As filed with the Securities and Exchange Commission on August 11, 2003
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VEECO INSTRUMENTS INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
11-2989601 (I.R.S. Employer Identification No.) |
100 Sunnyside Boulevard
Woodbury, New York 11797
(Address of Principal Executive Offices)
Veeco Instruments Inc.
First Amended and Restated Employee Stock Purchase Plan (as amended)
(Full title of the plan)
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)
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share(1) |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee |
||||
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per share | 500,000(2) | $18.01 | $9,005,000 | $728.50 | ||||
2
Pursuant to General Instruction E to Form S-8, this registration statement on Form S-8 registers the offer and sale of an additional 500,000 shares of Common Stock for issuance under the Plan. The contents of the prior registration statement for the Plan, File Number 33-95422, filed on August 4, 1995, are hereby incorporated by reference.
Item 8. Exhibits
4.1 |
Amendment No. 1 effective January 1, 2003 to the Veeco Instruments Inc. First Amended and Restated Employee Stock Purchase 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 Gregory A. Robbins (included in the opinion filed as Exhibit 5.1) |
|
24.1 |
Power of Attorney |
3
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 August 8, 2003.
| Veeco Instruments Inc. | |||
By: |
/s/ EDWARD H. BRAUN Name: Edward H. Braun Title: Chairman and Chief Executive Officer |
||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on August 8, 2003.
| Signatures |
Capacity |
|
||
|---|---|---|---|---|
| /s/ EDWARD H. BRAUN Edward H. Braun |
Director, Chairman and Chief Executive Officer (principal executive officer) | |||
/s/ JOHN F. REIN, JR. John F. Rein, Jr. |
Executive Vice President, Chief Financial Officer and Secretary (principal financial officer) |
|||
/s/ JOHN P. KIERNAN John P. Kiernan |
Vice President, Finance, Chief Accounting Officer and Corporate Controller (principal accounting officer) |
|||
* Richard A. D'Amore |
Director |
|||
* Joel A. Elftmann |
Director |
|||
* Heinz K. Fridrich |
Director |
|||
* Douglas A. Kingsley |
Director |
|||
* Paul R. Low |
Director |
|||
4
* Roger D. McDaniel |
Director |
|||
* Irwin H. Pfister |
Director |
|||
* Walter J. Scherr |
Director |
*By: |
/s/ GREGORY A. ROBBINS Gregory A. Robbins |
Attorney-in-Fact |
5
| 4.1 | Amendment No. 1 effective January 1, 2003 to the Veeco Instruments Inc. First Amended and Restated Employee Stock Purchase 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 Gregory A. Robbins (included in the opinion filed as Exhibit 5.1) |
|
24.1 |
Power of Attorney |
6