-----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, WIZdpqHQFbA9bP6j9QjTWbJAvrGcKiRrvhxTTVncduxCogjTrKZwlbAOokfvfqYv TmTe6UqWsCdLCFqqCB3juQ== 0000893877-95-000152.txt : 19951027 0000893877-95-000152.hdr.sgml : 19951027 ACCESSION NUMBER: 0000893877-95-000152 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951026 EFFECTIVENESS DATE: 19951114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRO SCIENTIFIC INDUSTRIES INC CENTRAL INDEX KEY: 0000726514 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 930370304 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63705 FILM NUMBER: 95584399 BUSINESS ADDRESS: STREET 1: 13900 NW SCIENCE PARK DR CITY: PORTLAND STATE: OR ZIP: 97229 BUSINESS PHONE: 5036414141 MAIL ADDRESS: STREET 1: 13900 NW SCIENCE PARK DRIVE CITY: PORTLAND STATE: OR ZIP: 97229-5497 S-8 1 FORM S-8, 1989 STOCK OPTION PLAN As filed with the Securities and Exchange Commission on October 26, 1995 Registration No. 33-_______________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _______________ ELECTRO SCIENTIFIC INDUSTRIES, INC. (Exact name of registrant as specified in charter) _______________ OREGON 93-0370304 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 13900 NW Science Park Drive Portland, Oregon 97229 (Address of Principal (Zip Code) Executive Offices) _______________ Electro Scientific Industries, Inc. 1989 Stock Option Plan _______________ Donald R. VanLuvanee President and Chief Executive Officer Electro Scientific Industries, Inc. 13900 NW Science Park Drive Portland, OR 97229 (Name and address of agent for service) Telephone number, including area code, of agent for service: (503) 641-4141 Copy to: Henry H. Hewitt Stoel Rives 900 SW Fifth Avenue Portland, Oregon 97204-1268 2 CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------- Proposed Proposed Amount Maximum Maximum of Amount Offering Aggregate Regis- Title of Securities to Be Price Per Offering tration to Be Registered Registered Share(1) Price(1) Fee - ---------------------------------------------------------------------------- Common Stock, without par value 300,000 Shares $31.50 $9,450,000 $3,259 - ---------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The calculation of the registration fee is based on $31.50, which was the average of the high and low prices of the Common Stock on October 23, 1995 as reported in The Wall Street Journal for NASDAQ National Market Issues. II-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. --------------------------------------- The following documents filed by Electro Scientific Industries, Inc. (the "Company") with the Securities and Exchange Commission are incorporated herein by reference: (a) The Company's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed. (b) All other reports filed 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 annual report or prospectus referred to in (a) above. (c) The description of the authorized capital stock of the Company contained in the Company's registration statement filed under section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating the description. All reports and other documents subsequently filed by the Company pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 4. Description of Securities. ------------------------- Not Applicable. Item 5. Interests of Names Experts and Counsel. -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Article VII of the Company's Third Restated Articles of Incorporation indemnifies directors and officers to the II-2 fullest extent permitted by law. The effects of Article VII may be summarized as follows: (a) The Article grants a right of indemnification in respect of any action, suit or proceeding (other than an action by or in the right of the Company) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred, provided the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction or plea of nolo contendere does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and had reasonable cause to believe his conduct was unlawful. (b) The Article grants a right of indemnification in respect of any action or suit by or in the right of the Company against the expenses (including attorneys' fees) actually and reasonably incurred if the person concerned acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that no right of indemnification will be granted regarding any claim, issue or matter as to which such person is adjudged to be liable for negligence or misconduct unless permitted by a court. (c) Every person who has been wholly successful on the merits of a controversy described in (a) or (b) above is entitled to indemnification as a matter of right. Persons who have not been wholly successful on the merits are not necessarily precluded from being reimbursed by the Company for their expenses so long as (i) the Board of Directors, by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, determines that their conduct has met the standards required for indemnification set out in the Oregon statutes; (ii) independent legal counsel renders written advice that in their opinion such person has met the standards for indemnification; (iii) the stockholders determine that the person has met the standards for indemnification; or (iv) the court in which the action, suit or proceeding was pending determines that indemnification is proper. II-3 (d) The Company may pay expenses incurred in defending an action, suit or proceeding in advance of the final disposition thereof upon receipt of a satisfactory undertaking to repay in the event indemnification is not authorized. (e) The above paragraphs summarize the indemnification expressly authorized by the Oregon Business Corporation Act (the "Act"). Article VII provides for indemnification to the fullest extent permitted by law, which is intended to provide indemnification broader than that expressly authorized by the Act. It is unclear to what extent Oregon law permits such broader indemnification. The limits of lawful indemnification may ultimately be determined by the courts. The rights of indemnification described above are not exclusive of any other rights of indemnification to which the persons indemnified may be entitled under any statute, agreement, vote of shareholders or directors or otherwise. The Company has directors' and officers' insurance coverage which insures directors and officers of the Company and its subsidiaries against certain liabilities. The Company has also entered into indemnity agreements with certain directors and officers. While the indemnity agreements in large part incorporate the indemnification provisions of the Act as described above, they vary from the statute in several respects. In addition to the indemnification expressly permitted under the statute, the agreements provide for indemnification for settlements in derivative lawsuits and expand coverage in proceedings involving a breach of fiduciary duty to include judgments. The contracts also require the Company to pay expenses incurred by an indemnitee in advance of final disposition of a suit or proceeding upon request of the indemnitee, without regard to the indemnitee's ability to repay the sum advanced and without prior approval of the directors, stockholders or court, or the receipt of an opinion of counsel. A claimant would thus be entitled to receive advanced expenses unless action were taken to prevent such payment. The agreements also generally shift the presumption in favor of indemnification of the indemnitee. Partial indemnification is also expressly authorized by the agreements. Item 8. Exhibits. -------- 4A. Third Restated Articles of Incorporation of the Company. Incorporated by reference to Exhibit II-4 3-A to Company's Annual Report on Form 10-K for the year ended May 31, 1991, File No. 0-12853. 4B. Bylaws of the Company. Incorporated by reference to Exhibit 3-B to the Company's Annual Report on Form 10-K for the year ended May 31, 1994, File No. 0-12853. 5. Opinion of Counsel. 23. Consent of Independent Accountants. 24. Powers of Attorney. 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: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; (iii) 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each new 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. II-5 (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 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 the 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 Act 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 Act 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on October 25, 1995. ELECTRO SCIENTIFIC INDUSTRIES, INC. By DONALD R. VANLUVANEE --------------------------------- Donald R. VanLuvanee President and Chief Executive Officer II-6 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 25th day of October, 1995. Signature Title --------- ----- (1) Principal Executive Officer: Donald R. VanLuvanee President and Chief ------------------------------ Executive Officer Donald R. VanLuvanee (2) Principal Financial and Accounting Officer: *BARRY L. HARMON Senior Vice President, ------------------------------ Finance and Chief Barry L. Harmon Financial Officer (3) Directors: *DAVID F. BOLENDER Director ------------------------------ David F. Bolender *DOUGLAS C. STRAIN Director ------------------------------ Douglas C. Strain *LARRY L. HANSEN Director ------------------------------ Larry L. Hansen *W. ARTHUR PORTER Director ------------------------------ W. Arthur Porter *VERNON B. RYLES Director ------------------------------ Vernon B. Ryles *KEITH L. THOMSON Director ------------------------------ Keith L. Thomson *By DONALD R. VANLUVANEE -------------------------------------- Donald R. VanLuvanee, Attorney-in-Fact EXHIBIT INDEX Exhibit Number Document Description - ------- -------------------- 4A Third Restated Articles of Incorporation of the Company. Incorporated by reference to Exhibit 3-A to Company's Annual Report on Form 10-K for the year ended May 31, 1991, File No. 0-12853. 4B Bylaws of the Company. Incorporated by reference to Exhibit 3-B to the Company's Annual Report on Form 10-K for the year ended May 31, 1994, File No. 0-12853. 5 Opinion of Counsel. 23 Consent of Arthur Andersen LLP. 24 Powers of Attorney. EX-5 2 OPINION OF COUNSEL EXHIBIT 5 October 25, 1995 Board of Directors Electro Scientific Industries, Inc. 13900 NW Science Park Drive Portland, Oregon 97229 We have acted as counsel for Electro Scientific Industries, Inc. (the "Company") in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering the issuance of 300,000 shares of common stock, without par value, (the "Shares") of the Company pursuant to the Company's 1989 Stock Option Plan (the "Plan"). We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion. Based on the foregoing, it is our opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Oregon; and 2. The Shares issuable under the Plan have been duly authorized and, when issued in accordance with the Plan, will be legally issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, STOEL RIVES STOEL RIVES EX-23 3 CONSENT OF ARTHUR ANDERSEN EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement pertaining to shares of Electro Scientific Industries, Inc. common stock being offered to certain employees and directors of the Company, of our reports dated July 11, 1995 included in the Electro Scientific Industries, Inc. Annual Report on Form 10-K for the fiscal year ended May 31, 1995 and to all references to our firm included in this Registration Statement. ARTHUR ANDERSEN LLP Portland, Oregon October 23, 1995 EX-24 4 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC. does hereby constitute and appoint DAVID F. BOLENDER, DONALD R. VANLUVANEE and BARRY L. HARMON, and any of them, his true and lawful attorney and agent to do any and all acts and things and execute in his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Electro Scientific Industries, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of 300,000 shares of Common Stock of Electro Scientific Industries, Inc. for issuance pursuant to the 1989 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment (including post-effective amendments) or application for amendment thereof in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: September 22, 1995. DONALD R. VANLUVANEE --------------------------------- Signature Donald R. VanLuvanee --------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC. does hereby constitute and appoint DAVID F. BOLENDER, DONALD R. VANLUVANEE and BARRY L. HARMON, and any of them, his true and lawful attorney and agent to do any and all acts and things and execute in his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Electro Scientific Industries, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of 300,000 shares of Common Stock of Electro Scientific Industries, Inc. for issuance pursuant to the 1989 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment (including post-effective amendments) or application for amendment thereof in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: September 22, 1995. BARRY L. HARMON --------------------------------- Signature Barry L. Harmon --------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC. does hereby constitute and appoint DAVID F. BOLENDER, DONALD R. VANLUVANEE and BARRY L. HARMON, and any of them, his true and lawful attorney and agent to do any and all acts and things and execute in his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Electro Scientific Industries, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of 300,000 shares of Common Stock of Electro Scientific Industries, Inc. for issuance pursuant to the 1989 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment (including post-effective amendments) or application for amendment thereof in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: September 22, 1995. DAVID F. BOLENDER --------------------------------- Signature David F. Bolender --------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC. does hereby constitute and appoint DAVID F. BOLENDER, DONALD R. VANLUVANEE and BARRY L. HARMON, and any of them, his true and lawful attorney and agent to do any and all acts and things and execute in his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Electro Scientific Industries, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of 300,000 shares of Common Stock of Electro Scientific Industries, Inc. for issuance pursuant to the 1989 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment (including post-effective amendments) or application for amendment thereof in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: September 22, 1995. Douglas C. Strain --------------------------------- Signature Douglas C. Strain --------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC. does hereby constitute and appoint DAVID F. BOLENDER, DONALD R. VANLUVANEE and BARRY L. HARMON, and any of them, his true and lawful attorney and agent to do any and all acts and things and execute in his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Electro Scientific Industries, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of 300,000 shares of Common Stock of Electro Scientific Industries, Inc. for issuance pursuant to the 1989 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment (including post-effective amendments) or application for amendment thereof in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: September 22, 1995. LARRY L. HANSEN --------------------------------- Signature Larry L. Hansen --------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC. does hereby constitute and appoint DAVID F. BOLENDER, DONALD R. VANLUVANEE and BARRY L. HARMON, and any of them, his true and lawful attorney and agent to do any and all acts and things and execute in his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Electro Scientific Industries, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of 300,000 shares of Common Stock of Electro Scientific Industries, Inc. for issuance pursuant to the 1989 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment (including post-effective amendments) or application for amendment thereof in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: September 22, 1995. W. ARTHUR PORTER --------------------------------- Signature W. Arthur Porter --------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC. does hereby constitute and appoint DAVID F. BOLENDER, DONALD R. VANLUVANEE and BARRY L. HARMON, and any of them, his true and lawful attorney and agent to do any and all acts and things and execute in his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Electro Scientific Industries, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of 300,000 shares of Common Stock of Electro Scientific Industries, Inc. for issuance pursuant to the 1989 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment (including post-effective amendments) or application for amendment thereof in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: September 22, 1995. VERNON B. RYLES --------------------------------- Signature Vernon B. Ryles --------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of ELECTRO SCIENTIFIC INDUSTRIES, INC. does hereby constitute and appoint DAVID F. BOLENDER, DONALD R. VANLUVANEE and BARRY L. HARMON, and any of them, his true and lawful attorney and agent to do any and all acts and things and execute in his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Electro Scientific Industries, Inc. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of 300,000 shares of Common Stock of Electro Scientific Industries, Inc. for issuance pursuant to the 1989 Stock Option Plan, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Electro Scientific Industries, Inc. or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment (including post-effective amendments) or application for amendment thereof in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: September 22, 1995. Keith L. Thomson --------------------------------- Signature Keith L. Thomson --------------------------------- Type or Print Name -----END PRIVACY-ENHANCED MESSAGE-----