-----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, IU2iNZaHhJ2u6xyY5f5qqWazhHZR1Wh/dkC68k1AJeDBXXFOyMnvUU/WfGiA4fCo cS6+ppNoeScb9BawpZdjuw== 0000950147-96-000147.txt : 19960502 0000950147-96-000147.hdr.sgml : 19960502 ACCESSION NUMBER: 0000950147-96-000147 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960430 EFFECTIVENESS DATE: 19960519 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERPROBE CORP CENTRAL INDEX KEY: 0000725259 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 860312814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03015 FILM NUMBER: 96554121 BUSINESS ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6029677885 MAIL ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 30, 1996 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- CERPROBE CORPORATION -------------------- (Exact name of Registrant as specified in its charter) Delaware 86-0312814 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 600 South Rockford Drive, Tempe, Arizona 85281 - ---------------------------------------- ----- (Address of principal executive offices) (Zip code) Cerprobe Corporation 1995 Stock Option Plan ------------------------------------------- (Full Title of Plan) C. Zane Close 600 South Rockford Drive Tempe, Arizona 85281 -------------------- (Name and address of agent for service) (602) 967-7885 -------------- (Telephone number, including area code, of agent for service) with a copy to: Richard B. Stagg, Esq. O'Connor, Cavanagh, Anderson, Killingsworth & Beshears One East Camelback, Suite 1100 Phoenix, Arizona 85012-1656 This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of registered securities will begin as soon as reasonably practicable after such effective date. CALCULATION OF REGISTRATION FEE ================================================================================ Title of Proposed Proposed maximum Amount of Securities Amount to be maximum aggregate registration to be registered(1) offering price offering fee Registered per share price - --------------------------------------------------------------------------- Common Stock 8,000 Shares $ 8.25 $ 66,000 $ 22.76 Common Stock 135,000 Shares 10.50 1,417,500 488.75 Common Stock 357,000 Shares 15.125(2) 5,399,625 1,861.79 -------------- -------- --------- --------- Total 500,000 Shares $6,883,125 $2,373.30 ---------- --------- ================================================================================ (1) This Registration Statement also shall cover any additional shares of Common Stock which become issuable under the 1995 Stock Option Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of outstanding shares of Common Stock of Cerprobe Corporation. (2) Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended (the "1933 Act"), using the average of the high and low sales prices for the Common Stock of Cerprobe Corporation on April 24, 1996, as reported on the Nasdaq National Market. - -------------------------------------------------------------------------------- As provided by Rule 415 of the 1933 Act, this Registration Statement includes a prospectus conforming to the requirements of Form S-3 under the 1933 Act for use in connection with certain reoffers and resales of the shares registered hereunder. CERPROBE CORPORATION Cross-Reference Sheet pursuant to Rule 404(a) of the Securities Act of 1933 showing the location in the Registration Statement of the information required by Part I of the Form S-8. Location or Caption in Item Number and Caption in Form S-8 Registration Statement - ----------------------------------- ---------------------- PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1. Plan Information * 2. Registrant Information and * Employee Plan Annual Information - --------------------------- *Not applicable. This information will be sent or given to participants pursuant to Rule 428(b)(1). (i) Cross-Reference Sheet pursuant to Rule 404(a) of the Securities Act of 1933 showing the location in the Form S-3 Reoffer Prospectus for Selling Stockholders included in the Registration Statement on Form S-8 of the information required by Part I of Form S-3. Location or Caption in Item Number and Caption in Form S-3 Prospectus - ----------------------------------- ---------------------- 1. Forepart of Registration Cover Page Statement and Outside Front Cover of Prospectus 2. Inside Front and Outside Inside Cover Page Back Cover Pages of Prospectus 3. Summary Information, Risk Available Information; Factors and Ratio of Earnings Documents Incorporated to Fixed Charges by Reference 4. Use of Proceeds * 5. Determination of Offering Price * 6. Dilution * 7. Selling Security-Holders Cover Page; Selling Stockholders 8. Plan of Distribution Cover Page 9. Description of Securities Documents Incorporated to be Registered by Reference 10. Interests of Named Counsel * and Experts 11. Material Changes * 12. Incorporation of Certain Documents Incorporated by Information by Reference Reference 13. Disclosure of Commission Indemnification Position on Indemnification for Securities Act Liabilities - -------------------- *Not applicable. (ii) 500,000 Shares CERPROBE CORPORATION Common Stock This Prospectus is being used in connection with the offering from time to time by stockholders of Cerprobe Corporation (the "Company" or "Registrant"), or their respective legatees, heirs, or legal representatives (collectively, the "Selling Stockholders"), some or all of whom may be deemed "affiliates" of the Company as defined in Rule 405 under the Securities Act of 1933 (the "1933 Act"), of shares of the Company's common stock, par value $.05 per share ("Common Stock"), which are reasonably expected to be acquired by them upon the exercise of stock options or receipt of stock awards granted under the Company's 1995 Stock Option Plan (the "Plan"). See "Selling Stockholders." It is expected that sales made pursuant to this Prospectus will be effected in broker's transactions, in transactions directly with market makers, in negotiated sales or otherwise, with the timing and manner of sales to be determined by the Selling Stockholders, in each case at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Company will not receive any of the proceeds from the sale of these shares. The Selling Stockholders may effect sales of shares of Common Stock by selling shares to or through brokers and dealers and such brokers and dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Stockholders and/or purchasers of shares for whom they may act as agent (which compensation may be in excess of customary commissions). The Selling Stockholders and the brokers and dealers through whom sales of shares may be effected may be deemed to be "underwriters" within the meaning of the 1933 Act, and any commissions received and any profits realized by them on the sale of shares may be considered to be underwriting compensation. The shares of Common Stock are listed on the Nasdaq National Market under the symbol "CRPB." On April 24, 1996, the last reported sale price of the Common Stock as reported on the Nasdaq National Market was $15.25 per share. ------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------- The date of this Prospectus is April 30, 1996. NO DEALER, SALESPERSON, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES BY ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL. UNDER NO CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT TO THIS PROSPECTUS CREATE ANY IMPLICATION THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS. TABLE OF CONTENTS AVAILABLE INFORMATION..................................................... 2 DOCUMENTS INCORPORATED BY REFERENCE....................................... 2 SELLING STOCKHOLDERS...................................................... 3 INDEMNIFICATION........................................................... 5 LEGAL OPINIONS............................................................ 5 EXPERTS................................................................... 5 AVAILABLE INFORMATION Copies of the Registration Statement of which this Prospectus forms a part and the exhibits thereto are on file at the offices of the Securities and Exchange Commission (the "Commission") in Washington, D.C., and may be obtained upon payment of the prescribed fees and inspected, without charge, at the offices of the Commission. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy and information statements and other information may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: New York Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048, and Chicago Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60604. Copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549 upon payment of the prescribed fees. The Common Stock of the Company is quoted on The Nasdaq National Market. Reports, proxy and information statements and other information concerning the Company may be inspected at the National Association of Securities Dealers, Inc. at 1735 K Street, N.W. Washington, D.C. 20006. DOCUMENTS INCORPORATED BY REFERENCE The following documents or information have been filed by the Company with the Commission and are incorporated herein by reference: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995 filed on April 1, 1996, as amended. (b) The description of the Company's Common Stock, par value $.05 per share, which is contained in the Company's Form 8-A/A filed on March 27, 1996. 2 All documents and information filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the securities offered under this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Prospectus as of the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom a Prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the information that has been specifically incorporated in this Prospectus by reference. See "Documents Incorporated by Reference." Requests should be directed to the Investor Relations Department at the principal executive offices of the Company, 600 South Rockford Drive, Phoenix, Arizona 85281, telephone number (602) 967-7885. SELLING STOCKHOLDERS The following table sets forth (i) the name and relationship to the Company of each Selling Stockholder, (ii) the number of shares of Common Stock of the Company beneficially owned by each Selling Stockholder as of April 24, 1996, and (iii) the number of shares of Common Stock that each Selling Stockholder is reasonably expected to acquire pursuant to the exercise of options under the Plan, and which he or she may offer and sell pursuant to this Prospectus.
Number of Shares of Common Stock Acquired or Expected to be Number of Shares Acquired Pursuant Relationship of Common Stock to the Plan and Which to the owned as of May be Offered Name Company April 24, 1996(1)(2) Pursuant Hereto - ---- ------------- -------------- --------------- Ross J. Mangano Chairman of the Board 596,834(3) 2,000 of Directors Kenneth W. Miller Secretary, Treasurer 193,070(4) 2,000 and Director William A. Fresh Director 344,297(5) 2,000 Donald F. Walter Director 16,334(6) 2,000 Henry Wong Vice President- 65,011(7) 25,000 Production Roseann Tavarozzi Vice President-Finance 16,334(8) 15,000 and Assistant Secretary
3 - ------------------ (1) Unless otherwise indicated, and subject to community property laws where applicable, all shares are owned of record by the persons named and the beneficial ownership consists of sole voting power and sole investment power. (2) The number of shares shown includes the shares of Common Stock actually owned as of April 24, 1996 and the shares of Common Stock that the identified person had the right to acquire within 60 days of April 24, 1996 pursuant to the exercise of stock options or conversion of securities. (3) Includes 20,000 shares in the name of Nat & Co. voted pursuant to a power of attorney, 51,300 shares in the name of Oliver & Company voted pursuant to a power of attorney, 120,000 shares in the name of Millie M. Cunningham voted pursuant to a power of attorney, 380,200 shares held in the name of Troon & Co., Ross J. Mangano, et al., Trustees, for which Mr. Mangano serves as a trustee, 10,000 shares which Mr. Mangano has the right to acquire at an exercise price of $1.00 per share pursuant to the exercise of options granted in September 1992, 13,334 shares which Mr. Mangano has the right to acquire at an exercise price of $5.75 per share pursuant to the exercise of options granted in September 1994, and 2,000 shares which Mr. Mangano has the right to acquire at an exercise price of $8.25 per share pursuant to the exercise of options granted in June 1995. (4) Includes 127,736 shares held by U.S. Trust Company of California, N.A., as trustee for the Kenneth W. Miller Charitable Remainder Unitrust. Mr. Miller may be deemed to have shared voting and investment power with respect to these shares. Also includes 30,000 shares which Mr. Miller has the right to acquire at an exercise price of $.50 per share pursuant to the exercise of options granted in July 1990, 10,000 shares which Mr. Miller has the right to acquire at an exercise price of $1.00 per share pursuant to the exercise of options granted in September 1992, 13,334 shares which Mr. Miller has the right to acquire at an exercise price of $5.75 per share pursuant to the exercise of options granted in September 1994, and 2,000 shares which Mr. Miller has the right to acquire at an exercise price of $8.25 per share pursuant to the exercise of options granted in June 1995. (5) Includes 162,700 shares held by WAF Investment Company, a company 100% owned by Mr. Fresh and his wife, and 78,477 shares held by Orem Tek Development Corp., a company 100% owned by Mr. Fresh, and reflects 2,000 shares which Mr. Fresh has the right to acquire at an exercise price of $8.25 per share pursuant to the exercise of options granted in June 1995. (6) Includes 13,334 shares which Mr. Walter has the right to acquire at an exercise price of $5.75 per share pursuant to the exercise of options granted in September 1994 and 2,000 shares which Mr. Walter has the right to acquire at an exercise price of $8.25 per share pursuant to the exercise of options granted in June 1995. (7) Includes 5,000 shares which Mr. Wong has the right to acquire at an exercise price of $10.50 per share pursuant to the exercise of options granted in August 1995 and 2,000 shares which Mr. Wong's spouse has the right to acquire at an exercise price of $10.50 per share pursuant to the exercise of options granted in August 1995. (8) Includes 13,334 shares which Ms. Tavarozzi has the right to acquire at an exercise price of $5.75 per share pursuant to the exercise of options granted in September 1994, and 3,000 shares which Ms. Tavarozzi has the right to acquire at an exercise price of $10.50 per share pursuant to the exercise of options granted in August 1995. 4 INDEMNIFICATION Under Article VI of the Company's Certificate of Incorporation (the "Certificate"), the Company shall indemnify and advance expenses, to the fullest extent permitted by the Delaware General Corporation Law, to each person who is or was a director, officer or employee of the Company, or who serves or served any other enterprise or organization at the request of the Company (an "Indemnitee"). Under Delaware law, to the extent that an Indemnitee is successful on the merits or otherwise in defense of a suit or proceeding brought against him or her by reason of the fact that he or she is or was a director, officer or employee of the Company, or serves or served any other enterprise or organization at the request of the Company, the Company shall indemnify him or her against expenses (including attorneys' fees) actually and reasonably incurred in connection with such action. An Indemnitee also may be indemnified under Delaware law against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful. An Indemnitee also may be indemnified under Delaware law against expenses (including attorneys' fees) actually and reasonably incurred in the defense or settlement of a suit by or in the right of the Company if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, except that no indemnification may be made if the Indemnitee is adjudged to be liable to the Company, unless a court determines that such Indemnitee is entitled to indemnification for such expenses which the court deems proper. Also under Delaware law, expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of the suit, action or proceeding upon receipt of an undertaking by or on behalf of the officer or director to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Company. The Company may also advance expenses incurred by other employees and agents of the Company upon such terms and conditions, if any, that the Board of Directors of the Company deems appropriate. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to officers, directors or persons controlling the Company pursuant to Delaware law or the Company's Certificate, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable. LEGAL OPINIONS The legality of the shares of Common Stock offered hereby will be passed upon for the Company by O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, a Professional Association, One East Camelback, Phoenix, Arizona. EXPERTS The financial statements incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-KSB for the year ended December 31, 1995 have been audited by KPMG Peat Marwick LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 5 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents or information have been filed by the Registrant with the Securities and Exchange Commission (the "Commission") and are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, as amended, or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed. (b) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the documents of the Registrant referred to in (a) above. (c) The description of the Registrant's Common Stock, par value $.05 per share, which is contained in the Registrant's Registration Statement on Form 8-A/A filed on March 27, 1996. All documents and information filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the securities offered under this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement as of the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 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's Certificate of Incorporation provides for indemnification of directors and officers of the Company to the fullest extent permitted by Delaware law. Under Article VI of the Company's Certificate of Incorporation (the "Certificate"), the Company shall indemnify and advance expenses, to the fullest extent permitted by the Delaware General Corporation Law, to each person who is or was a director, officer or employee of the Company, or who serves or served any other enterprise or organization at the request of the Company (an "Indemnitee"). R-1 An Indemnitee also may be indemnified under Delaware law against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful. An Indemnitee also may be indemnified under Delaware law against expenses (including attorney's fees) actually and reasonably incurred in the defense or settlement of a suit by or in the right of the Company if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, except that no indemnification may be made if the Indemnitee is adjudged to be liable to the Company, unless a court determines that such Indemnitee is entitled to indemnification for such expenses which the court deems proper. Also under Delaware law, expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of the suit, action or proceeding upon receipt of an undertaking by or on behalf of the officer or director to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Company. The Company may also advance expenses incurred by other employees and agents of the Company upon such terms and conditions, if any, that the board of directors of the Company deems appropriate. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to officers, directors or persons controlling the Company pursuant to Delaware law or the Company's Certificate, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit Number Description - -------------- ----------- 4(a) Article IV of the Company's Certificate of Incorporation filed as Exhibit 4(a) to the Company's Form 10-Q for the period ended June 30, 1987 and incorporated herein by reference. 4(b) Specimen Stock Certificate filed as Exhibit 4(c) to the Company's Form S-18 Registration Statement (No. 2-85679) and incorporated herein by reference. 5 Opinion of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, a Professional Association. 10(a) 1995 Stock Option Plan adopted by the Company's Board of Directors on May 9, 1995 filed as Exhibit 10(ll) to the Company's Form 10-KSB for the year ended December 31, 1995 and incorporated herein by reference. 10(b) Form of Stock Option Agreement under the Company's 1995 Stock Option Plan. 23(a) The consent of Independent Auditors. R-2 23(b) The consent of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, a Professional Association, is contained in its opinion filed as Exhibit 5 hereto. 24 Power of Attorney. Reference is made to page R-4 hereof. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to: (i) include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement; and (iii) include any additional or changed information on the plan of distribution; provided, however, that clauses (i) and (ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required in a post-effective amendment is incorporated by reference from periodic reports filed by the Registrant under the Securities Exchange Act of 1934. (2) For determining liability under the Securities Act of 1933, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering thereof; and (3) To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (b) 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 Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. R-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 Phoenix, State of Arizona, on March 29, 1996. CERPROBE CORPORATION By /s/ C. Zane Close -------------------- C. Zane Close, President, Chief Executive Officer and Director KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, C. Zane Close and Robert K. Bench, and each of them, as his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully 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 below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Ross J. Mangano Chairman of the Board of March 29, 1996 - ---------------------- Ross J. Mangano Directors and Director /s/ C. Zane Close President, Chief Executive March 29, 1996 - ---------------------- C. Zane Close Officer and Director (Principal Executive Officer) /s/ Robert K. Bench Chief Financial Officer March 29, 1996 - ---------------------- Robert K. Bench (Principal Financial and Accounting Officer) /s/ Kenneth W. Miller Director and Treasurer March 29, 1996 - ---------------------- Kenneth W. Miller /s/ Donald F. Walter Director March 29, 1996 - ---------------------- Donald F. Walter /s/ William A. Fresh Director March 29, 1996 - ---------------------- William A. Fresh R-4 EX-5 2 OPINION OF O'CONNOR CAVANAGH [O'CONNOR CAVANAGH LETTERHEAD] April 30, 1996 Cerprobe Corporation 600 South Rockford Drive Tempe, Arizona 85281 Re: Registration Statement on Form S-8 Cerprobe Corporation Gentlemen: As legal counsel to Cerprobe Corporation, a Delaware corporation (the "Company"), we have assisted in the preparation of the Company's Registration Statement on Form S-8 (the "Registration Statement"), to be filed with the Securities and Exchange Commission on April 30, 1996 in connection with the registration under the Securities Act of 1933, as amended, of 500,000 shares of Common Stock, par value $0.05 per share, of the Company (the "Shares") issuable pursuant to the Company's 1995 Stock Option Plan (the "1995 Plan"). The facts, as we understand them, are set forth in the Registration Statement. With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following: A. The Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on March 23, 1987; B. The Bylaws of the Company, as amended through the date hereof; C. Resolutions of the Board of Directors of the Company dated May 9, 1995, adopting the 1995 Plan as of that date; D. Minutes of the June 27, 1995 Annual Meeting of Stockholders of the Company, at which the stockholders approved the 1995 Plan as adopted by the Board of Directors; and Cerprobe Corporation April 30, 1996 Page 2 E. The Registration Statement. Subject to the assumptions that (i) the documents and signatures examined by us are genuine and authentic and (ii) the persons executing the documents examined by us have the legal capacity to execute such documents, and subject to the further limitations and qualifications set forth below, it is our opinion that the Shares, when issued and sold in accordance with the terms of the 1995 Plan, will be validly issued, fully paid and nonassessable. Please be advised that we are members of the State Bar of Arizona, and our opinion is limited to the legality of matters under the laws of the State of Arizona. Further, our opinion is based solely upon existing laws, rules and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof. We hereby expressly consent to any reference to our firm in the Registration Statement, inclusion of this Opinion as an exhibit to the Registration Statement, and to the filing of this Opinion with any other appropriate governmental agency. Very truly yours, O'Connor, Cavanagh, Anderson Killingsworth & Beshears, P.A. EX-10.B 3 STOCK OPTION AGREEMENT CERPROBE CORPORATION STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of the Grant Date, as set forth on the attached Exhibit A, by and between CERPROBE CORPORATION, a Delaware corporation (the "Company"), and the person listed on the attached Exhibit A (the "Optionholder"). Optionholder is a key person associated with the Company, and the Company considers it desirable and its best interest that Optionholder be given an inducement to acquire a proprietary interest in the Company and added incentive to advance the interest of the Company by possessing an option to purchase the Company's Stock, all in accordance with the 1995 Stock Option Plan (the "Plan") adopted by the Board of Directors of the Company and attached hereto as Exhibit B. NOW, THEREFORE, it is agreed by and between the parties as follows: 1. Grant of Option. The Company hereby grants to Optionholder, as of the grant date (the "Grant Date") specified in the attached Exhibit A, the right, privilege and option to purchase shares of Stock as set forth on the attached Exhibit A (the "Optioned Shares"), subject in all respects to the terms, conditions and provisions of this Agreement and the Plan, which is attached hereto as Exhibit B and incorporated by reference in this Agreement. The Optionholder acknowledges having received and carefully reviewed a copy of the Plan. It is set forth in Exhibit A whether or not the option is intended to be an incentive stock option ("ISO") as defined in Section 422 of the Code. 2. Option Price. The option price (the "Option Price") as determined by the Plan Administrator is set forth on the attached Exhibit A, which price has been determined by the Plan Administrator to be not less than 85 percent of the fair market value per share of the Stock on the date of grant of this option (100 percent if an option is an ISO and 110 percent if an option is an ISO and the Optionholder is a shareholder who at the date of the grant of this option owns stock possessing more than ten percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary of the Company). 3. Vesting of Option. (a) Vesting Schedule. The time at which the Optioned Shares vest and Optionholder may exercise his granted option with respect to such Optioned Shares shall be as described on Exhibit A attached hereto. Optioned Shares that have vested may be acquired at any time, and from time to time, in whole or in part, until the option expires as provided in Section 6 hereof. (b) $100,000 Limitation. Notwithstanding the foregoing, the number of Optioned Shares that are granted pursuant to an ISO that may vest in any one calendar year shall not exceed the $100,000 Limitation, as that term is defined in the Plan. Thus, notwithstanding the language on Exhibit A regarding whether or not the option is intended to be an ISO, if the $100,000 Limitation would be exceeded based on the vesting schedule set forth on Exhibit A, then a proportional portion of the Optioned Shares shall be considered to not be an ISO such that the $100,000 Limitation is not violated. (c) Acceleration. The Plan Administrator may, by resolution adopted after the Grant Date, in its sole and absolute discretion allow the option to be exercised on an accelerated basis, provided that in no event shall the Plan Administrator accelerate the exercise period for the option granted hereunder as to violate the $100,000 Limitation. 4. Exercise of Option. The option issued hereunder shall be exercisable by written notice to the Company, addressed to the Company at its principal place of business, in accordance with the terms of the Plan. 5. Stock Repurchase Agreement. Upon the proper exercise of any option, the Optionholder (or in the case of the Optionholder's death, his successors as provided under Section 6(c) of the Plan) may be required to execute a Stock Repurchase Agreement in such form as may be required by the Plan Administrator from time to time. Under that Stock Repurchase Agreement, the Optionholder may be required upon certain conditions, such as the termination of his service to the Company, death, or divorce, to resell any acquired Optioned Shares back to the Company. 6. Termination of Option. This option, to the extent not previously exercised, shall terminate upon the first to occur of the tenth anniversary of the Grant Date or as otherwise set forth in the Plan. 7. No Privilege of Stock Ownership. The holder of the option granted hereunder shall not have any of the rights of a stockholder with respect to the Optioned Shares until such Optionholder shall have exercised the option, paid the Option Price, and received a stock certificate for the purchased shares of Stock. 8. Compliance With Laws and Regulations. The exercise of this option and the issuance of the Stock upon such exercise shall be subject to compliance by the Company and the Optionholder with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange in which the shares of the Stock may be listed at the time of such exercise and issuance. In connection with the exercise of this option, Optionholder shall execute and deliver to the Company such representations in writing as may be requested by the Company in order for it to comply with applicable requirements of federal and state securities laws. 9. Liability of the Company. (a) If the Optioned Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Stock which may without stockholder approval be issued under the Plan, then this option shall be void with respect to such excess shares unless stockholder approval of an amendment increasing the number of shares of Stock issuable under the Plan is obtained in accordance with the applicable provisions of the Plan. (b) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Stock pursuant to this Agreement shall relieve the Company of any liability with respect to the nonissuance or sale of the Stock as to which such approval shall not have been obtained. The Company, however, shall use its best efforts to obtain all such approvals. 2 10. No Employment or Service Contract. Nothing in this Agreement or in the Plan shall confer upon the Optionholder any right to continue in the service of the Company (or any parent or subsidiary corporation of the Company employing or retaining Optionholder) for any period of time or to interfere with or otherwise restrict in any way the rights of the Company (or any parent or subsidiary corporation of the Company employing or retaining Optionholder) or the Optionholder, which rights are hereby expressly reserved by each, to terminate the service of Optionholder at any time for any reason whatsoever, with or without cause. 11. Assignability. Neither this option nor any rights or privileges conferred thereby shall be assignable or transferable by the Optionholder other than by will or by the laws of descent and distribution, and this option shall be exercisable only by Optionholder during the Optionholder's lifetime. Upon the death of Optionholder, the rights of the successors to Optionholder shall be limited as set forth in the Plan. 12. Binding Affect. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. 13. Securities Matters. (a) Exercise of Option. The option granted hereunder may be exercised by the Optionholder only if (i) the shares of Stock which are to be issued upon such execution are registered under the Securities Act of 1933, as amended (the "1933 Act"), the Arizona Securities Act, as amended (the "Arizona Act"), and the securities laws of any other applicable jurisdiction, or (ii) the Company, upon advice of counsel, determines that the issuance of the shares of Stock upon the exercise of the Optionholder is exempt from registration requirements. (b) Restriction of Shares. The Company is under no obligation to register, under the 1933 Act, the Arizona Act or the securities laws of any other jurisdiction, any of the shares of Stock to be issued to the Optionholder upon the exercise of any option or to take any action which would make available any exemption from registration. If the shares to be issued to the Optionholder upon the exercise of any option have not been registered under the 1933 Act, the Arizona Act or the securities laws of any other jurisdiction, those shares will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and must be held indefinitely without any transfer, sale or other disposition unless (a) the shares are subsequently registered under the 1933 Act, the Arizona Act and the securities laws of any other applicable jurisdiction, or (b) the Optionholder obtains an opinion of counsel which is satisfactory to counsel for the Company that the shares may be sold in reliance on an exemption from registration requirements. 14. Defined Terms. All capitalized terms herein which are not otherwise defined herein shall have the same meaning ascribed to such terms in the Plan. 15. Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company in care of the Corporate Secretary at its principal corporate offices. Any notice required to be given or delivered to Optionholder at the address indicated on Exhibit A. All notices shall be deemed to have been given or delivered upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 3 16. Construction. This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the express terms and provisions of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option. 17. Governing Law. The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Arizona. 18. Stockholder Approval. The grant of this option is subject to approval of the Plan by the Company's stockholders within 12 months after the adoption of the Plan by the Board of Directors. Notwithstanding any provision of this Agreement to the contrary, this option may not be exercised in whole or in part until such stockholder approval is obtained. In the event that such stockholder approval is not obtained, then this option shall thereupon terminate in its entirety and the Optionholder shall have no further rights to acquire any optioned shares hereunder. IN WITNESS WHEREOF the parties hereto have executed this agreement or caused it to be executed on the day and year first above written. CERPROBE CORPORATION By:_________________________________ Name:_______________________________ Its:________________________________ ATTESTED BY: ____________________________ ____________________________________ Secretary Optionholder 4 CERPROBE CORPORATION Stock Option Agreement Exhibit A --------- Optionholder: _______________________________________________________ Address of Optionholder: _______________________________________________________ _______________________________________________________ Grant Date: _______________________________________________________ Optioned Shares: _______________________________________________________ Option Price: $______________________________________________per share Check One Box: [ ] It is intended that the options are "incentive stock options" under section 422 of the Code. [ ] It is intended that the options are nonqualified options. Vesting Schedule ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ EX-23.A 4 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Cerprobe Corporation: We consent to incorporation by reference in the registration statement filed on Form S-8 of Cerprobe Corporation of our report dated February 2, 1996, relating to the consolidated balance sheets of Cerprobe Corporation and subsidiary as of December 31, 1995 and 1994, and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995 annual report on Form 10-KSB of Cerprobe Corporation and to the reference to our firm under the heading "Experts" in the prospectus. KPMG Peat Marwick LLP Phoenix, Arizona April 30, 1996 -----END PRIVACY-ENHANCED MESSAGE-----