VEECO INSTRUMENTS INC — Regulatory Filings 2005

Aug 5, 2005

S-8 1 a05-14259_3s8.htm S-8

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.

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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

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*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

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*	Director
Douglas A. Kingsley
*	Director
Paul R. Low
*	Director
Roger D. McDaniel
*	Director
Irwin H. Pfister
*	Director
Peter J. Simone

* By:
Gregory A. Robbins

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*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 |

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