-----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, DEnY+4n5CCJ81dE3FY2K6Npkgs9GnVLUGXKuy4nacMNe2aaFILGCw29N2E8TiqD1 rpnHCIS+hXU7+f8KwMnOgg== 0000912057-97-005227.txt : 19970222 0000912057-97-005227.hdr.sgml : 19970222 ACCESSION NUMBER: 0000912057-97-005227 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-20495 FILED AS OF DATE: 19970214 EFFECTIVENESS DATE: 19970214 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED MEASUREMENT SYSTEMS INC /OR/ CENTRAL INDEX KEY: 0000945441 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 930840631 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-21781 FILM NUMBER: 97532606 BUSINESS ADDRESS: STREET 1: 9525 SW GEMINI DR CITY: BEAVERTON STATE: OR ZIP: 97008 BUSINESS PHONE: 5036267117 MAIL ADDRESS: STREET 1: 9525 SW GEMINI DR CITY: BEAVERTON STATE: OR ZIP: 97008 S-1MEF 1 S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 1997 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ INTEGRATED MEASUREMENT SYSTEMS, INC. (Exact name of registrant as specified in charter) OREGON 3825 93-0840631 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number)
9525 S.W. GEMINI DRIVE, BEAVERTON, OREGON 97008 (503) 626-7117 (Address, including zip code and telephone number, including area code, of registrant's principal executive offices) KEITH L. BARNES PRESIDENT AND CHIEF EXECUTIVE OFFICER INTEGRATED MEASUREMENT SYSTEMS, INC. 9525 S.W. GEMINI DRIVE, BEAVERTON, OREGON 97008 (503) 626-7117 (Name, address, including zip code and telephone number, including area code, of agent for service) -------------------------- WITH COPIES TO: WILLIAM C. CAMPBELL, Esq. MARK A. BERTELSEN, Esq. STEPHEN M. GOING, Esq. RICHARD J. HART, Esq. Ater Wynne Hewitt Dodson & Skerritt, LLP BETSEY SUE, Esq. 222 S.W. Columbia, Suite 1800 Wilson Sonsini Goodrich & Rosati Portland, Oregon 97201 Professional Corporation (503) 226-1191 650 Page Mill Road Palo Alto, California 94304 (415) 493-9300
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE. -------------------------- If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / X / 333-20495 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: / / -------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING PRICE AMOUNT OF SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (3) (1)(3) REGISTRATION FEE (2) Common Stock, $.01 par value.......... 172,500 shares $21.25 $3,665,625 $1,111
(1) Includes 22,500 shares subject to the Underwriters' over-allotment option. (2) 1,725,000 shares were registered under Securities Act Registration Statement No. 333-20495, whereby a filing fee of $10,455 was previously paid with such earlier registration statement. (3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based on the average of the high and low prices reported on the Nasdaq National Market on February 13, 1997. -------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), by Integrated Measurement Systems, Inc. (the "Company"). In accordance with Rule 429 under the Securities Act, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-1 (Registration No. 333-20495) which was declared effective by the Commission on February 13, 1997 relating to the offering of up to 1,500,000 shares of Common Stock of the Company plus up to 225,000 shares that may be sold pursuant to the Underwriters' over-allotment option. CERTIFICATION The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account at Mellon Bank as soon as practicable (but no later than the close of business on February 14, 1997), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during the bank's regular business hours no later than February 14, 1997. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beaverton, State of Oregon, on the 13th day of February, 1997. INTEGRATED MEASUREMENT SYSTEMS, INC. By: /s/ KEITH L. BARNES --------------------------------------- Keith L. Barnes PRESIDENT AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed by the following persons in the capacities indicated on February 13, 1997.
SIGNATURE TITLE - ------------------------------------------------ --------------------------------------- /s/ KEITH L. BARNES -------------------------------------- President, Chief Executive Officer and Keith L. Barnes Director (Principal Executive Officer) /s/ SAR RAMADAN -------------------------------------- Chief Financial Officer (Principal Sar Ramadan Financial and Accounting Officer) * -------------------------------------- Chairman of the Board H. Raymond Bingham * -------------------------------------- Director C. Scott Gibson * -------------------------------------- Director James M. Hurd * -------------------------------------- Director James E. Solomon
* By: /s/ KEITH L. BARNES ----------------------- Keith L. Barnes Attorney-in-Fact 3 EXHIBIT INDEX
EXHIBIT DESCRIPTION - ----------- -------------------------------------------------------------------------------------------- 5.1 Opinion of Ater Wynne Hewitt Dodson & Skerritt as to the legality of the securities being registered.................................................................................. 23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt (included in legal opinion filed as Exhibit 5.1)........................................................................................ 23.2 Consent of Arthur Andersen LLP.............................................................. *24.1 Powers of Attorney .........................................................................
* Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-20495) filed by Integrated Measurement Systems, Inc. on January 27, 1997. EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 ATER WYNNE HEWITT DODSON & SKERRITT, LLP 222 S.W. Columbia, Suite 1800 Portland, Oregon 97201 (503) 226-1191 (Phone) (503) 226-0079 (Fax) January 24, 1997 Board of Directors Integrated Measurement Systems, Inc. 9525 S.W. Gemini Drive Beaverton, OR 97008 We have examined the Registration Statement on Form S-1 (Registration No. 333-20495) filed with the Securities and Exchange Commission (the "Commission") and declared effective on February 13, 1997 (the "Initial Registration Statement") and the Registration Statement on Form S-1 to be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by you with the Commission on February 14, 1997 (as such may be further amended or supplemented, collectively with the Initial Registration Statement, the "Registration Statements"), in connection with the registration under the Securities Act of 1933, as amended, of up to an aggregate of 1,897,500 shares (including an over-allotment option granted to the Underwriters to purchase 247,500 shares) of your Common Stock, par value $.01 per share (the "Shares") to be sold pursuant to the terms of an underwriting agreement (the "Underwriting Agreement") to be entered into by and among the Company, a shareholder of the Company, and Morgan Stanley & Co. Incorporated, Cowen & Company and SoundView Financial Group, Inc., as representatives of the several underwriters. We have examined such corporate records, certificates of public officials and officers of the Company and other documents as we have considered necessary or proper for the purpose of this opinion. Based on the foregoing and having regard to legal issues which we deem relevant, it is our opinion that the Shares to be sold pursuant to the Underwriting Agreement, when such Shares have been delivered against payment therefor as contemplated by the Underwriting Agreement, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the above-mentioned Registration Statements and to the reference to this firm under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statements. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required to be filed pursuant to Section 7 of the Securities Act of 1933, as amended, or the rules thereunder. This opinion has been prepared solely for your use in connection with the Registration Statement and should not be quoted in whole or in part or otherwise be referred to, nor be relied upon by, nor be filed with or furnished to any governmental agency or other person or entity, except as otherwise provided in this paragraph, without the prior written consent of this firm. Very truly yours, /s/ Ater Wynne Hewitt Dodson & Skerritt, LLP ATER WYNNE HEWITT DODSON & SKERRITT, LLP EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports and to all references to our firm included in or made a part of the Registration Statement on Form S-1 (No. 333-20495) and related Prospectus of Integrated Measurement Systems, Inc. all of which are incorporated by reference in this Registration Statement on Form S-1 of Integrated Measurement Systems, Inc. ARTHUR ANDERSEN LLP Portland, Oregon February 12, 1997 -----END PRIVACY-ENHANCED MESSAGE-----