-----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, RGOsv+Y7sc5O/L5COuyA4fnInrOaNRFakWAr6GId46y5t/HwgCQMjqjvTlaAqd4k RBaJlzVD7vaJQqDNvse2cA== 0000950147-00-000368.txt : 20000309 0000950147-00-000368.hdr.sgml : 20000309 ACCESSION NUMBER: 0000950147-00-000368 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000308 EFFECTIVENESS DATE: 20000308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERPROBE CORP CENTRAL INDEX KEY: 0000725259 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 860312814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-31954 FILM NUMBER: 563408 BUSINESS ADDRESS: STREET 1: 1150 NORTH FIESTA BLVD CITY: GILBERT STATE: AZ ZIP: 85233-2237 BUSINESS PHONE: 6029677885 MAIL ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 S-8 1 FORM S-8 FOR CERPROBE CORPORATION As filed with the Securities and Exchange Commission on March 8, 2000 Registration No. 333-__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- CERPROBE CORPORATION (Exact name of Registrant as specified in its charter) Delaware 86-0312814 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1150 North Fiesta Boulevard, Gilbert, Arizona 85233-2237 (Address of Principal Executive Offices) (Zip Code) CERPROBE CORPORATION 1999 STOCK OPTION PLAN (Full Title of the Plan) C. Zane Close Chairman of the Board, President and Chief Executive Officer Cerprobe Corporation 1150 North Fiesta Boulevard Gilbert, Arizona 85233-2237 (Name and address of agent for service) (480) 333-1500 (Telephone number, including area code, of agent for service) This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will begin as soon as reasonably practicable after such effective date. CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) Per Share(2) Per Share(2) Fee - -------------------------------------------------------------------------------- Common Stock, $0.05 par value 1,000,000 $14.75 $14,750,000 $3,014 ================================================================================ (1) This Registration Statement also will cover any additional shares of common stock that become issuable under the 1999 Stock Option Plan by reason of any stock dividend, stock split, recapitalization, or any other similar transaction without receipt of consideration that results in an increase in the number of outstanding shares of common stock of Cerprobe Corporation. (2) Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933 (the "Securities Act"), on the basis of the average of the high and low prices for shares of common stock on March 6, 2000. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I, Items 1 and 2, will be delivered to plan participants in accordance with Form S-8 and Rule 428 of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been filed by Cerprobe Corporation (the "Registrant") with the Securities and Exchange Commission and are hereby incorporated by reference into this Registration Statement. 1. Annual Report on Form 10-K for the fiscal year ended December 31, 1998; 2. Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 1999; 3. Quarterly Report On Form 10-Q for the fiscal quarter ending June 30, 1999: 4. Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 1999; 5. The description of the Registrant's Common Stock contained in the Registrant's Form 8-A/A, dated March 25, 1997, filed as of March 27, 1997 pursuant to Section 12(g) of the Securities Exchange Act of 1934. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement that indicates 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 such documents. 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 subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such 2 statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Certificate of Incorporation (the "Certificate") provides for indemnification of directors and officers of the Registrant to the fullest extent permitted by Delaware law. Under Article VI of the Registrant's Certificate, the Registrant must indemnify and advance expenses, to the fullest extent permitted by the Delaware General Corporation Law, to each person who is or was a director, officer, employee, or agent of the Registrant, or who serves or served any other enterprise or organization at the request of the Registrant (an "Indemnitee"). An Indemnitee may be indemnified under Delaware Law against expenses (including attorneys' fees) actually and reasonably incurred in the defense or settlement of a suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Registrant, except that no indemnification may be made if the Indemnitee is adjudged to be liable to the Registrant, unless a court determines that such Indemnitee is entitled to indemnification for such expenses which the Court deems proper. Also under Delaware Law, expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the Registrant in advance of the final disposition of the suit, action or proceeding upon receipt of an undertaking by or on behalf of the officer or director to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Registrant. The Registrant may also advance expenses incurred by other employees and agents of the Registrant upon such terms and conditions, if any, that the board of directors of the Registrant deems appropriate. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 3 ITEM 8. EXHIBITS. Exhibit No. Description ----------- ----------- 4(a) Specimen Stock Certificate filed as Exhibit 4(c) to the Registrant's Form S-18 Registration Statement (No. 2-85679) and incorporated herein by reference. 5 Opinion of Snell & Wilmer L.L.P. regarding the legality of the Plan Shares. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. 4 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 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 Town of Gilbert, State of Arizona, on this 8th day of March, 2000. CERPROBE CORPORATION By: /s/ C. Zane Close ------------------------------------- By: C. Zane Close Its: President and Chief Executive Officer 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 date indicated. Each person whose signature appears below hereby authorizes C. Zane Close and Randal L. Buness, and each of them, as attorneys-in-fact, to sign his or her name on his or her behalf, individually and in each capacity designated below, and to sign and to file any additional amendments, including post-effective amendments to this Registration Statement. SIGNATURE TITLE DATE --------- ----- ---- /s/ Ross J. Mangano Chairman of the Board of Directors March 8, 2000 - ------------------------- Ross J. Mangano /s/ C. Zane Close President, Chief Executive Officer March 8, 2000 - ------------------------- and Director (Principal Executive C. Zane Close Officer) /s/ Randal. L. Buness Vice President, Chief Financial March 8, 2000 - ------------------------- Officer, Secretary, and Treasurer Randal L. Buness (Principal Financial and Accounting Officer /s/ Kenneth W. Miller Director March 8, 2000 - ------------------------- Kenneth W. Miller /s/ Donald F. Walter Director March 8, 2000 - ------------------------- Donald F. Walter /s/ William A. Fresh Director March 8, 2000 - ------------------------- William A. Fresh 7 EX-5 2 OPINION OF SNELL & WILMER L.L.P. RE: LEGALITY March 8, 2000 Cerprobe Corporation 1150 North Fiesta Boulevard Gilbert, Arizona 85233-2237 Ladies and Gentlemen: Reference is made to your proposed offering pursuant to the Cerprobe Corporation 1999 Stock Option Plan (the "Plan") of up to 1,000,000 shares of the Registrant's Common Stock, $.05 par value (the "Plan Shares"), as contemplated in the Registration Statement on Form S-8 and the Exhibits thereto to be filed by the Registrant with the Securities and Exchange Commission (the "SEC"), under the Securities Act of 1933, as amended, on March 8, 2000 (the "Registration Statement"). It is our opinion that the Plan Shares, when issued and sold in accordance with the terms of the Plan, will be legally issued, fully paid, and non-assessable. In rendering this opinion, we have reviewed and relied upon such documents and records of the Registrant as we have deemed necessary and have assumed the following: (i) the genuineness of all signatures and the authenticity of documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies; (ii) the accuracy, completeness, and genuineness of all representations and certifications with respect to factual matters, made to us by officers of the Registrant and public officials; and (iii) the accuracy and completeness of Registrant's records. The opinions expressed herein are limited solely to the laws of the State of Delaware. We express no opinion on the laws of any other jurisdiction or the applicability or effect of any such laws or principles. The opinions expressed herein are based upon the law and other matters in effect on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision, or otherwise, or should any facts or other matters upon which we have relied be changed. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, SNELL & WILMER L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----