-----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, N7ubpcCkds+OMhlat3a+WB847ysiuM9Bz34zJBpqG6svwDsoWFPqeFdsW4C67gUE AVuzelusrV4yZi7eDjafGw== 0001015402-02-003143.txt : 20020917 0001015402-02-003143.hdr.sgml : 20020917 20020917124149 ACCESSION NUMBER: 0001015402-02-003143 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020917 EFFECTIVENESS DATE: 20020917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENUS INC CENTRAL INDEX KEY: 0000837913 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942790804 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-99447 FILM NUMBER: 02765630 BUSINESS ADDRESS: STREET 1: 1139 KARLSTAD DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089-2117 BUSINESS PHONE: 4087477120 MAIL ADDRESS: STREET 1: 1139 KARLSTAD DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089-2117 S-8 POS 1 doc1.txt As filed with the Securities and Exchange Commission on September 13, 2002 Registration No. :333-99447 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- AMENDMENT NO. 1 TO 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) ---------------------- 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: MARK CASILLAS, ESQ. WILLIAM GRAVES, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304 (415) 493-9300
============================================================================================================================== CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM PROPOSED MAXIMUM OFFERING PRICE AGGREGATE OFFERING AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PER SHARE PRICE REGISTRATION FEE - ---------------------------------------- ------------------------ ------------------ ------------------- ----------------- Common Stock, no par value, to be issued under the 2000 Stock Plan 1,000,000 (1) $ 1.615 (2) $ 1,615,000 $ 148.58 - ---------------------------------------- ------------------------ ------------------ ------------------- ----------------- Common Stock, no par value, to be issued under the 1989 Employee Stock Purchase Plan 300,000 $ 1.373 (3) $ 411,900 $ 37.89 - ---------------------------------------- ------------------------ ------------------ ------------------- ----------------- TOTAL 1,300,000 $ 2,026,900 $ 186.47 ======================================== ======================== ================== =================== =================
(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 1,000,000 shares is added to the 2000 Stock Plan for future grants, and such 1,000,000 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 1,000,000 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 September 12, 2002 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 September 12, 2002 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. 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. 333-64072, 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, 2001, as filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on April 1, 2002. 2. The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002, as filed pursuant to Section 13 (a) of the Exchange Act on May 15, 2002. 3. The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, as filed pursuant to Section 13 (a) of the Exchange Act on August 14, 2002. 4. Proxy Statement filed as of April 30, 2002 in connection with the Annual Meeting of Shareholders held on June 19, 2002. 5. The Registrant's Current Report on Form 8-K filed as of August 20, 2002. 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 13th day of September, 2002. 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 Shum Mukherjee 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 - ------------------------ ------------------------------------- -------------- President, Chief Executive Officer /s/ William W.R. Elder and Chairman of the Board (Principal - ------------------------ Executive Officer) September 13, 2002 WILLIAM W. R. ELDER Chief Financial Officer and Vice /s/ Shum Mukherjee President of Finance (Principal - ------------------------ Financial and Accounting Officer) September 13, 2002 SHUM MUKHERJEE /s/ G. Frederick Forsyth Director September 13, 2002 - ------------------------ G. FREDERICK FORSYTH /s/ Todd S. Myhre Director September 13, 2002 - ------------------------ TODD S. MYHRE /s/ Mario M. Rosati Director September 13, 2002 - ------------------------ MARIO M. ROSATI /s/ George D. Wells Director September 13, 2002 - ------------------------ GEORGE D. WELLS /s/ Robert J. Richardson Director September 13, 2002 - ------------------------ ROBERT J. RICHARDSON -4- EX-5.1 3 doc2.txt EXHIBIT 5.1 ----------- September 13, 2002 Genus, Inc. 1139 Karlstad Drive Sunnyvale, CA 94086 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8/A (the "Registration Statement") to be filed by Genus, Inc., a California corporation (the "Registrant" or "you"), with the Securities and Exchange Commission on or about September 13, 2002, in connection with the registration under the Securities Act of 1933, as amended, of shares of your Common Stock, no par value (the "Shares"), reserved for issuance pursuant to the 2000 Stock Plan and the 1989 Employee Stock Purchase Plan, as amended (the "Plans"). As your legal counsel in connection with this transaction, we have reviewed the proceedings taken by you in connection with the issuance and sale of the Shares pursuant to the Plans. It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements that accompany each grant under the Plans, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any subsequent amendment thereto. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Wilson Sonsini Goodrich & Rosati EX-23.1 4 doc3.txt EXHIBIT 23.1 ------------ CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8/A of our report February 11, 2002, except as to the fourth paragraph of Note 6 which is as of March 27, 2002, which appears in Genus, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001. We also consent to the incorporation by reference of our report dated February 11, 2002 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP San Jose, California September 13, 2002 -----END PRIVACY-ENHANCED MESSAGE-----