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As filed with the Securities and Exchange Commission on January 29, 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MKS INSTRUMENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-2277512
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
SIX SHATTUCK ROAD, ANDOVER, MASSACHUSETTS 01810
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1995 STOCK INCENTIVE PLAN
(Full Title of the Plan)
JOHN R. BERTUCCI
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MKS INSTRUMENTS, INC.
SIX SHATTUCK ROAD
ANDOVER, MA 01810
(Name and Address of Agent for Service)
(978) 975-2350
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
====================================================================================================================
Common Stock no par value 6,000,000 $21.19(1) $127,140,000(1) $31,785
per share shares
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(1) Computed in accordance with Rules 457(c) and (h) under the Securities Act
of 1933, as amended and based upon the average high and low prices of
Common Stock on January 25, 2001.
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STATEMENT OF INCORPORATION BY REFERENCE
Except as otherwise set forth below, this Registration Statement on Form
S-8 incorporates by reference the contents of the Registration Statement on Form
S-8, File No. 333-78071, relating to the Registrant's Amended and Restated 1995
Stock Incentive Plan.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Andover, Massachusetts on January 25, 2001.
MKS INSTRUMENTS, INC.
By: /s/ John R. Bertucci
-------------------------------
John R. Bertucci
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of MKS Instruments, Inc. hereby
severally constitute and appoint John R. Bertucci, Ronald C. Weigner and Mark G.
Borden, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all subsequent amendments to said Registration Statement,
and generally to do all such things in our names and behalf in our capacities as
officers and directors to enable MKS Instruments, Inc. to comply with all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
Signature Title Date
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/s/ John R. Bertucci Chairman of the Board and Chief January 25, 2001
----------------------------- Executive Officer (Principal
John R. Bertucci Executive Officer)
/s/ Ronald C. Weigner
----------------------------- Vice President and Chief January 25, 2001
Ronald C. Weigner Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Richard S. Chute
----------------------------- Director January 25, 2001
Richard S. Chute
/s/ Owen W. Robbins
----------------------------- Director January 25, 2001
Owen W. Robbins
/s/ Robert J. Therrien
----------------------------- Director January 25, 2001
Robert J. Therrien
/s/ Louis P. Valente
----------------------------- Director January 25, 2001
Louis P. Valente
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 (1) Restated Articles of Organization of the Registrant.
4.2 (2) Amended and Restated By-Laws of the Registrant.
4.3 (2) Specimen Certificate for Common Stock of the Registrant.
4.4 Amended and Restated 1995 Stock Incentive Plan and First Amendment thereto.
5 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included in the signature pages of this Registration
Statement).
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-4 (File No. 333-49738) originally filed with the
Securities and Exchange Commission on November 13, 2000, as amended.
(2) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-71363) originally filed with the
Securities and Exchange Commission on January 28, 1999, as amended.