-----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, IhYCQS1BMwIqyAy6HmX14EHrsDuoEkN0a/RtnUyK3F6Y/FwIZi+QB5/TTffNTtLc l6glBiWNSqqbXkLOP5VVgQ== 0001125282-02-002051.txt : 20020619 0001125282-02-002051.hdr.sgml : 20020619 20020619093942 ACCESSION NUMBER: 0001125282-02-002051 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020619 EFFECTIVENESS DATE: 20020619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIKON TECHNOLOGIES INC CENTRAL INDEX KEY: 0000868326 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 954054321 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-90746 FILM NUMBER: 02681899 BUSINESS ADDRESS: STREET 1: RINGLAND WAY STREET 2: 222 W ORANGE GROVE AVE CITY: NEWPORT GWENT STATE: X0 ZIP: NP18 2TA BUSINESS PHONE: 011-44-1-633-414-000 MAIL ADDRESS: STREET 1: 9255 DEERING AVENUE CITY: SACHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: PLASMA & MATERIALS TECHNOLOGIES INC DATE OF NAME CHANGE: 19950713 S-8 1 b319001_s8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 19, 2002 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRIKON TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter) Delaware 95-045321 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Ringland Way, Newport, Gwent NP18 2TA (Address of Principal Executive Offices, Including Zip Code) Trikon Technologies, Inc. 1998 Directors Stock Option Plan (Full title of the plan) ------------------------------ Nigel Wheeler, President and Chief Executive Officer Ringland Way Newport, Gwent NP18 2TA, United Kingdom (Name and address of agent for service) 44 (0) 1633 414 000 (Telephone number, including area code, of agent for service) Copies to: Stephen B. Selbst, Esq. McDermott, Will & Emery 50 Rockefeller Plaza New York, New York 10020 (212) 547-5400 CALCULATION OF REGISTRATION FEE
- ---------------------------- -------------------------- -------------------------- -------------------------- ---------------------- Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registered registered(1) offering price per share aggregate offering price registration fee - ---------------------------- -------------------------- -------------------------- -------------------------- ---------------------- Common Stock, $.001 par 13,850(2) $14.69(3) $203,465.50 $18.72 value per share - ---------------------------- -------------------------- -------------------------- -------------------------- ---------------------- Common Stock, $.001 par 86,150 $8.935(4) $769,750.025 $70.82 value per share - ---------------------------- -------------------------- -------------------------- -------------------------- ---------------------- Total 100,000 $89.54 - ---------------------------- -------------------------- -------------------------- -------------------------- ----------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), the number of shares being registered shall be adjusted to include such additional indeterminate number of shares as may be issuable pursuant to the anti-dilution provisions of the Trikon Technologies, Inc. 1998 Directors Stock Option Plan (the "Plan"). (2) Represents shares reserved for issuance pursuant to options previously granted under the Plan. (3) Calculated pursuant to Rule 457(h) under the Securities Act, based upon the exercise price of the applicable options. (4) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to rules 457(c) and 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the Common Stock on the Nasdaq National Market on June 14, 2002. ================================================================================ EXPLANATORY NOTE The 100,000 shares covered by this Registration Statement represent additional shares of the our common stock, no par value, that have been reserved for issuance from time to time under the Trikon Technologies, Inc. 1998 Stock Option Plan, as amended, as a result of amendments increasing the number of shares of common stock reserved for issuance thereunder to 150,000. PART II INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT Pursuant to the General Instruction E to Form S-8, the contents of the our Registration Statement on Form S-8 (File No. 333-73445), filed with the SEC on March 5, 1999 are incorporated by reference into this Registration Statement. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superceded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supercedes such statement in such document. Any statement so modified or superceded shall not be deemed, except as so modified or superceded, to constitute a part of this Registration Statement. Item 8. Exhibits. Pursuant to General Instruction E to Form S-8, only the following exhibits are required. 5 Opinion of McDermott, Will & Emery. 23.1 Consent of Ernst & Young 23.2 Consent of McDermott, Will & Emery (contained in Exhibit 5). 24 Power of Attorney (on signature page). 99 Trikon Technologies, Inc. 1991 Stock Option Plan, as amended. 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 Newport, Gwent, United Kingdom, on the 12th day of June, 2002. TRIKON TECHNOLOGIES, INC. By: /s/ Nigel Wheeler --------------------- Nigel Wheeler Chairman of the Board and Chief Executive Officer Power of Attorney We, the undersigned officers and directors of Trikon Technologies, Inc. do hereby constitute and appoint Nigel Wheeler and William Chappell, and each of them, our true and lawful attorneys-in-fact and agents, each 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 to this Registration Statement, and to file the same, with 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 or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, 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 by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/ Nigel Wheeler Chief Executive Officer, President and Chief June 12, 2002 - -------------------------------- Operating Officer and Director Nigel Wheeler (Principal Executive Officer) /s/ William Chappell Chief Financial Officer and Secretary June 12, 2002 - -------------------------------- (Principal Financial and Accounting William Chappell Officer) /s/ Christopher D. Dobson Chairman of the Board and Director June 12, 2002 - -------------------------------- Christopher D. Dobson /s/ Richard M Conn Director June 12, 2002 - -------------------------------- Richard M. Conn /s/ Stephen N. Wertheimer Director June 12, 2002 - -------------------------------- Stephen N. Wertheimer /s/ Robert R. Anderson Director June 12, 2002 - -------------------------------- Robert R. Anderson
EX-5 3 b319001_ex5.txt OPINION OF MCDERMOTT, WILL & EMERY Exhibit 5 Opinion of McDermott, Will & Emery June 12, 2002 Trikon Technologies, Inc. Ringland Way Newport, Gwent NP18 2TA United Kingdom Re: Trikon Technologies, Inc. Registration Statement on Form S-8 ------------------------------------------------------------ Ladies and Gentlemen: We have acted as your special counsel in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 100,000 shares of common stock, no par value (the "Shares"), of Trikon Technologies, Inc., a California corporation (the "Company"), issuable upon the exercise of options granted under the Trikon Technologies, Inc. 1998 Directors Stock Option Plan (the "Plan"). In arriving at the opinions expressed below we have examined the Registration Statement, the Plan, the resolutions of the Board of Directors and stockholders of the Company relating to the Plan and the amendments thereto, and such other documents as we have deemed necessary to enable us to express the opinions hereinafter set forth. We have also reviewed such questions of law as we considered necessary or appropriate for the purposes of such opinions. In addition, we have examined and relied, to the extent we deemed proper, on certificates of officers of the Company as to factual matters, on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and certificates of public officials and other persons as we have deemed appropriate. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to as copies, and the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. Members of our firm are admitted to the bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the General Corporation Law of the State of Delaware. Based upon and subject to the foregoing, we are of the opinion that, the Shares, when issued and paid for in accordance with the terms of the Plan and any related stock option agreements will be, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ McDermott, Will & Emery EX-23.1 4 b319001_ex23-1.txt CONSENT OF ERNST & YOUNG Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) of Trikon Technologies, Inc. pertaining to the Trikon Technologies, Inc.1998 Directors Stock Option Plan of our report dated February 1, 2002, with respect to the consolidated financial statements and schedule of Trikon Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ERNST & YOUNG LLP Bristol, England June 12, 2002 -----END PRIVACY-ENHANCED MESSAGE-----