0000950147-95-000129.txt : 19950821 0000950147-95-000129.hdr.sgml : 19950821 ACCESSION NUMBER: 0000950147-95-000129 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950818 EFFECTIVENESS DATE: 19950818 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 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-65200 FILM NUMBER: 95565379 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 POS 1 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on August 18, 1995 Registration No. 33-65200 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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 Non-Qualified Stock Option Plan ---------------------------------------------------- CerProbe Corporation Incentive Stock Option Plan ------------------------------------------------ (Full Title of Plans) 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 copy to: Richard B. Stagg, Esq. O'Connor, Cavanagh, Anderson, Westover, 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 ================================================================================ Proposed Proposed Title of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Offering Registration Registered Registered Per Share Price Fee ---------- ------------ --------- --------- ------------ Common Stock 1,185,000 $ 6.00(1) $ 2,843,343.50(2) $ 888.54(3) (par value $.05) -------------------------------------------------------------------------------- (1) Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended (the "1933 Act"), using the average of the bid and asked prices of the Registrant's Common Stock on June 22, 1993, as reported on the National Association of Securities Dealer's Automated Quotation System. (2) Estimated solely for purposes of calculating the registration fee. (3) Previously paid. ================================================================================ 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 and Item 501(a) of Regulation S-B 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). Cross Reference Sheet pursuant to Rule 404(a) of the Securities Act of 1933 and Item 501(a) of Regulation S-B 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 Information by Reference by Reference 13. Disclosure of Commission Indemnification Position on Indemnification for Securities Act Liabilities ------------------- *Not applicable. 930,000 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 their exercise of stock options granted under the Company's Non-Qualified Stock Option Plan or Incentive Stock Option Plan (together, the "Plans"). 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 August 16, 1995, the last reported sale price of the Common Stock as reported on the Nasdaq National Market was $9.75 per share. ------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR 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 August 18, 1995. 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.............................................. 4 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, Seven World Trade Center, New York, New York 10048, and Chicago Regional Office, 500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., 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, 1994 filed on March 30, 1995, as amended. (b) The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended March 31, 1995 and June 30, 1995, respectively. (c) Current Report on Form 8-K dated March 31, 1995, on Form 8-K/A dated April 21, 1995 and Form 8-K/A2 dated June 1, 1995. (d) Current Report on Form 8-K dated April 21, 1995 and on Form 8-K/A dated April 27, 1995. (e) The description of the Company's Common Stock, par value $.05 per share, which is contained in the Company's Amendment No. 1 to Form S-18 Registration Statement filed by the Company on September 26, 1983 and the description of "Authorized Common Stock" and "Authorized Preferred Stock" at page 12 of the Company's proxy statement dated March 31, 1987. 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, and the telephone number of such offices is (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 August 14, 1995, 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 Plans, and which he may offer and sell pursuant to this Prospectus. Number of Shares of Common Stock Acquired or Expected to be Number of Shares Acquired Pursuant to Relationship of Common Stock the Plans and Which to the owned as of May be Offered Name Company August 14, 1995(1) Pursuant Hereto(2) ---- ------------ --------------- --------------- Ross J. Mangano Chairman of the Board 334,634 60,000 of Directors C. Zane Close President, Chief 116,600 265,000 Executive Officer and Director Kenneth W. Miller Secretary, Treasurer 206,070 60,000 and Director Donald F. Walter Director 38,334 60,000 Michael K. Bonham Vice President-Sales 115,434 200,000 and Marketing Eswar Subramanian Vice President-Sales 121,234 185,000 Engineering Henry Wong Vice President- 103,834 100,000 Production (1) The number of shares shown includes the shares of Common Stock actually owned as of August 14, 1995 and the shares of Common Stock that the identified person had the right to acquire within 60 days of August 14, 1995 pursuant to the exercise of stock options or conversion of securities. (2) Includes 29,500, 15,000, 67,900, 52,100, and 73,500 shares previously sold by Messrs. Close, Walter, Bonham, Subramanian and Wong, respectively, pursuant to this Prospectus. 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 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 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, Westover, 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, as amended, for the year ended December 31, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which includes an explanatory paragraph describing a change in accounting principle, and which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 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, 1994, 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 descriptions of the Company's Common Stock, par value $.05 per share, which is contained in the Company's Amendment No. 1 to Form S-18 Registration Statement filed by the Company on September 26, 1983 and the descriptions of "Authorized Common Stock" and "Authorized Preferred Stock" at page 12 of the Company's proxy statement dated March 31, 1987. All documents and information subsequently 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 Post-Effective Amendment No. 1 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"). 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) 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, Westover, Killingsworth & Beshears, a Professional Association.* 10(a) Non-Qualified Stock Option Plan adopted by the Company's Board of Directors on June 25, 1983, as amended, and Form of Qualified Stock Option Agreement filed as Exhibits 4(a) and 4(c) to the Company's Form S-8 Registration Statement (No. 33-65200) and incorporated herein by reference. 10(b) Incentive Stock Option Plan adopted by the Company's Board of Directors on April 3, 1989, filed as Exhibit 10(k) to the Company's Form 10-K for the year ended December 31, 1989 and incorporated herein by reference and Form of Incentive Stock Option Agreement filed as Exhibit 4(d) to the Company's Form S-8 Registration Statement (No. 33-65200) and incorporated herein by reference. 23(a) Consent of Deloitte & Touche, LLP.* 23(b) The consent of O'Connor, Cavanagh, Anderson, Westover, 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-3 of the Registration Statement on Form S-8 (No. 33-65200) as filed on June 25, 1993. ----------------- *Previously filed. 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, 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. 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on August 17, 1995. CERPROBE CORPORATION By /s/ C. Zane Close ----------------------------------------- C. Zane Close, President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the 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 August 17, 1995 --------------------- *Ross J. Mangano Directors and Director /s/ C. Zane Close President, Chief Executive August 17, 1995 --------------------- C. Zane Close Officer and Director (Principal Executive Officer) /s/ Robert K. Bench Chief Financial Officer August 17, 1995 --------------------- Robert K. Bench (Principal Financial and Accounting Officer) /s/ Kenneth W. Miller Director and Treasurer August 17, 1995 --------------------- *Kenneth W. Miller /s/ Donald F. Walter Director August 17, 1995 --------------------- *Donald F. Walter /s/ William A. Fresh Director August 17, 1995 --------------------- William A. Fresh *By /s/ C. Zane Close ----------------- C. Zane Close Attorney-in-Fact