-----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, TBl2/9yfoSS6kIUoI+7GexX2/mRhsICkoly1gAhyjGbzUvCb83NQO+bg4i3c1SJI StBulcn8FZwVUEdK1xoHtg== 0000891618-98-004447.txt : 19981014 0000891618-98-004447.hdr.sgml : 19981014 ACCESSION NUMBER: 0000891618-98-004447 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981013 EFFECTIVENESS DATE: 19981013 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVELLUS SYSTEMS INC CENTRAL INDEX KEY: 0000836106 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 770024666 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65567 FILM NUMBER: 98723955 BUSINESS ADDRESS: STREET 1: 3970 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089439700 MAIL ADDRESS: STREET 1: 81 VISTA MONTANA STREET 2: 81 VISTA MONTANA CITY: SAN JOSE STATE: CA ZIP: 95134 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on October 13, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOVELLUS SYSTEMS, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 77-00246 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
3970 North First Street San Jose, CA 95134 (Address of Principal Executive Office Including Zip Code) NOVELLUS SYSTEMS, INC. AMENDED AND RESTATED 1992 STOCK OPTION PLAN AMENDED AND RESTATED 1992 EMPLOYEE STOCK PURCHASE PLAN (Full titles of the plans) Richard S. Hill President and Chief Executive Officer Novellus Systems, Inc. 3970 North First Street San Jose, CA 95134 (Name and address of agent for service) (408) 943-9700 (Telephone number, including area code, of agent for service) - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE ================================================================================
Proposed maximum Proposed maximum Title of securities to be Amount to be offering price per aggregate offering Amount of registered registered share (1) price (1) registration fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock 1,350,000 $22.375 $30,206,250 $8,911 - ------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the average of the high and low prices reported on the Nasdaq National Market on October 7, 1998. Page 1 of 7 Pages. Exhibit Index Located at Page 4. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. In accordance with General Instruction E to Form S-8, the contents of the Registrant's Registration Statements on Form S-8, Commission File No. 33-51056, No. 33-88156, No. 33-62807, No. 333-11825 and No. 333-35487, including exhibits thereto, are hereby incorporated by reference into this Registration Statement, except as the same may be modified by the information set forth herein. Item 8. Exhibits.
Exhibit Number Description ------- ----------- 4.1* Amended and Restated Articles of Incorporation of Registrant 4.2** Form of Bylaws of Registrant, as amended to date 5.1 Opinion of Morrison & Foerster. 23.1 Consent of Counsel (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP, Independent Auditors. 25.1 Power of Attorney.
* Incorporated by reference to the exhibit filed with Registrant's Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 18, 1994 and the Registrant's Report on Form 10-K filed with the SEC on March 9, 1998. ** Incorporated by reference to the exhibit filed with Registrant's Registration Statement on Form S-1, File No. 33-23011, which was declared effective August 11, 1988, and the Registrant's Report on Form 10-K filed with the SEC on March 9, 1998. II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Novellus Systems, Inc., 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 October 9, 1998. NOVELLUS SYSTEMS, INC. By: /s/ Richard S. Hill ------------------------------------- Richard S. Hill President and Chief Executive Officer POWER OF ATTORNEY II-2 4 Each person whose signature appears below constitutes and appoints Richard S. Hill and Robert H. Smith, and each of them, as attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendment to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming anything the said attorney-in-fact or his substitute or substitutes, may lawfully 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 date indicated.
Signature Capacity Date - --------- -------- ---- /s/ Richard S. Hill President, Chief Executive October 9, 1998 - ---------------------------------- Officer (Principal Richard S. Hill Executive Officer) and Director /s/ Robert H. Smith Vice President, Finance and October 9, 1998 - ---------------------------------- Administration, Robert H. Smith Chief Financial Officer, Secretary (Principal Financial Officer) /s/ J. Michael Dodson Vice President, Corporate October 9, 1998 - ---------------------------------- Controller (Principal J. Michael Dodson Accounting Officer) /s/ D. James Guzy Director October 9, 1998 - ---------------------------------- D. James Guzy /s/ J. David Litster Director October 9, 1998 - ---------------------------------- J. David Litster /s/ Tom Long Director October 9, 1998 - ---------------------------------- Tom Long /s/ Glen G. Possley Director October 9, 1998 - ---------------------------------- Glen G. Possley /s/ William R. Spivey Director Ocotber 9, 1998 - ---------------------------------- William R. Spivey
II-3 5 INDEX TO EXHIBITS
Exhibit Number Description ------- ----------- 4.1* Amended and Restated Articles of Incorporation of Registrant 4.2** Form of Bylaws of Registrant, as amended to date 5.1 Opinion of Morrison & Foerster. 23.1 Consent of Counsel (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP, Independent Auditors. 25.1 Power of Attorney (Included on Signature Page).
* Incorporated by reference to the exhibit filed with Registrant's Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 18, 1994 and the Registrant's Report on Form 10-K filed with the SEC on March 9, 1998. ** Incorporated by reference to the exhibit filed with Registrant's Registration Statement on Form S-1, File No. 33-23011, which was declared effective August 11, 1988, and the Registrant's Report on Form 10-K filed with the SEC on March 9, 1998. II-4 EX-5.1 2 OPINION OF MORRISON & FOERSTER 1 EXHIBIT 5.1 Opinion of Morrison & Foerster October 13, 1998 Novellus Systems, Inc. 3970 North First Street San Jose, CA 95134 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by Novellus Systems, Inc., a California corporation (the "Company"), with the Securities and Exchange Commission on October 12, 1998 (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of 1,350,000 shares of the Company's Common Stock, no par value (the "Stock"). The Stock is reserved for issuance pursuant to options granted or to be granted under the Company's Amended and Restated 1992 Stock Option Plan and shares to be issued under the Company's Company's Amended and Restated 1992 Employee Stock Purchase Plan. As counsel to the Company, we have examined the proceedings taken by the Company in connection with the registration of the Stock. It is our opinion that the Stock, when issued and sold in the manner described in the Registration Statement and the related Prospectus, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. Very truly yours, /s/ MORRISON & FOERSTER ---------------------------------- EX-23.2 3 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 1992 Stock Option Plan and the Amended and Restated 1992 Employee Stock Purchase Plan of Novellus Systems, Inc. of our report dated January 16, 1998, with respect to the consolidated financial statements and schedule of Novellus Systems, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ----------------------------- San Jose, California October 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----