As filed with the Securities and Exchange Commission on September 12, 2002
Registration No. 333-30540
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KULICKE AND SOFFA INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 23-1498399
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
Clifford G. Sprague
Senior Vice President and Chief Financial Officer
2101 Blair Mill Road 2101 Blair Mill Road
Willow Grove, PA 19090 Willow Grove, PA 19090
(215) 784-6000 (215) 784-6000
(Address, Including Zip Code, and Telephone Number, Including (Name, Address, Including Zip Code, and Telephone
Area Code, of Registrant's Principal Executive Offices) Number, Including Area Code, of Agent For Service)
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Copy to:
H. John Michel, Jr.
Drinker Biddle & Reath LLP
One Logan Square
18/th/ and Cherry Streets
Philadelphia, PA 19103-6996
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Approximate date of commencement of proposed sale to the public: This
post-effective amendment withdraws from registration any 4 3/4% convertible
subordinated notes due 2006 and any shares of common stock into which the notes
have been or are convertible that remain unsold hereunder as of the date hereof.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]__________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_] ______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
________________________
WITHDRAWAL OF SECURITIES FROM REGISTRATION
On February 16, 2000, Kulicke and Soffa Industries, Inc., a
Pennsylvania corporation (the "Company"), filed a Registration Statement on Form
S-3 (No. 333-30540) (the "Registration Statement") for purposes of registering
resales of $175,000,000 aggregate principal amount of the Company's 4 3/4%
Convertible Subordinated Notes due 2006 (the "Notes") and 7,642,038 shares (as
adjusted to reflect the two-for-one stock split effected on July 31, 2001) of
the Company's common stock, without par value, into which the Notes are
convertible (the "Conversion Shares"). On April 19, 2000, the Company filed
Amendment No. 1 to the Registration Statement and on April 24, 2000, the
Commission declared the Registration Statement effective. Since that time and
from time to time, the Company has filed prospectus supplements under the
Registration Statement for the benefit of holders of the Notes and the
Conversion Shares not previously included as "Selling Securityholders" under the
Registration Statement.
Pursuant to the terms of the Registration Rights Agreement that required
the Company to file the Registration Statement, the Company is no longer
required to keep the Registration Statement effective. Accordingly, this
Post-Effective Amendment No. 1 to the Registration Statement is being filed to
withdraw from registration under the Securities Act of 1933, as amended, as of
the date hereof, all of the Notes and Conversion Shares that remain unsold under
the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1
to the Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Willow Grove,
Commonwealth of Pennsylvania, on September 12, 2002.
KULICKE AND SOFFA INDUSTRIES, INC.
By: /s/ C. Scott Kulicke
-----------------------------------
C. Scott Kulicke
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
Name Capacity Date
---- -------- ----
/s/ C. Scott Kulicke Chairman of the Board and Chief Executive September 12, 2002
---------------------------
C. Scott Kulicke Officer (Principal Executive Officer)
/s/ Clifford G. Sprague Senior Vice President and Chief Financial September 12, 2002
----------------------------
Clifford G. Sprague Officer (Principal Financial and Accounting
Officer)
/s/ *Philip V. Gerdine Director September 12, 2002
---------------------------
Philip V. Gerdine
/s/ *John A. O'Steen Director September 12, 2002
---------------------------
John A. O'Steen
/s/ *Allison F. Page Director September 12, 2002
-----------------------------
Allison F. Page
/s/ *MacDonnell Roehm, Jr. Director September 12, 2002
----------------------------
MacDonnell Roehm, Jr.
/s/ *Larry D. Striplin, Jr. Director September 12, 2002
------------------------------
Larry D. Striplin, Jr.
/s/ *C. William Zadel Director September 12, 2002
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C. William Zadel
*By: /s/ Clifford G. Sprague
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Clifford G. Sprague
Attorney in fact