-----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, WVooOqzKA7gp9bRmDeKmnrngGYZYUvUAA14tD1PUdYvPILBu2Y8OqPqhC8l4I8jD KOZ0n4aTN0U8Dgg1a8nchw== 0000891618-01-000072.txt : 20010123 0000891618-01-000072.hdr.sgml : 20010123 ACCESSION NUMBER: 0000891618-01-000072 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010119 EFFECTIVENESS DATE: 20010119 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: 333-54058 FILM NUMBER: 1512120 BUSINESS ADDRESS: STREET 1: 4000 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 f68685ors-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on January 19, 2001 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.)
4000 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 (Full titles of the plans) Robert H. Smith Executive Vice President, Chief Financial Officer and Secretary Novellus Systems, Inc. 4000 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(2) share (2) price (2) registration fee - ------------------------------ --------------------- --------------------- --------------------- ----------------------- Common Stock 5,805,000 $39.4375 $228,934,687.50 $57,234.00 - ------------------------------ --------------------- --------------------- --------------------- -----------------------
(1) This Registration Statement shall also cover any additional Common Stock which becomse issuable under the Amended and Restated 1992 Stock Option Plan of Novellus Systems, Inc. by reason of any stock dividend, stock split, recapitalization or other similar transactions effected without the receipt of consideration which results in an increase in the number of the outstanding Common Stock of Novellus Systems, Inc. (2) 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, as amended, and based upon the average of the high and low prices reported on the Nasdaq National Market on January 16, 2001. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part 1 of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. There are hereby incorporated by reference in this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission (the "Commission"): 1. 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, No. 333-35487, No. 333-65567 and No. 333-80453, 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. 2. The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"). 3. The Company's Current Reports on Form 10-Q filed on May 16, 2000, August 8, 2000 and November 14, 2000; 4. The Company's Current Reports on Form 8-K filed on April 21, 2000 and November 1, 2000; 5. The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Commission on August 31, 1988. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which 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. 2 3 Item 9. Exhibits.
Exhibit Number Description ------- ----------- 5.1 Opinion of Morrison & Foerster LLP. 23.1 Consent of Counsel (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP. 25.1 Power of Attorney (see Signature Page).
3 4 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 January 19, 2001. NOVELLUS SYSTEMS, INC. By: /s/ Richard S. Hill ------------------------------------ Richard S. Hill President and Chief Executive Officer POWER OF ATTORNEY 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 January 19, 2001 - ------------------------------ Officer (Principal Richard S. Hill Executive Officer) and Director /s/ Robert H. Smith Vice President, Finance and January 19, 2001 - ------------------------------ Administration, Robert H. Smith Chief Financial Officer, Secretary and Director (Principal Financial Officer) /s/ Kevin S. Royal Corporate Controller January 19, 2001 - ------------------------------ (Principal Accounting Kevin S. Royal Officer) Director - ------------------------------ D. James Guzy
4 5
Signature Capacity Date - --------- -------- ---- /s/ J. David Litster Director January 19, 2001 - ------------------------------ J. David Litster Director - ------------------------------ Tom Long /s/ Glen G. Possley Director January 19, 2001 - ------------------------------ Glen G. Possley /s/ William R. Spivey Director January 19, 2001 - ------------------------------ William R. Spivey
5 6 INDEX TO EXHIBITS
Exhibit Number Description - ------- ----------- 5.1 Opinion of Morrison & Foerster LLP. 23.1 Consent of Counsel (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP. 25.1 Power of Attorney (see Signature Page).
6 EX-5.1 2 f68685orex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 January 19, 2001 Novellus Systems, Inc. 4000 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 January 19, 2001 (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended, of 5,805,000 shares of Common Stock, no par value, of the Company (the "Stock") for issuance pursuant to options granted or to be granted under the Company's Amended and Restated 1992 Stock Option 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 LLP EX-23.2 3 f68685orex23-2.txt EXHIBIT 23.2 1 Exhibit 23.2 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 1992 Stock Option Plan of Novellus Systems, Inc. of our report dated January 17, 2000, with respect to the consolidated financial statements of Novellus Systems, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP San Jose, California January 18, 2001 -----END PRIVACY-ENHANCED MESSAGE-----