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)

 

 

 

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.

 

 

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

 

2

 

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

 

3

 

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

 

* By:	/s/ Gregory A. Robbins		Attorney-in-Fact
	Gregory A. Robbins

 

4

 

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

 

5