 - -------------------------------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 1998 Non-Statutory Stock Option Plan and the 1996 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of Silicon Valley Group, Inc. (2) Includes 1,000,000 shares of common stock issuable under the 1998 Non-Statutory Stock Option Plan and 500,000 shares of common stock issuable under the 1996 Employee Stock Purchase Plan. (3) The Proposed Maximum Aggregate Offering Price Per Share represents a weighted average of the following estimates calculated in accordance with Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"). With respect to the 192,811 shares subject to outstanding options to purchase common stock under the plans described above (collectively, the "Plans"), the Proposed Maximum Aggregate Offering Price Per Share is equal to the weighted average exercise price of 25.8597 per share pursuant to Rule 457(h) under the Securities Act. With respect to the 1,307,189 shares of common stock available for future issuance under the Plans for which the price at which options to be granted in the future is not currently determined, the estimated Proposed Maximum Offering Price Per Share was determined pursuant to Rule 457(c) under the Securities Act to be equal to the average between the ask and bid price reported in the Nasdaq National Market on June 12, 2000, which average was 26.21875. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INFORMATION INCORPORATED BY REFERENCE. The following documents and information previously filed with the Securities and Exchange Commission are hereby incorporated by reference: (a) The Registrant's Annual Report on Form 10-K for the year ended September 30, 1999, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on December 23, 1999. (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1999 as filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on February 12, 2000. (c) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 as filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on May 15, 2000. (d) The description of Registrant's Common Stock as contained in the Registration Statement on Form 8-A filed pursuant to Section 12(g) of the Exchange Act on October 10, 1996, including any amendment or report filed for purposes of updating such descriptions. (e) All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934 subsequent to the filing 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 deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant has adopted provisions in its Certificate of Incorporation that eliminate the personal liability of its directors and officers for monetary damages arising from a breach of their fiduciary duties in certain circumstances to the fullest extent permitted by law and authorizes the Registrant to indemnify its directors and officers to the fullest extent permitted by law. Such limitation of liability does not affect the availability of equitable remedies such as injunctive relief or rescission. The Registrant's Bylaws provide that the Registrant shall indemnify its directors and officers to the fullest extent permitted by the General Corporation Law of Delaware, including circumstances in which II-1 3 indemnification is otherwise discretionary under Delaware law. Section 145 of the General Corporation Law of Delaware provides for the indemnification of officers, directors and other corporate agents in terms sufficiently broad to indemnify such persons, under certain circumstances, for certain liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933 (the "Securities Act"). The Registrant has entered into indemnification agreements to such effect with its officers and directors containing provisions which are in some respects broader than the specific indemnification provisions contained in the General Corporation Law of Delaware. The indemnification agreements may require the Company, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature) and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The Exhibits listed on the accompanying Index to Exhibits are filed as part hereof, or incorporated by reference into, this Registration Statement. (See Exhibit Index below). ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be an initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment II-2 4 by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 5 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 San Jose, State of California on June 19, 2000. SILICON VALLEY GROUP, INC. By: /s/ RUSSELL G. WEINSTOCK ------------------------------------- Russell G. Weinstock Vice President Finance, Chief Financial Officer and Assistant Secretary II-4 6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Papken S. Der Torossian and Russell G. Weinstock, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him 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 each of said attorneys-in-fact, or his 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/ PAPKEN S. DER TOROSSIAN Chairman and Chief Executive June 19, 2000 - -------------------------------------------- Officer Papken S. Der Torossian /s/ WILLIAM A. HIGHTOWER Director, President and Chief June 19, 2000 - -------------------------------------------- Operating Officer William A. Hightower /s/ RUSSELL G. WEINSTOCK Vice President Finance, Chief June 19, 2000 - -------------------------------------------- Financial Officer and Russell G. Weinstock Assistant Secretary (Principal Financial and Accounting Officer) /s/ MICHAEL J. ATTARDO Director June 19, 2000 - -------------------------------------------- Michael J. Attardo /s/ WILLIAM L. MARTIN Director June 19, 2000 - -------------------------------------------- William L. Martin /s/ NAM P. SUH Director June 19, 2000 - -------------------------------------------- Nam P. Suh /s/ LAWRENCE TOMLINSON Director June 19, 2000 - -------------------------------------------- Lawrence Tomlinson
II-5 7 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT DOCUMENT -------------- ---------------- 4.1* 1998 Non Statutory Stock Option Plan 4.2* 1996 Employee Stock Purchase Plan 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality of securities being registered (Counsel to the Registrant) 23.1 Independent Auditors' Consent 23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto) 24.1 Power of Attorney (see page II-5)
- ---------- * Previously filed as an Exhibit to Registration Statement on Form S-8 (File No. 333-80079) declared effective on June 4, 1999, and incorporated herein by reference. EX-5.1 2 0002.txt EXHIBIT 5.1 1 [LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI] EXHIBIT 5.1 June 19, 2000 Silicon Valley Group, Inc. 101 Metro Drive San Jose, California 95110 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Silicon Valley Group, Inc., a Delaware corporation (the Registrant" or "you"), with the Securities and Exchange Commission on or about June 19, 2000 in connection with the registration under the Securities Act of 1933, as amended ( the "1933 Act"), of the 1998 Non-Statutory Stock Option Plan (as to 1,000,000 shares) and the 1996 Employee Stock Purchase Plan (as to 500,000 shares) (collectively, the "Plans" and the "Shares" as appropriate). As legal counsel, we reviewed the actions taken and proposed to be taken by you in connection with the proposed sale and issuance of the Shares by the Registrant under the Plan. It is our opinion that, upon completion of the actions being taken, or contemplated by us as your counsel to be taken by you prior to the issuance of the Shares pursuant to the Registration Statement, the Plan, and upon completion of the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares 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 any Prospectus constituting a part thereof, and any amendments thereto. This opinion may be incorporated by reference in any abbreviated registration statement filed pursuant to Item E under the general instructions to Form S-8 under the Securities Act of 1933 with respect to the Registration Statement. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati EX-23.1 3 0003.txt EXHIBIT 23.1 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration of Silicon Valley Group, Inc. on Form S-8 of our report dated October 25, 1999 appearing in the Annual Report on Form 10-K of Silicon Valley Group, Inc. for the year ended September 30, 1999. /s/ DELOITTE & TOUCHE LLP - ------------------------- Deloitte & Touche LLP San Jose, California June 14, 2000 -----END PRIVACY-ENHANCED MESSAGE-----