As filed with the Securities and Exchange Commission on March 7, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KLA INSTRUMENTS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2564110
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(State of incorporation) (I.R.S. Employer Identification No.)
160 Rio Robles
San Jose, CA 95134
(Address, including zip code, of principal executive offices)
1982 STOCK OPTION PLAN
(Full Title of the Plan)
Lisa C. Berry
Vice President, General Counsel
KLA INSTRUMENTS CORPORATION
160 Rio Robles
San Jose, CA 95134
(Name and address of agent for service)
(408) 468-4200
(Telephone number, including area code, of agent for service)
Copy to:
JUDITH M. O'BRIEN, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share(1) Price(1) Registration
- ---------------------------------------------------------------------------------------------------------
Common Stock, $.001 par 1,600,000 $ 40.125 $ 64,200,000 $ 19,454.55
value, to be issued
upon exercise of
options granted under
the Amended 1982 Stock
Option Plan
Total 1,600,000 $ 40.125 $ 64,200,000 $ 19,454.55
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(1) The Proposed Maximum Offering Price Per Share was estimated in accordance
with Rule 457(c) under the Securities Act solely for the purpose of
calculating the registration fee, based on the average of the high and low
price of the Registrant's stock as reported in the Nasdaq National Market on
March 6, 1997.
THE SECURITIES AUTHORITY OF THE STATE OF ISRAEL HAS EXEMPTED KLA INSTRUMENTS
CORPORATION AND KLA INSTRUMENTS CORPORATION (ISRAEL) FROM THE REQUIREMENTS
UNDER ISRAELI LAW TO OBTAIN A PERMIT WITH REGARD TO THIS FORM S-8. NOTHING IN
THE EXEMPTION GRANTED SHALL BE CONSTRUED AS AUTHENTICATING THE MATTER CONTAINED
IN THIS FORM S-8 OR AS AN APPROVAL OF THEIR RELIABILITY OR ACCURACY OR AN
EXPRESSION OF AN OPINION AS TO THE QUALITY OF THE SECURITIES OFFERED HEREBY.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Registrant's Registration Statement on Form S-8
(File No. 333-03003) filed with the Securities and Exchange Commission on April
30, 1996 is incorporated by reference in this Registration Statement.
ITEM 8. EXHIBITS.
See Exhibit Index.
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 San Jose, State of California, on March 7,
1997.
KLA INSTRUMENTS CORPORATION
By: /s/Kenneth Levy
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Kenneth Levy
Chairman and
Chief Executive Officer
II-2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth Levy and Lisa C. Berry, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of
the undersigned any amendment or amendments to this Registration Statement on
Form S-8 and to perform any acts necessary in order to file such amendments,
and each of the undersigned does hereby ratify and confirm all that said
attorneys and agents, or their or his or her substitutes, shall 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/ Kenneth Levy
- -------------------------------- Chief Executive Officer, Director and March 7, 1997
Kenneth Levy Chairman of the Board
(Principal Executive Officer)
/s/ Kenneth L. Schroeder
- -------------------------------- President, Chief Operating Officer and March 7, 1997
Kenneth L. Schroeder Director
/s/ Robert J. Boehlke
- -------------------------------- Vice President, Administration and Finance March 7, 1997
Robert J. Boehlke Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Edward W. Barnholt
- -------------------------------- Director March 7, 1997
Edward W. Barnholt
/s/ Leo J. Chamberlain
- -------------------------------- Director March 7, 1997
Leo J. Chamberlain
/s/ Yoshio Nishi
- -------------------------------- Director March 7, 1997
Yoshio Nishi
/s/ Samuel Rubinovitz
- -------------------------------- Director March 7, 1997
Samuel Rubinovitz
/s/ Dag Tellefsen
- -------------------------------- Director March 7, 1997
Dag Tellefsen
II-3
Exhibit
Number Description
- ------ -----------
4.1 Certificate of Incorporation, as amended, of the Registrant is
incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-3, dated February 2, 1994
(Commission File No. 0-9992)
4.2 Bylaws of the Registrant, as amended, of the Registrant is
incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-3, dated February 2, 1994
(Commission File No. 0-9992)
4.3 Amended and Restated Rights Agreement dated as of August 30, 1995
between the Registrant and The First National Bank of Boston, as
Rights Agent, is incorporated by reference to the Registrant's
report on Form 8-A/A Amendment No. 1 to the Registration Statement
on Form 8-A (filed September 24, 1996, Commission File No. 0-9992)
5.1 Opinion re legality
10.74 Restated 1982 Stock Option Plan, as amended on November 18, 1996
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Independent Accountants
24.1 Power of Attorney (see Page II-3)
II-4