S-8 1 doc1.txt As filed with the Securities and Exchange Commission on June 28, 2001 Registration No. :_____________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Genus, Inc. (Exact name of registrant as specified in its charter) California 94-2790804 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification number) 1139 Karlstad Drive Sunnyvale, CA 94086 (Address of principal executive offices, Zip code) 2000 STOCK PLAN 1989 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan(s)) William W. R. Elder President and Chief Executive Officer Genus, Inc. 1139 Karlstad Drive Sunnyvale, CA 94086 (408) 747-7120 (Name, address and telephone number, including area code, of agent for service) COPY TO: Mario M Rosati, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (415) 493-9300
CALCULATION OF REGISTRATION FEE Title of Securities . . . . . . Proposed Maximum Proposed Maximum To be Registered. . . . . . . . Amount to be Offering Price Aggregate Offering Amount of Registered Per Share Price Registration Fee --------------------------------------------------------------------------------------------------------- Common Stock, no par value, to be issued under the 2000 Stock Plan. . . . . . . . . . . 700,000 (1) $ 4.265 (2) $ 2,985,500 $ 746.38 Common Stock, no par value, to be issued under the 1989 Employee Stock Purchase Plan. . . . . . . . . . . . . . 300,000 $ 3.62525 (3) $ 1,087,575 $ 271.89 --------------------------------------------------------------------------------------------------------- TOTAL . . . . . . . . . . . 1,000,000 $ 4,073,075 $ 1,018.27 ---------------------------------------------------------------------------------------------------------
(1) The 2000 Stock Plan replaced the 1991 Stock Plan. The unissued shares under the 1991 Stock Plan are no longer issuable under the 1991 Stock Plan, and are now issuable under the 2000 Stock Plan; an increase of 700,000 shares is added to the 2000 Stock Plan for future grants, and such 700,000 additional shares are covered by this Registration Statement. (2) The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act of 1933 as to the 700,000 shares of Common Stock authorized for issuance pursuant to the 2000 Stock Plan, solely for the purpose of calculating the registration fee. No options have been granted with respect to such shares. The computation is based upon the average of the high and low price of the Common Stock as reported on the Nasdaq National Market on June 25, 2001 because the price at which the options to be granted in the future may be exercised is not currently determinable. (3) The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. The computation is based upon 85% (see explanation in following sentence) of the average of the high and low price of the Common Stock as reported on the Nasdaq National Market on June 25, 2001 because the price at which the options to be granted in the future may be exercised is not currently determinable. Pursuant to the Employee Stock Purchase Plan, which plan is incorporated by reference herein, the Purchase Price of a share of Common Stock shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or the Exercise Date, whichever is lower. 1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. ---------------------------------------- STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES. Pursuant to General Instruction E of Form S-8, there are hereby incorporated by reference into this Registration Statement the Registration Statements on Form S-8 previously filed by the Registrant with the Securities and Exchange Commission ("SEC"), SEC File Nos. 333-29999, 333-70815, 333-84837 and 333-40332, filed in connection with the 1991 Incentive Stock Option Plan, the 1989 Employee Stock Purchase Plan, and the 2000 Stock Plan. This Registration Statement registers additional shares of the Registrant's Common Stock to be issued pursuant to the 2000 Stock Plan and the 1989 Employee Stock Purchase Plan, and the following subsequent periodic reports and information contained therein are hereby incorporated by reference into this Registration Statement: 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, as filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on April 2, 2001. 2. The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2001, as filed pursuant to Section 13 (a) of the Exchange Act on May 15, 2001. 3. Proxy Statement filed as of April 30, 2001 in connection with the Annual Meeting of Shareholders held on May 24, 2001. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. 2 ITEM 8. EXHIBITS. -------- NUMBER DOCUMENT -------------------------------------------------------------------------------- 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, with respect to the legality of the securities being registered. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 23.2 Consent of counsel (contained in Exhibit 5.1). 24.1 Power of Attorney (see page 4). [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 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 Sunnyvale, State of California, on this 28th day of June, 2001. GENUS, INC. By: /S/ WILLIAM W. R. ELDER ------------------------ WILLIAM W. R. ELDER President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth Schwanda and William W. R. Elder, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signatures Title Date -------------------------------------------------------------------------------- /S/ WILLIAM W. R. ELDER ------------------------ WILLIAM W. R. ELDER President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) June 28, 2001 /S/KENNETH SCHWANDA ------------------------ KENNETH SCHWANDA Chief Financial Officer and Vice President of Finance (Principal Financial and Accounting Officer) June 28, 2001 /S/ G. FREDERICK FORSYTH ------------------------ G. FREDERICK FORSYTH Director June 28, 2001 /S/ TODD S. MYHRE ------------------------ TODD S. MYHRE Director June 28, 2001 /S/ MARIO M. ROSATI ------------------------ MARIO M. ROSATI Director June 28, 2001 /S/ GEORGE D. WELLS ------------------------ GEORGE D. WELLS Director June 28, 2001 /S/ ROBERT J. RICHARDSON ------------------------ ROBERT J. RICHARDSON Director June 28, 2001 4