As filed with the Securities and Exchange Commission on January 30, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
METRON TECHNOLOGY N.V.
(Exact name of registrant as specified in its charter)
THE NETHERLANDS 98-0180010
(State of Incorporation) (I.R.S. Employer Identification No.)
--------------------------
1350 OLD BAYSHORE HIGHWAY
SUITE 360
BURLINGAME, CALIFORNIA 94010
(Address of principal executive offices)
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AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
Edward D. Segal
President and Chief Executive Officer
Metron Technology N.V.
1350 Old Bayshore Highway
Suite 360
Burlingame, California 94010
(650) 373-1133
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------------
Copies to:
SUZANNE SAWOCHKA HOOPER, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306-2155
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
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Common Shares, par value NLG 0.96 1,000,000 $5.92 $5,922,089 $1,481
per share
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"). The price per share and
aggregate offering price are based upon (i) $6.13, the weighted average
exercise price for 54,950 shares subject to options previously granted
under the Company's Amended and Restated Employee Stock Option Plan (the
"Plan"), and (ii) $5.91, the average of the high and low prices of the
Company's Common Shares as reported on the Nasdaq National Market on
January 29, 2001, for 945,050 shares reserved for future issuance pursuant
to the Plan.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-93627
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 1,000,000 shares of the Registrant's Common Shares to
be issued pursuant to the Registrant's Amended and Restated Employee Stock
Option Plan. The contents of the Registration Statement on Form S-8 (File No.
333-93627) previously filed with the Securities and Exchange Commission on
December 23, 1999 are incorporated by reference herein, with such modifications
as are set forth below.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has entered into employment agreements with each of Edward
D. Segal, Peter V. Leigh, Keith Reidy and Gregory C. Claeys. Such employment
agreements contain indemnification provisions that are in some respects
broader than the specific indemnification provisions contained in Netherlands
law.
EXHIBITS
EXHIBIT
NUMBER
5.1 Opinion of Nauta Dutilh.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Nauta Dutilh is contained in Exhibit 5.1 to this
Registration Statement.
23.3 Consent of Cooley Godward LLP.
24.1 Power of Attorney is contained on the signature pages.
99.1 Amended and Restated Employee Stock Option Plan, as amended as of
November 21, 2000.
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 the City of Burlingame, State of California, on January 30, 2001.
METRON TECHNOLOGY N.V.
By: /s/ Peter V. Leigh
-----------------------------------------------
Peter V. Leigh
Vice President, Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints EDWARD D. SEGAL and PETER V. LEIGH, and
each or any one of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
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 any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ ROBERT R. ANDERSON Supervisory Director January 30, 2001
-------------------------------------
(ROBERT R. ANDERSON)
/s/ JAMES E. DAUWALTER Supervisory Director January 30, 2001
-------------------------------------
(JAMES E. DAUWALTER)
/s/ JOEL A. ELFTMANN Supervisory Director January 30, 2001
-------------------------------------
(JOEL A. ELFTMANN)
/s/ BRUCE M. JAFFE Supervisory Director January 30, 2001
-------------------------------------
(BRUCE M. JAFFE)
/s/ SHO NAKANUMA Supervisory Director January 30, 2001
-------------------------------------
(SHO NAKANUMA)
/s/ EDWARD D. SEGAL President and Chief Executive January 30, 2001
------------------------------------- Officer and Managing Director
(EDWARD D. SEGAL) (PRINCIPAL EXECUTIVE OFFICER)
/s/ PETER V. LEIGH Vice President, Finance and Chief January 30, 2001
------------------------------------- Financial Officer and Managing
(PETER V. LEIGH) Director (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ J. CHRISTOPHER LEVETT-PRINSEP Executive Vice President, Field January 30, 2001
------------------------------------- Operation and Managing Director
(J. CHRISTOPHER LEVETT-PRINSEP)
/s/ KEITH REIDY Vice President, Marketing and January 30, 2001
------------------------------------- Managing Director
(KEITH REIDY)
/s/ GREGORY M. CLAEYS Vice President, Materials Division January 30, 2001
------------------------------------- and Managing Director
(GREGORY M. CLAEYS)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Nauta Dutilh.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Nauta Dutilh is contained in Exhibit 5.1 to this
Registration Statement.
23.3 Consent of Cooley Godward LLP.
24.1 Power of Attorney is contained on the signature pages.
99.1 Amended and Restated Employee Stock Option Plan, as amended as of
November 21, 2000.