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
------------------------------------
FORM S-8
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 (I.R.S. Employer
incorporation or organization) Identification No.)
2101 Blair Mill Road
Willow Grove, PA 19090
----------------------
(Address of principal executive offices)
1999 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
---------------------------------------------
(Full title of the plan)
Jeffrey C. Moore
General Counsel
2101 Blair Mill Road
Willow Grove, PA 19090
---------------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (215) 784-6000
--------------
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
-------------------------------
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)
-------------------------------------------------------------------------------
Common Shares,
no par value 1,500,000 $ 5.32 $ 7,980,000 $ 645.58
-------------------------------------------------------------------------------
(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.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed pursuant to General
Instruction E of Form S-8 to register 1,500,000 Common Shares, no par value, of
the Registrant, under its 1999 Non-Qualified Employee Stock Option Plan (the
"Plan") and incorporates by reference the contents of the Registration Statement
on Form S-8 related to the Plan and previously filed by the Registrant (File No.
333-37276) on May 18, 2000. The current registration of 1,000,000 Common Shares
will increase the number of Shares registered under the Plan to 2,500,000 Common
Shares.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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)
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
----------------------
C. Scott Kulicke
Chief Executive Officer
-2-
POWER OF ATTORNEY
KNOW ALL PERSONS 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
--------------------- ------------------------------------ --------------
/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
-------------------------
Philip V. Gerdine
/s/ John A. O'Steen Director February 11, 2003
-------------------------
John A. O'Steen
/s/ Allison F. Page Director February 11, 2003
-------------------------
Allison F. Page
/s/ MacDonell Roehm, Jr. Director February 11, 2003
-------------------------
MacDonell Roehm, Jr.
/s/ Larry D. Striplin, Jr. Director February 11, 2003
-------------------------
Larry D. Striplin, Jr.
/s/ C. William Zadel Director February 11, 2003
-------------------------
C. William Zadel
/s/ Barry Waite Director February 11, 2003
-------------------------
Barry Waite
-3-
EXHIBIT INDEX
Exhibit No. Title
---------- -----
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)
-4-