As filed with the Securities and Exchange Commission on February 25, 2003
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
KULICKE AND SOFFA INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-1498399
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2101 Blair Mill Road
Willow Grove, PA 19090
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(Address of principal executive offices)
2001 EMPLOYEE STOCK OPTION PLAN
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(Full title of the plan)
Jeffrey C. Moore
General Counsel
2101 Blair Mill Road
Willow Grove, PA 19090
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (215) 784-6000
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Please send copies of all communications to:
H. John Michel, Jr. Esq.
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum registration
offering aggregate fee (1)
price per offering
share (1) price (1)
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Common Shares,
no par value 4,000,000 $5.32 $21,280,000 $1,721.55
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(1) Calculated pursuant to Rule 457(h). Computed based upon $5.32 per share,
the average of the high and low sales prices of a Common Share of
the Registrant on The Nasdaq National Market on February 18, 2003.
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been previously filed by Kulicke & Soffa
Industries, Inc. with the Securities and Exchange Commission and are hereby
incorporated by reference into this Registration Statement as of their
respective dates:
.. Our Annual Report on Form 10-K for our fiscal year ended September 30, 2002;
.. Our Quarterly Report on Form 10-Q for the Quarterly Period ended December 31,
2002;
.. Our Current Report on Form 8-K filed November 18, 2002;
.. Our Current Report on Form 8-K filed November 6, 2002; and
.. The description of our common stock contained in our registration statement on
Form 8-A12G/A filed on July 17, 2000.
All documents subsequently filed by Kulicke & Soffa pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be part
thereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our By-laws require us to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
proceeding by reason of the fact that he or she is or was our director or
officer or is or was serving at our request as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, our best interests,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful. Such indemnification as to expenses is
mandatory to the extent the individual is successful on the merits or otherwise
in defense of the matter or in defense of any claim, issue or matter therein. In
addition, Pennsylvania law permits us to provide similar indemnification to
employees and agents who are not directors or officers. Our By-laws provide,
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however, that we will not indemnify a director who has breached or failed to
perform the duties of his office in a manner that constituted self-dealing,
willful misconduct or recklessness. The determination of whether an individual
meets the applicable standard of conduct set forth in our By-laws may be made by
disinterested directors, independent legal counsel or the shareholders.
Pennsylvania law also permits indemnification in connection with a proceeding
brought by or in our right to procure a judgement in our favor.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit 5 Opinion of Drinker Biddle & Reath LLP, counsel to the Registrant
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP, independent accountants
Exhibit 23.2 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5)
Exhibit 24 Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in value and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (i) and (ii) of this section do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Willow Grove, Pennsylvania, on February 11, 2003.
KULICKE AND SOFFA INDUSTRIES, INC.
By: /s/ C. Scott Kulicke
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C. Scott Kulicke
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints C. Scott Kulicke and Clifford G.
Sprague, and each of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities, in
connection with the Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, including, without limiting the generality
of the foregoing, to sign the Registration Statement, including any and all
stickers and post-effective amendments to the Registration Statement, and to
sign any and all additional registration statements that are filed pursuant to
General Instruction E to Form S-8 or Rule 462(b) under the Securities Act of
1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and any applicable securities exchange or securities self-regulatory body,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Name Capacity Date
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/s/ C. Scott Kulicke Chairman and Chief Executive Officer February 11, 2003
------------------------- (Principal Executive Officer)
C. Scott Kulicke
/s/ Clifford G. Sprague Senior Vice President and Chief February 11, 2003
------------------------- Financial Officer (Principal
Clifford G. Sprague Financial and Accounting Officer)
/s/ Philip V. Gerdine Director February 11, 2003
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Philip V. Gerdine
/s/ John A. O'Steen Director February 11, 2003
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John A. O'Steen
/s/ Allison F. Page Director February 11, 2003
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Allison F. Page
/s/ MacDonell Roehm, Jr. Director February 11, 2003
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MacDonell Roehm, Jr.
/s/ Larry D. Striplin, Jr. Director February 11, 2003
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Larry D. Striplin, Jr.
/s/ C. William Zadel Director February 11, 2003
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C. William Zadel
/s/ Barry Waite Director February 11, 2003
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Barry Waite
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EXHIBIT INDEX
Exhibit No. Title
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Exhibit 5 Opinion of Drinker Biddle & Reath LLP, counsel to the Registrant
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP, independent accountants
Exhibit 23.2 Consent of Drinker Biddle & Reath LLP (included in Exhibit 5)
Exhibit 24 Power of Attorney (included on signature page)
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