As filed with the Securities and Exchange Commission on May 23, 2002
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VEECO INSTRUMENTS INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2989601
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Sunnyside Boulevard
Woodbury, New York 11797
(516) 677-0200
(Address and telephone number of Principal Executive Offices)
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Veeco Instruments Inc.
2000 Stock Option Plan (as amended)
(Full title of the plan)
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Gregory A. Robbins
Vice President and General Counsel
Veeco Instruments Inc.
100 Sunnyside Boulevard
Woodbury, New York 11797
(Name and address of agent for service)
(516) 677-0200
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
============================ ==================== ======================== =================== =========================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Aggregate Amount of
Securities to be Registered Registered Share (1) Offering Price (1) Registration Fee
---------------------------- -------------------- ------------------------ ------------------- -------------------------
Common Stock, $0.01 par
value per share 2,200,000 (2) $29.77 $65,494,000 $6,025.45
============================ ==================== ======================== =================== =========================
(1) An estimate, based on the average of the high and low prices as of May 22,
2002 as determined in accordance with Rule 457(c) and (h) under the Securities
Act of 1933, has been made solely for the purpose of calculating the
registration fee relating to the shares of Common Stock to be registered
hereunder and subsequently offered at prices computed upon the basis of
fluctuating market prices.
(2) Represents an additional 2,200,000 shares of Common Stock issuable pursuant
to the Registrant's 2000 Stock Option Plan (the "Plan"). 1,250,000 shares and
950,000 shares of Common Stock issuable pursuant to the Plan were previously
registered pursuant to the Registrant's Registration Statements on Form S-8,
File Number 333-39156, filed on June 13, 2000 and File Number 333-66574, filed
on August 2, 2001, respectively. This registration statement also relates to
such indeterminate number of additional shares of Common Stock of Veeco
Instruments Inc. as may be issuable as a result of stock splits, stock dividends
or additional similar transactions.
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Pursuant to General Instruction E to Form S-8, this registration statement on
Form S-8 registers the offer and sale of an additional 2,200,000 shares of
Common Stock for issuance under the Plan. The contents of the prior
registration statements for the Plan, File Number 333-39156, filed on June
13, 2000, and File Number 333-66574, filed on August 2, 2001, are hereby
incorporated by reference.
Item 8. Exhibits
4.1 Amendment No. 2 dated May 10, 2002 to the Veeco Instruments Inc. 2000
Stock Option Plan.
5.1 Opinion of Gregory A. Robbins as to the legality of shares of Common
Stock being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Gregory A. Robbins (included in the opinion filed as Exhibit
5.1)
24.1 Power of Attorney (included on the signature pages hereof)
1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Woodbury, New York, on May 23, 2002.
Veeco Instruments Inc.
By: /s/ Edward H. Braun
Name: Edward H. Braun
Title: Chairman, Chief Executive Officer and President
POWER OF ATTORNEY
Each of the undersigned, in the capacities relative to the registrant
stated below, hereby appoints Edward H. Braun, John F. Rein, Jr. and Gregory A.
Robbins, and each of them acting individually, his true and lawful
attorneys-in-fact, with full power of substitution, to sign and file with the
Securities and Exchange Commission this registration statement and any and all
amendments, including post-effective amendments, to this registration statement.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement and power of attorney have been signed by the following
persons in the capacities indicated on May 23, 2002.
Signatures Capacity
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/s/ Edward H. Braun Director, Chairman and Chief Executive Officer
------------------------------ (principal executive officer)
Edward H. Braun
/s/ John F. Rein, Jr. Executive Vice President, Chief Financial Officer,
------------------------------ Treasurer and Secretary (principal financial
John F. Rein, Jr. officer)
/s/ John P. Kiernan Vice President, Finance and Corporate Controller
------------------------------ (Principal Accounting Officer)
John P. Kiernan
/s/ Richard A. D'Amore Director
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Richard A. D'Amore
2
/s/ Joel A. Elftmann Director
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Joel A. Elftmann
/s/ Heinz K. Fridrich Director
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Heinz K. Fridrich
/s/ Douglas A. Kingsley Director
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Douglas A. Kingsley
/s/ Paul R. Low Director
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Paul R. Low
/s/ Roger D. McDaniel Director
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Roger D. McDaniel
/s/ Irwin H. Pfister Director
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Irwin H. Pfister
/s/ Walter J. Scherr Director
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Walter J. Scherr
3
INDEX TO EXHIBITS
4.1 Amendment No. 2 dated May 10, 2002 to the Veeco Instruments Inc. 2000
Stock Option Plan.
5.1 Opinion of Gregory A. Robbins as to the legality of shares of Common
Stock being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Gregory A. Robbins (included in the opinion filed as Exhibit
5.1)
24.1 Power of Attorney (included on the signature pages hereof)
4