As filed with the Securities and Exchange Commission on March 7, 1997 Registration No. 333- ================================================================================ 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 -------- ---------- (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
========================================================================================================= 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 =========================================================================================================
(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 ------------------------------------- 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
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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)
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