As filed with the Securities and Exchange Commission on June 10, 2004
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
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)
90 INDUSTRIAL WAY, WILMINGTON, MASSACHUSETTS 01887
(Address of Principal Executive Offices) (Zip Code)
SECOND AMENDED AND RESTATED 1997 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
JOHN R. BERTUCCI
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MKS INSTRUMENTS, INC.
90 INDUSTRIAL WAY
WILMINGTON, MA 01887
(Name and Address of Agent For Service)
(978) 284-4000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities to be Amount to be Offering Price Per Aggregate Amount of
Registered Registered(1) Share Offering Price Registration Fee
---------------- ------------- ------------------ -------------- ----------------
Common
Stock, no par
value per share 450,000 $22.78(1) $10,251,000(1) $1,298.80
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended,
and based upon the average of the high and low prices of the Registrant's Common
Stock as reported on the Nasdaq National Market on June 9, 2004.
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. 333-78073, relating to the Registrant's Second Amended and
Restated 1997 Director Stock Option Plan.
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 Wilmington, Massachusetts on June 2, 2004.
MKS INSTRUMENTS, INC.
By: /s/ John R. Bertucci
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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
-------------------------- -------------------------------- --------------
/s/ John R. Bertucci
-------------------------- Chairman of the Board and Chief June 2, 2004
John R. Bertucci Executive Officer (Principal
Executive Officer)
/s/ Ronald C. Weigner
-------------------------- Vice President and Chief June 2, 2004
Ronald C. Weigner Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Robert R. Anderson
-------------------------- Director June 2, 2004
Robert R. Anderson
/s/ James G. Berges
-------------------------- Director June 2, 2004
James G. Berges
/s/ Richard S. Chute
-------------------------- Director June 2, 2004
Richard S. Chute
/s/ Hans-Jochen Kahl
-------------------------- Director June 2, 2004
Hans-Jochen Kahl
/s/ Owen W. Robbins
------------------------- Director June 2, 2004
Owen W. Robbins
/s/ Louis P. Valente
------------------------- Director June 2, 2004
Louis P. Valente
EXHIBIT INDEX
Exhibit
Number Description
4.1 (1) Restated Articles of Organization of the Registrant.
4.2 (2) Articles of Amendment.
4.3 (3) Articles of Amendment.
4.4 (4) Amended and Restated By-Laws of the Registrant.
4.5 (4) Specimen Certificate for Common Stock of the Registrant.
5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included
in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included in the signature pages of this
Registration Statement).
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(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-4 (File No. 333-49738) filed with the Securities and
Exchange Commission on November 13, 2000.
(2) Incorporated herein by reference from the Registrant's Quarterly Report on
Form 10-Q (File No. 000-23621) for the quarter ended June 30, 2001.
(3) Incorporated herein by reference from the Registrant's Quarterly Report on
Form 10-Q (File No. 000-23621) for the quarter ended June 30, 2002.
(4) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-71363) filed with the Securities and
Exchange Commission on January 28, 1999, as amended.