As filed with the Securities and Exchange Commission on December 8, 2008
Registration No. 333-67356
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ELECTRO SCIENTIFIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oregon | 93-0370304 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
13900 N.W. Science Park Drive | ||
Portland, Oregon | 97229 | |
(Address of principal executive offices) | (Zip Code) |
Electro Scientific Industries, Inc. 2000 Stock Option Plan
(Full title of the plan)
Paul Oldham
Vice President of Administration, Chief Financial Officer and Corporate Secretary
Electro Scientific Industries, Inc.
13900 N.W. Science Park Drive
Portland, Oregon 97229
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(503) 641-4141
Copy to:
Steven Hull
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer x | Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting company ¨ |
EXPLANATORY NOTE
Electro Scientific Industries, Inc. (the Registrant) is filing this Post-Effective Amendment No.1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 (Registration No. 333-67356 and referred to herein as the Registration Statement) filed with the United States Securities and Exchange Commission (the SEC) with respect to shares of the Registrants common stock, to be offered and sold pursuant to the Registrants 2000 Stock Option Plan (the 2000 Plan). A total of 2,250,000 shares of common stock were registered for issuance under the 2000 Plan pursuant to the Registration Statement and the registration statement on Form S-8 bearing Registration No. 333-55060.
The 2000 Plan has since been superseded by the Registrants 2004 Stock Incentive Plan (the 2004 Plan), except with respect to options and other awards outstanding under the 2000 Plan as of October 15, 2004 (the Approval Date). According to the terms of the 2004 Plan, the shares of common stock that were previously reserved and available for grant under the 2000 Plan as of the Approval Date plus any shares granted under the 2000 Plan that subsequently became available for grant under the 2000 Plan through the expiration, termination, forfeiture or cancellation of grants (collectively, the Carry Over Shares), are included in the reserve of shares available for issuance under the 2004 Plan. The total number of Carry Over Shares on November 1, 2008 was 1,130,080. These 1,130,080 Carry Over Shares are hereby deregistered. The registration statements otherwise remains in effect as to the shares of common stock outstanding under the 2000 Plan.
Contemporaneously with this Post-Effective Amendment No.1 to Form S-8 Registration Statement, the Registrant is filing a Registration Statement on Form S-8 to register the shares of common stock available for offer or sale pursuant to the 2004 Plan, including the Carry Over Shares.
In accordance with the principles set forth in Interpretations 89 and 90 under Section G of the Manual of Publicly Available Telephone Interpretations of the SEC Division of Corporation Finance (July 1997) and Instruction E to the General Instructions to Form S-8, this Post-Effective Amendment No.1 to Form S-8 Registration Statement is hereby filed (i) to reallocate the 1,130,080 Carry Over Shares from the 2000 Plan to the 2004 Plan and (ii) to carry over from the 2000 Plan Registration Statement the registration fees paid for the Carry Over Shares being registered under the 2004 Plan Registration Statement on Form S-8.
To the extent any additional shares of common stock that remain subject to outstanding awards under the 2000 Plan otherwise would have been returned to the 2000 Plan after November 1, 2008 on account of expiration, termination, forfeiture, or cancellation, those shares of common stock instead will be included in the reserve of shares of common stock for issuance under the 2004 Plan. Accordingly, the Registrant may periodically file additional post-effective amendment(s) to the Registration Statement and additional Registration Statement(s) on Form S-8 to carry forward such shares of common stock from the 2000 Plan to the 2004 Plan for issuance thereunder.
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 Post-Effective Amendment No.1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on this 5th day of December, 2008.
ELECTRO SCIENTIFIC INDUSTRIES, INC. | ||
By | /s/ NICHOLAS KONIDARIS | |
Nicholas Konidaris, | ||
President, Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons on December 5, 2008 in the capacities indicated.
Signature |
Title | |||
(1) | Principal Executive Officer: | |||
/s/ NICHOLAS KONIDARIS Nicholas Konidaris |
President, Chief Executive Officer and Director | |||
(2) | Principal Financial Officer: | |||
/s/ PAUL OLDHAM Paul Oldham |
Vice President of Administration, Chief Financial Officer and Corporate Secretary | |||
(3) | Principal Accounting Officer: | |||
/s/ KERRY MUSTOE Kerry Mustoe |
Corporate Controller and Chief Accounting Officer |
(4) | Directors: | |||
/s/ FREDERICK A. BALL Frederick A. Ball |
Director | |||
Edward C. Grady |
Director | |||
/s/ RICHARD J. FAUBERT Richard J. Faubert |
Director | |||
/s/ BARRY L. HARMON Barry L. Harmon |
Director | |||
/s/ W. ARTHUR PORTER W. Arthur Porter |
Director | |||
/s/ GERALD F. TAYLOR Gerald F. Taylor |
Director | |||
Keith L. Thomson |
Director | |||
/s/ JON D. TOMPKINS Jon D. Tompkins |
Chairman of the Board | |||
/s/ ROBERT R. WALKER Robert R. Walker |
Director |