-----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, D+kP3DWlkEP+iaC8QzMZzrYaHLk33Axo6qmMQpgDAXKEtVFIxvovN1ZgsDKNm8n3 4EXn361GXFnt3vGCWhNQeA== 0000950147-97-000610.txt : 19970912 0000950147-97-000610.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950147-97-000610 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970905 EFFECTIVENESS DATE: 19970905 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: SEC FILE NUMBER: 333-34979 FILM NUMBER: 97675589 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 September 4, 1997 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 (I.R.S. Employer of incorporation or organization) Identification Number) 1150 North Fiesta Boulevard Gilbert, Arizona 85233-2237 (Address of Principal executive offices)(zip code) -------------------------------------------------- CERPROBE CORPORATION 1995 Stock Option Plan (Full Title of the Plan) ---------------------- C. Zane Close Chairman of the Board, President and Chief Executive Officer CERPROBE CORPORATION 1150 North Fiesta Boulevard Gilbert, Arizona 85233-2237 (602) 333-1500 (Telephone number, including area code, of agent for service) ---------------------- This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will begin as soon as reasonably practicable after such effective date.
CALCULATION OF REGISTRATION FEE ================================================================================================================================ Proposed Title of Securities Proposed Maximum Maximum To Be Amount To Be Offering Price Per Aggregate Amount Of Registered Registered(1) Share Offering Price Registration Fee - -------------------------------------------------------------------------------------------------------------------------------- Common Stock 300,000 shares $20.75 $6,225,000 $1,887 ================================================================================================================================
(1) This Registration Statement shall also 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, on the basis of the average of the high and low sales prices for shares of Common Stock of Cerprobe Corporation on September 3, 1997. PART II Information Required in the Registration Statement Cerprobe Corporation (the "Registrant") hereby incorporates by reference into this Registration Statement, pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 (No. 333- 03015) filed with the Securities and Exchange Commission (the "Commission") on April 30, 1996. Item 8. Exhibits -------- Exhibit Number Exhibit - -------------- ------- 5 Opinion and consent of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, a professional association. 10 Cerprobe Corporation 1995 Stock Option Plan, amended and restated through February 18, 1997 as approved by the Company's stockholders on June 4, 1997, filed as exhibit 10(ll) to the Company's Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference. 23.1 Consent of independent public accountants. 23.2 Consent of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, a professional association, is contained in Exhibit 5. 24 Power of Attorney. Reference is made to the signature page of this Registration Statement. 2 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 Town of Gilbert, State of Arizona, on August 5, 1997. CERPROBE CORPORATION By /s/ C. Zane Close ---------------------------------- C. Zane Close, President and Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, C. Zane Close and Randal L. Buness, 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 August 5, 1997 - -------------------------------- Directors and Director Ross J. Mangano /s/ C. Zane Close President, Chief Executive August 5, 1997 - -------------------------------- Officer and Director C. Zane Close (Principal Executive Officer) /s/ Randal L. Buness Vice President, Chief Financial Officer, August 5, 1997 - -------------------------------- Secretary, and Treasurer (Principal Randal L. Buness Financial and Accounting Officer) /s/ Kenneth W. Miller Director August 5, 1997 - -------------------------------- Kenneth W. Miller /s/ Donald F. Walter Director August 5, 1997 - -------------------------------- Donald F. Walter /s/ William A. Fresh Director August 5, 1997 - -------------------------------- William A. Fresh
3 EX-5 2 OPINION AND CONSENT OF O'CONNOR CAVANAGH September 4, 1997 Cerprobe Corporation 1150 North Fiesta Boulevard Gilbert, Arizona 85233-2237 Re: Registration Statement on Form S-8 Cerprobe Corporation Ladies and 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 or about September 4, 1997 in connection with the registration under the Securities Act of 1933, as amended, of 300,000 shares of Common Stock, par value $0.05 per share, of the Company (the "Shares") issuable pursuant to the 1995 Stock Option Plan, as amended and restated through February 18, 1997 (the "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 First Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on August 20, 1997; B. The Bylaws of the Company, as amended through the date hereof; C. Resolutions of the Board of Directors of the Company dated February 18, 1997, reserving an additional 300,000 shares of the Company's Common Stock for the Plan, increasing the aggregate number of shares of Common Stock covered by the Plan to 800,000; D. Minutes of the June 4, 1997 Annual Meeting of Stockholders of the Company, at which the stockholders approved the amended and restated Plan as adopted by the Board of Directors; and Cerprobe Corporation September 4, 1997 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 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 and the General Corporation Laws of the State of Delaware. 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, /s/ O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, a professional association EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 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 14, 1997 except as to paragraph 4 of note 20 which is as of February 28, 1997, relating to the consolidated balance sheets of Cerprobe Corporation and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996 annual report on Form 10- KSB of Cerprobe Corporation. KPMG Peat Marwick LLP Phoenix, Arizona September 4, 1997 -----END PRIVACY-ENHANCED MESSAGE-----