As filed with the Securities and Exchange Commission on December 8, 2008

Registration Nos. 333-88411 and 333-16485

 

 

 

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. 1989 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¨

 

 

 

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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 Statements on Form S-8 (Registration Nos. 333-88411 and 333-16485 and referred to herein as the “Registration Statements”) filed with the United States Securities and Exchange Commission (the “SEC”) with respect to shares of the Registrant’s common stock, to be offered and sold pursuant to the Registrant’s 1989 Stock Option Plan, as amended (the “1989 Plan”). A total of 4,400,000 shares of common stock, adjusted to reflect stock splits, were registered for issuance under the 1989 Plan pursuant to the Registration Statements and the registration statements on Form S-8 bearing Registration Nos. 333-63705 and 33-34098.

The 1989 Plan has since been superseded by the Registrant’s 2004 Stock Incentive Plan (the “2004 Plan”), except with respect to options and other awards outstanding under the 1989 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 1989 Plan as of the Approval Date plus any shares granted under the 1989 Plan that subsequently became available for grant under the 1989 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 1,537,116. These 1,537,116 Carry Over Shares are hereby deregistered. The registration statements otherwise remains in effect as to the shares of common stock outstanding under the 1989 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 1,537,116 Carry Over Shares from the 1989 Plan to the 2004 Plan and (ii) to carry over from the 1989 Plan Registration Statements 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 1989 Plan otherwise would have been returned to the 1989 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 Statements and additional Registration Statement(s) on Form S-8 to carry forward such shares of common stock from the 1989 Plan to the 2004 Plan for issuance thereunder.

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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.

 

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

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(4)		Directors:
		/s/ FREDERICK A. BALL Frederick A. Ball		Director
		/s/ EDWARD C. GRADY 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
		/s/ KEITH L. THOMSON Keith L. Thomson		Director
		/s/ JON D. TOMPKINS Jon D. Tompkins		Chairman of the Board
		/s/ ROBERT R. WALKER Robert R. Walker		Director