As filed with the Securities and Exchange Commission on February 3, 2023

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

KLA CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		04-2564110
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One Technology Drive, Milpitas, California		95035
(Address of Principal Executive Offices)		(Zip Code)

Amended and Restated 1997 Employee Stock Purchase Plan (“ESPP”)

(Full title of the plan)

Mary Beth Wilkinson

Executive Vice President, Chief Legal Officer and Corporate Secretary

KLA Corporation

One Technology Drive, Milpitas, California 95035

(Name and address of agent for service)

(408) 875-3000

(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer		☒		Accelerated Filer		☐
Non-accelerated filer		☐    (Do not check if a smaller reporting company)		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

Explanatory Note

This Registration Statement on Form S-8 is being filed by KLA Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 419,897 shares of the Registrant’s common stock, par value $0.001 per share, for issuance pursuant to the Registrant’s Amended and Restated 1997 Employee Stock Purchase Plan. In accordance with General Instruction E to Form S-8, the contents of Registration Statement No. 333-22939 filed with Commission on March 7, 1997 are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:

 

(1)

The Registrant’s Annual Report on Form 10-K filed with the Commission on August 5, 2022, pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

(2)

The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 22, 2022;

 

(3)

Our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2022 and December 31, 2022, respectively;

 

(4)

Our Current Reports on Form 8-K filed with the SEC on August 5, 2022 and November 4, 2022.

 

(5)

All other reports filed by the Registrant with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above; and

 

(6)

The description of the Registrant’s Common Stock as set forth in the Registration Statement filed by the Registrant on Form 8-A on March 29, 1989 (File No. 000-09992) pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and any amendments or reports thereto filed with the SEC for the purpose of updating such description, including Amendment No. 1 to Form 8-A filed September 25, 1995 and Amendment No. 2 to Form 8-A filed September 24, 1996.

All documents filed by the Registrant 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 to this Registration Statement that indicate that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

 

Incorporated by Reference

Exhibit Number

Description

Form

Exhibit

File No.

Filing Date

Filed Herewith

5.1

Opinion of Jeffrey S. Cannon, Esq.

X

23.1

Consent of independent registered public accounting firm

X

23.2

Consent of Jeffrey S. Cannon, Esq. (included in Exhibit 5.1)

24.1

Power of Attorney (included on signature page)

99.1

Amended and Restated 1997 Employee Stock Purchase Plan

S-8

99.1

333-219734

August 4, 2017

107.1

Filing Fee Table

X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Milpitas, State of California, on the 3^rd day of February, 2023.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of KLA Corporation, a Delaware corporation, do hereby constitute and appoint Bren Higgins and Mary Beth Wilkinson or any one of them, the lawful attorney-in-fact and agent, each with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Richard Wallace		President, Chief Executive Officer and Director (principal executive officer)		February 3, 2023
RICHARD WALLACE
/s/ Bren Higgins		Executive Vice President and Chief Financial Officer (principal financial officer)		February 3, 2023
BREN HIGGINS
/s/ Virendra Kirloskar		Senior Vice President and Chief Accounting Officer (principal accounting officer)		February 3, 2023
VIRENDRA KIRLOSKAR
/s/ Robert Calderoni		Chairman of the Board		February 3, 2023
ROBERT CALDERONI
/s/ Jeneanne Hanley		Director		February 3, 2023
JENEANNE HANLEY
/s/ Emiko Higashi		Director		February 3, 2023
EMIKO HIGASHI
/s/ Kevin Kennedy		Director		February 3, 2023
KEVIN KENNEDY
/s/ Gary Moore		Director		February 3, 2023
GARY MOORE
/s/ Marie Myers		Director		February 3, 2023
MARIE MYERS
/s/ Kiran Patel		Director		February 3, 2023
KIRAN PATEL
/s/ Victor Peng		Director		February 3, 2023
VICTOR PENG
/s/ Robert Rango		Director		February 3, 2023
ROBERT RANGO

EXHIBIT INDEX

 

Incorporated by Reference

Exhibit Number

Description

Form

Exhibit

File No.

Filing Date

Filed Herewith

5.1

Opinion of Jeffrey S. Cannon, Esq.

X

23.1

Consent of Independent Registered Public Accounting Firm

X

23.2

Consent of Jeffrey S. Cannon, Esq. (included in Exhibit 5.1)

24.1

Power of Attorney (included on signature page)

99.1

Amended and Restated 1997 Employee Stock Purchase Plan

S-8

99.1

333-219734

August 4, 2017

107.1

Filing Fee Table

X