-----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, BoWkG/4OPGyYCXNAINutGzbqQ/Oz8nrRiaO+GKTP4pgqEW65HfUmKXmj0EErCu94 ZTi2SnQ1JkrxXdAby4HmMA== 0000950147-96-000659.txt : 19961223 0000950147-96-000659.hdr.sgml : 19961223 ACCESSION NUMBER: 0000950147-96-000659 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961220 SROS: NASD 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-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-15785 FILM NUMBER: 96683739 BUSINESS ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6029677885 MAIL ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 S-4/A 1 FORM S-4/A As filed with the Securities and Exchange Commission on December 20, 1996 Registration No. 333-15785 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- CERPROBE CORPORATION (Exact name of registrant as specified in its Charter) DELAWARE 3670 86-0312814 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation) Classification Code Number) Identification Number) --------------- 600 South Rockford Drive Tempe, Arizona 85281 (602) 967-7885 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------- C. Zane Close Cerprobe Corporation 600 South Rockford Drive Tempe, Arizona 85281 (602) 967-7885 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------- Copies to: Richard B. Stagg, Esq. Kathleen R. McLaurin, Esq. O'Connor, Cavanagh, Anderson, Jones Day Reavis & Pogue Killingsworth & Beshears, P.A. 2300 Trammel Crow Center One East Camelback, Suite 1100 2001 Ross Avenue Phoenix, Arizona 85012 Dallas, Texas 75201 ---------------- Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the Registration Statement becomes effective. If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] 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. EXPLANATORY NOTE Cerprobe Corporation has prepared this Amendment No. 3 for the purpose of filing with the Securities and Exchange Commission Exhibit 8 to the Registration Statement. Amendment No. 3 does not modify any provision of the Prospectus included in the Registration Statement; accordingly, such Prospectus has not been included herein. 1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers The Registrant's Certificate of Incorporation 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 of Incorporation (the "Certificate"), the Registrant shall 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 or employee of the Registrant, or who serves or served any other enterprise or organization at the request of the Registrant (an "Indemnitee"). An Indemnitee also may be indemnified under Delaware law against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement 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 interests of the Registrant, and, with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful. An Indemnitee also may be indemnified under Delaware law against expenses (including attorney's fees) actually and reasonably incurred in the defense or settlement of a suit by or in the right of the Registrant 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 interests 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 21. Exhibits and Financial Statement Schedules (a) Exhibits Exhibit No. Description of Exhibit - ----------- ---------------------- 2(a) Agreement of Merger and Plan of Reorganization dated February 21, 1995, as amended by that certain Amendment of Agreement of Merger and Plan of Reorganization dated March 31, 1995, by and among Fresh Test Acquisition, Inc., the Registrant, Fresh Technology Corporation, and William A. Fresh, Robert K. Bench, Harold D. Higgins, WAF Investment Company and Orem Tek Development Corp. filed as Exhibit 2 to the Registrant's Current Report on Form 8-K filed with the Commission on or about April 4, 1995 and incorporated herein by reference. 3(a) Certificate of Incorporation of the Registrant dated March 14, 1987, as filed with the Secretary of State of Delaware and filed as Exhibit 4(a) to the Registrant's Form 10-Q for the period ended June 30, 1987 and incorporated herein by reference. 2 3(b) Bylaws of the Registrant dated March 14, 1987, filed as Exhibit 4(b) to the Registrant's Form 10-Q for the period ended June 30, 1987 and incorporated herein by reference. 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. 4(b) Specimen Convertible Subordinated Debenture filed as Exhibit 4(b) to the Registrant's Form 10-K for the year ended December 31, 1990 and incorporated herein by reference. 4(c) Specimen Series A Preferred Stock Certificate filed as Exhibit 4(c) to the Registrant's Form 10- KSB for the year ended December 31, 1995 and incorporated herein by reference. 4(d) Certificate of Designations of Series A Preferred Stock dated January 11, 1996, as filed with the Secretary of State of Delaware filed as Exhibit 4(d) to the Registrant's Form 10-KSB for the year ended December 31, 1995 and incorporated herein by reference. 5 Opinion of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, P.A.** 8 Opinion of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, P.A. 10(a) Non-Qualified Stock Option Plan adopted by the Registrant's Board of Directors on June 25, 1983, as amended, and Form of Qualified Stock Option Agreement filed as Exhibits 4(a) and 4(c) to the Registrant's Form S-8 Registration Statement (No. 33-65200) and incorporated herein by reference. 10(b) Incentive Stock Option Plan adopted by the Registrant's Board of Directors on April 3, 1989, filed as Exhibit 10(k) to the Registrant's Form 10-K for the year ended December 31, 1989 and incorporated herein by reference and Form of Incentive Stock Option Agreement filed as Exhibit 4(d) to the Registrant's Form S-8 Registration Statement (No. 33-65200) and incorporated herein by reference. 10(c) Lease Agreement between the Registrant and Jerome A. Reynolds dated July 4, 1991 filed as Exhibit 10(b) to the Registrant's Form 10-K for the year ended December 31, 1991 and incorporated herein by reference. 10(d) Lease Agreement between the Registrant and Kou-ping Cheng dated June 11, 1993 filed as Exhibit 10(u) to the Registrant's Form 10-KSB for the year ended December 31, 1993 and incorporated herein by reference. 10(e) Lease Agreement between the Registrant and NPF Management, Inc. dated March 15, 1993 filed as Exhibit 10(p) to the Registrant's Form 10-K for the year ended December 31, 1992 and incorporated herein by reference. 10(f) Lease Modification between the Registrant and PDJ Corporation dated February 10, 1994 to Lease Agreement between the Registrant and NPF Management, Inc. dated March 15, 1993 filed as Exhibit 10(v) to the Registrant's Form 10-KSB for the year ended December 31, 1993 and incorporated herein by reference. 10(g) Lease Agreement between the Registrant and John J. Hollowell dated October 30, 1990 filed as Exhibit 10(m) to the Registrant's Form 10-K for the year ended December 31, 1990 and incorporated herein by reference. 3 10(h) Office Lease Agreement between the Registrant and Robert B. Hopgood, Jr. dated November 13, 1990 filed as Exhibit 10(n) to the Registrant's Form 10-K for the year ended December 31, 1990 and incorporated herein by reference. 10(i) Addendum dated March 1, 1992 between the Registrant and Robert B. Hopgood, Jr. to Office Lease Agreement between the Registrant and Robert B. Hopgood, Jr. dated November 13, 1990 filed as Exhibit 10(j) to the Registrant's Form 10-K for the year ended December 31, 1991 and incorporated herein by reference. 10(j) Second Addendum dated January 1, 1994 between the Registrant and Robert B. Hopgood, Jr. to Office Lease Agreement between the Registrant and Robert B. Hopgood, Jr. dated November 13, 1990 filed as Exhibit 10(j) to the Registrant's Form 10-K for the year ended December 31, 1991 and incorporated herein by reference. 10(k) Lease Agreement between the Registrant and Renner Plaza Properties dated September 8, 1993 filed as Exhibit 10(w) to the Registrant's Form 10-KSB for the year ended December 31, 1993 and incorporated herein by reference. 10(l) Lease Agreement between the Registrant and Aetna Life Insurance Company dated December 30, 1994 filed as Exhibit 10(l) to the Registrant's Form 10-KSB for the year ended December 31, 1994 and incorporated herein by reference. 10(m) Lease between Scottish Enterprise and Cerprobe Europe Limited dated November 4, 1994 filed as Exhibit 10(m) to the Registrant's Form 10-KSB for the year ended December 31, 1994 and incorporated herein by reference. 10(n) Rental Agreement between the Registrant and Gentra Capital Corporation dated as of July 6, 1994 filed as Exhibit 10(n) to the Registrant's Form 10-KSB for the year ended December 31, 1994 and incorporated herein by reference. 10(o) Agreement dated May 2, 1991 between the Registrant and John W. Tarzwell and Margaret L. Tarzwell filed as Exhibit 10(d) to the Registrant's Form 10-K for the year ended December 31, 1991 and incorporated herein by reference. 10(p) Amendment No. 1 dated March 8, 1993 to Agreement dated May 2, 1991 between the Registrant and John W. Tarzwell and Margaret L. Tarzwell filed as Exhibit 10(s) to the Registrant's Form 10-KSB for the year ended December 31, 1993 and incorporated herein by reference. 10(q) Asset Purchase Agreement dated July 10, 1991 between the Registrant and Alpha Test Corporation filed as Exhibit 10(c) to the Registrant's Form 10-K for the year ended December 31, 1991 and incorporated herein by reference. 10(r) Employment Contract dated July 16, 1990 between the Registrant and Carl Zane Close filed as Exhibit 10(p) to the Registrant's Form 10-K for the year ended December 31, 1990 and incorporated herein by reference. 10(s) Employment Contract dated July 17, 1990 between the Registrant and Michael K. Bonham filed as Exhibit 10(q) to the Registrant's Form 10-K for the year ended December 31, 1990 and incorporated herein by reference. 4 10(t) Employment Contract dated July 16, 1990 between the Registrant and Eswar Subramanian filed as Exhibit 10(r) to the Registrant's Form 10-K for the year ended December 31, 1990 and incorporated herein by reference. 10(u) Employment Contract dated July 16, 1990 between the Registrant and Henry Wong filed as Exhibit 10(s) to the Registrant's Form 10-K for the year ended December 31, 1990 and incorporated herein by reference. 10(v) Manufacturing Licensing Agreement between the Registrant and Intertrade Scientific, Inc. dated August 30, 1993 filed as Exhibit 10(x) to the Registrant's Form 10-KSB for the year ended December 31, 1993 and incorporated herein by reference. 10(w) Manufacturing Licensing Agreement between the Registrant and ESJ Corporation dated January 21, 1994 filed as Exhibit 10(y) to the Registrant's Form 10-KSB for the year ended December 31, 1993 and incorporated herein by reference. 10(x) Loan Agreement between the Registrant and First Interstate Bank of Arizona, N.A. dated June 6, 1994 and related Promissory Note filed as Exhibit 10(x) to the Registrant's Form 10-KSB for the year ended December 31, 1994 and incorporated herein by reference. 10(y) Master Lease Agreement between the Registrant and First Interstate Bank of Arizona, N.A. dated as of June 6, 1994 filed as Exhibit 10(y) to the Registrant's Form 10-KSB for the year ended December 31, 1994 and incorporated herein by reference. 10(z) Master Lease Agreement between the Registrant and PFC, Inc. dated August 9, 1994 filed as Exhibit 10(z) to the Registrant's Form 10-KSB for the year ended December 31, 1994 and incorporated herein by reference. 10(aa) Commitment of Norwest Equipment Finance, Inc. to the Registrant dated December 14, 1994 filed as Exhibit 10(aa) to the Registrant's Form 10-KSB for the year ended December 31, 1994 and incorporated herein by reference. 10(bb) Agreement between Cerprobe Europe, Limited and Lanarkshire Development Agency dated August 15, 1994, as amended, filed as Exhibit 10(bb) to the Registrant's Form 10-KSB for the year ended December 31, 1994 and incorporated herein by reference. 10(cc) Lease Agreement between the Registrant and Realtec Properties I, L.P. dated July 17, 1995 filed as Exhibit 1 to the Registrant's Form 10-QSB for the quarter ended June 30, 1995 and incorporated herein by reference. 10(dd) Lease Agreement between the Registrant and East Point Realty Trust dated June 30, 1995 filed as Exhibit 2 to the Registrant's Form 10-QSB for the quarter ended June 30, 1995 and incorporated herein by reference. 10(ee) Amendment to Loan Agreement between the Registrant and First Interstate Bank of Arizona, N.A. dated April 30, 1995 and related Promissory Note filed as Exhibit 3 to the Registrant's Form 10-QSB for the quarter ended June 30, 1995 and incorporated herein by reference. 10(ff) Amendment to Master Lease Agreement between the Registrant and First Interstate Bank of Arizona, N.A. dated April 30, 1995 filed as Exhibit 4 to the Registrant's Form 10-QSB for the quarter ended June 30, 1995 and incorporated herein by reference. 5 10(gg) Letter of Intent between the Registrant and Technology Parks PTE LTD dated June 23, 1995 filed as Exhibit 5 to the Registrant's Form 10-QSB for the quarter ended June 30, 1995 and incorporated herein by reference. 10(hh) Employment Agreement between the Registrant and Robert K. Bench dated March 31, 1995 filed as Exhibit 10(hh) to the Registrant's Form 10-KSB for the year ended December 31, 1995 and incorporated herein by reference. 10(ii) Security Agreement between the Registrant and Zions Credit Corporation dated December 27, 1995 filed as Exhibit 10(ii) to the Registrant's Form 10-KSB for the year ended December 31, 1995 and incorporated herein by reference. 10(jj) Assignment of Lease between Fresh Test Technology, Inc. and the Registrant dated August 31, 1995 filed as Exhibit 10(jj) to the Registrant's Form 10-KSB for the year ended December 31, 1995 and incorporated herein by reference. 10(kk) Lease Agreement between Fresh Test Technology, Inc. and Mission West Properties dated September 21, 1993 filed as Exhibit 10(kk) to the Registrant's Form 10-KSB for the year ended December 31, 1995 and incorporated herein by reference. 10(ll) The Registrant's 1995 Stock Option Plan filed as Exhibit 10(ll) to the Registrant's Form 10-KSB for the year ended December 31, 1995 and incorporated herein by reference. 10(mm) Capital Lease Agreement between the Registrant and Wells Fargo Leasing Corporation dated October 10, 1996 filed as an Exhibit to the Registrant's Form 10-QSB for the quarter ended September 30, 1996 and incorporated herein by reference. 10(nn) Capital Lease Agreement between the Registrant and Wells Fargo Leasing Corporation dated September 9, 1996 filed as an Exhibit to the Registrant's Form 10-QSB for the quarter ended September 30, 1996 and incorporated herein by reference. 10(oo) Memorandum of Lease with respect to the Lease Agreement between the Registrant and CRPB Investors, L.L.C. dated August 21, 1996, and the Addendum to the Lease Agreement filed as an Exhibit to the Registrant's Form 10-QSB for the quarter ended September 30, 1996 and incorporated herein by reference. 10(pp) Employment Agreement between the Registrant and Randal L. Buness dated June 26, 1996 filed as an Exhibit to the Registrant's Form 10-QSB for the quarter ended September 30, 1996 and incorporated herein by reference. 10(qq) Operating Agreement between the Registrant and CRPB Investors, L.L.C. dated September 18, 1996 filed as an Exhibit to the Registrant's Form 10-QSB for the quarter ended September 30, 1996 and incorporated herein by reference. 10(rr) Agreement of Merger and Plan of Reorganization, dated as of October 25, 1996, by and among the Registrant, C-Route Acquisition, Inc., CROUTE, Inc., COMPUROUTE, INCORPORATED, and Souad Shrime.* 10(ss) Agreement and Plan of Merger, dated as of October 25, 1996, by and between COMPUROUTE, INCORPORATED, and CROUTE, Inc.* 6 10(tt) Purchase and Sale Agreement dated as of October 25, 1996, by and between Souad Shrime and the Registrant.* 10(uu) Indemnification Agreement by Souad Shrime in favor of and for the benefit of the Registrant and C-Route Acquisition, Inc.* 11 Schedule of Computation of Net Income per Share.* 21 List of Subsidiaries filed as Exhibit 21 to the Registrant's Form 10-KSB for the year ended December 31, 1994 and incorporated herein by reference. 23.1 Consent of Counsel (included in Exhibits 5 and 8) 23.2 Independent Auditors' Consent (Cerprobe Corporation).* 23.3 Independent Auditors' Consent (CROUTE, Inc.)* 27 Financial Data Schedule filed as an Exhibit to the Registrant's Form 10-QSB for the quarter ended September 30, 1996 and incorporated herein by reference. (b) Financial Statement Schedules. None. * Previously filed. ** Filed herewith 7 Item 22. Undertakings (a) (1) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes 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. (b) Insofar as indemnification for liabilities arising under the Act 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. (c) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (d) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. 8 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on December 19, 1996. CERPROBE CORPORATION By /s/ Randal L. Buness Vice President, Chief Financial Officer, Secretary, and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- By: * ------------------------- Chairman of the Board of December 19, 1996 Ross J. Mangano Directors and Director By: * ------------------------- President, Chief Executive December 19, 1996 C. Zane Close Officer, and Director (Principal Executive Officer) /s/ Randal L. Buness Vice President, Chief December 19, 1996 - ------------------------------ Financial Officer, Randal L. Buness Secretary, and Treasurer (Principal Financial and Accounting Officer) By: * Director ------------------------- December 6, 1996 Kenneth W. Miller By: * Director December 19, 1996 ------------------------- Donald F. Walter By: * Director December 19, 1996 ------------------------- William A. Fresh *By: /s/ Randal L. Buness ------------------------ Randal L. Buness (Attorney-in-fact)
9 EX-8 2 OPINION RE: LEGALITY File No.: 22064-44 December 20, 1996 Cerprobe Corporation 600 South Rockford Drive Tempe, Arizona 85281 Re: Acquisition of C-Route and CompuRoute Gentlemen: We have acted as legal counsel to Cerprobe Corporation ("Cerprobe") in connection with Cerprobe's Registration Statement on Form S-4 (File No. 333-15785) to which this opinion appears as an exhibit (the "Registration Statement"), which includes the Prospectus of Cerprobe (the "Prospectus"). As described in that Prospectus, CompuRoute will merge with and into C-Route (the "CompuRoute Merger") and C-Route will merge with and into Cerprobe (the "Merger") (collectively, the "Mergers"). In connection with the Mergers, we have been requested to provide our opinion as to certain federal income tax consequences of the Mergers. The facts, as we understand them, are set forth in the Prospectus. All terms contained herein, unless otherwise specified, have the meanings assigned to them in the Prospectus. Subject to the assumption that (i) the proposed Mergers will take place as described in the Prospectus, (ii) the shareholders of CompuRoute and C-Route have no present plan or intention to dispose of any of the Cerprobe Common Stock received in the Mergers, and (iii) the fair market value of Cerprobe's Common Stock to be received by the CompuRoute and C-Route shareholders on the effective date of the Mergers will exceed the cash to be received by the CompuRoute and C-Route shareholders, and subject to the further limitations and qualifications set forth below, it is our opinion that under present law for federal income tax purposes, it is more likely than not that: (1) The proposed Mergers will qualify as reorganizations within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code"). (2) Cerprobe will recognize no taxable gain or loss as a result of the proposed Mergers. (3) The CompuRoute and C-Route shareholders will recognize no taxable gain or loss upon the receipt of the Cerprobe Common Stock. (4) The tax basis of the CompuRoute and C-Route stock surrendered in the Mergers will be allocated to the Cerprobe Common Stock received in the Mergers (reduced by any amount allocable to a fractional share interest for which cash is received) but not in excess of the fair market value of the Cerprobe Common Stock received. Cerprobe Corporation December 19, 1996 Page 2 (5) The holding period of the Cerprobe Common Stock received in the Mergers will include the holding period of the CompuRoute and C-Route stock surrendered in exchange therefor. (6) If any cash is received in lieu of a fractional share of Cerprobe Common Stock, income (or loss) will be recognized in an amount equal to the difference between the cash received and the shareholder's basis in that fractional share. (7) Income or gain will be realized by each CompuRoute and C-Route shareholder with respect to the cash received in the Mergers. Such income or gain will be recognized in an amount equal to the lesser of (a) the income or gain that would have been realized by such shareholder had such shareholder exchanged its CompuRoute or C-Route stock for Cerprobe Common Stock and cash in a taxable transaction, or (b) the amount of cash received. With respect to the opinions set forth above, we have examined and relied upon the accuracy and completeness of the facts, covenants, and representations relating to the proposed Mergers and transactions contemplated by the Prospectus and such other documents as we have deemed necessary or appropriate. In addition, we have relied upon certain statements, representations, and covenants by CompuRoute and C-Route stockholders, and our opinion is conditioned, among other things, upon the initial and continued accuracy of those statements, representations, and covenants, as well as upon facts, covenants, and representations set forth in the documents referred to above. We render the foregoing opinion in our capacity as attorneys admitted to practice law in the State of Arizona. We do not opine or purport to opine in any manner to the extent that involves the laws of any jurisdiction other than the United States of America. You should be aware that the foregoing opinion is not binding upon the Internal Revenue Service or courts and represents only our good faith evaluations of the provisions of the Code and applicable Treasury regulations promulgated thereunder, published rulings of the Internal Revenue Service and court decisions, any of which could be changed or overruled at a future date with retroactive effect. In rendering the foregoing opinion, we have relied upon those authorities available to us as of the business day preceding the day of this letter, and we assume no responsibility for changes in applicable law occurring after such date. We hereby consent to any reference to our firm in the Registration Statement and the filing with the Securities and Exchange Commission of this opinion as an exhibit to the Registration Statement. Very truly yours, O'Connor, Cavanagh, Anderson, Killingsworth & Beshears -----END PRIVACY-ENHANCED MESSAGE-----