As filed with the Securities and Exchange Commission on August 5, 2005

 

 

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

 

11-2989601

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

100 Sunnyside Boulevard, Suite B

Woodbury, New York 11797

(Address of Principal Executive Offices)

 

 

 

Veeco Instruments Inc.

2000 Stock Incentive Plan (as amended)

(Full title of the plan)

 

 

 

Gregory A. Robbins

Vice President and General Counsel

Veeco Instruments Inc.

100 Sunnyside Boulevard, Suite B

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

 

1,500,000

(2)

$

20.47

 

$

30,697,500

 

$

3,614

 

 


(1) An estimate, based on the average of the high and low prices as of August 1, 2005 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 1,500,000 shares of Common Stock issuable pursuant to the Registrant’s 2000 Stock Incentive Plan (formerly known as the 2000 Stock Option Plan, as amended, the “Plan”).  2,000,000 shares, 630,000 shares, 2,200,000 shares, 950,000 shares and 1,250,000 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 333-127235, filed August 5, 2005, File Number 333-107845, filed on August 11, 2003, File Number 333-88946, filed on May 23, 2002, File Number 333-66574, filed on August 2, 2001, and File Number 333-39156, filed on June 13, 2000, 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.

 

 



 

Pursuant to General Instruction E to Form S-8, this registration statement on Form S-8 registers the offer and sale of an additional 1,500,000 shares of Common Stock for issuance under the Plan.  The contents of the prior registration statements for the Plan, File Number 333-127235, filed on August 5, 2005, File Number 333-107845, filed on August 11, 2003, File Number 333-88946, filed on May 23, 2002, File Number 333-66574, filed on August 2, 2001, and File Number 333-39156, filed on June 13, 2000, are hereby incorporated by reference.

 

Item 8.  Exhibits

 

Unless otherwise indicated, each of the following exhibits has been previously filed with the Securities and Exchange Commission by the Company under File No. 0-16244.

 

Number

 

Exhibit

 

Incorporated by Reference to:

4.1

 

Amendment dated May 25, 2005 to Veeco Instruments Inc. 2000 Stock Incentive Plan

 

Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2005, Exhibit 10.1

 

 

 

 

 

5.1

 

Opinion of Gregory A. Robbins as to the legality of shares of Common Stock being registered

 

Filed herewith

 

 

 

 

 

23.1

 

Consent of Ernst & Young LLP

 

Filed herewith

 

 

 

 

 

23.2

 

Consent of Gregory A. Robbins

 

Included in the opinion filed as Exhibit 5.1

 

 

 

 

 

24.1

 

Power of Attorney

 

Filed herewith

 

2



 

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 August 5, 2005.

 

 

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 5, 2005.

 

 

Signatures

 

Capacity

 

 

 

/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 and Secretary (principal financial officer)

John F. Rein, Jr.

 

 

 

 

/s/ John P. Kiernan

 

Senior Vice President, Finance, Chief Accounting Officer  and Corporate Controller (principal accounting officer)

John P. Kiernan

 

 

 

 

*

 

Director

Richard A. D’Amore

 

 

 

 

 

*

 

Director

Joel A. Elftmann

 

 

 

 

 

*

 

Director

Heinz K. Fridrich

 

 

 

3



 

*

 

Director

Douglas A. Kingsley

 

 

 

 

 

*

 

Director

Paul R. Low

 

 

 

 

 

*

 

Director

Roger D. McDaniel

 

 

 

 

 

*

 

Director

Irwin H. Pfister

 

 

 

 

 

*

 

Director

Peter J. Simone

 

 

 


* By:

/s/ Gregory A. Robbins

 

Attorney-in-Fact

 

Gregory A. Robbins

 

 

 

4



 

INDEX TO EXHIBITS

 

Unless otherwise indicated, each of the following exhibits has been previously filed with the Securities and Exchange Commission by the Company under File No. 0-16244.

 

Number

 

Exhibit

 

Incorporated by Reference to:

4.1

 

Amendment dated May 25, 2005 to Veeco Instruments Inc. 2000 Stock Incentive Plan

 

Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2005, Exhibit 10.1

 

 

 

 

 

5.1

 

Opinion of Gregory A. Robbins as to the legality of shares of Common Stock being registered

 

Filed herewith

 

 

 

 

 

23.1

 

Consent of Ernst & Young LLP

 

Filed herewith

 

 

 

 

 

23.2

 

Consent of Gregory A. Robbins

 

Included in the opinion filed as Exhibit 5.1

 

 

 

 

 

24.1

 

Power of Attorney

 

Filed herewith

 

5