As filed with the Securities and Exchange Commission on February 5, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
California
5999
94-3125814
(State or other jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
incorporation or organization)
Classification Code Number)
Identification Number)
3560 Bassett Street
Santa Clara, California 95054
(408) 986-9888
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Kevin Fairbairn
President and Chief Executive Officer
Intevac, Inc.
3560 Bassett Street
Santa Clara, CA 95054
(408) 986-9888
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Herbert P. Fockler, Esq | Scott M. Stanton, Esq | |
Wilson Sonsini Goodrich & Rosati | Marty B. Lorenzo, Esq | |
Professional Corporation | Gray Cary Ware & Freidenrich LLP | |
650 Page Mill Road | 4365 Executive Drive, Suite 1100 | |
Palo Alto, California 94304 | San Diego, California 92121 | |
(650) 493-9300 | (858) 677-1400 |
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-111342
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.
o
Calculation of Registration Fee
Title of each class of
Amount to be
Amount of
securities to be registered
Registered (1)
Offering price per share
Aggregate
offering price (2)
registration fee (2)
862,500
$15.00
$12,937,500
$1,640
(1)
Including 112,500 shares subject to the underwriters over-allotment option.
(2)
4,600,000 shares were registered under Securities Act Registration Statement No. 333-111342, with respect to which a filing fee of $5,528.14 was previously paid with the earlier registration statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE | ||||||||
CERTIFICATION | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 23.2 |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is being filed by Intevac, Inc. (the Company) with the Securities and Exchange Commission (the Commission) to register an additional 862,500 shares of the Companys common stock, no par value per share, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. Of the additional shares to be registered, the Company is offering 469,000 shares, the selling shareholder is offering 281,000 shares, and the underwriters have an option to purchase up to an aggregate of an additional 112,500 shares from the Company and the selling shareholder solely to cover over-allotments, if any. The Company hereby incorporates by reference into this Registration Statement the contents, in their entirety, of the Companys Registration Statement on Form S-3 (file no. 333-111342), that was declared effective by the Commission on February 4, 2004, including each of the documents the Company filed with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commissions account at Mellon Bank as soon as practicable (but no later than the close of business on February 5, 2004), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during the banks regular business hours no later than February 5, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Intevac, Inc. has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on the 5th day of February, 2004.
Intevac, Inc. | ||||||
By: | /s/ KEVIN FAIRBAIRN | |||||
|
||||||
Kevin Fairbairn | ||||||
President and Chief Executive Officer |
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/ KEVIN FAIRBAIRN | President, Chief Executive Officer and | |||
|
Director | February 5, 2004 | ||
(Kevin Fairbairn) | (Principal Executive Officer) | |||
*NORMAN H. POND | ||||
|
Chairman of the Board | February 5, 2004 | ||
(Norman H. Pond) | ||||
Vice President, Finance and | ||||
/s/ CHARLES B. EDDY | Administration, Chief Financial | |||
|
Officer Treasurer and Secretary | February 5, 2004 | ||
(Charles B. Eddy) | (Principal Financial and | |||
Accounting Officer) | ||||
*DAVID DURY | ||||
|
Director | February 5, 2004 | ||
(David Dury) | ||||
*DAVID N. LAMBETH | ||||
|
Director | February 5, 2004 | ||
(David N. Lambeth) | ||||
*ROBERT LEMOS | ||||
|
Director | February 5, 2004 | ||
(Robert Lemos) | ||||
*ARTHUR L. MONEY | ||||
|
Director | February 5, 2004 | ||
(Arthur L. Money) | ||||
By: /s/CHARLES B. EDDY III | ||||
|
||||
Charles B. Eddy III | Director | February 5, 2004 | ||
(Attorney-in-Fact) |
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INDEX TO EXHIBITS
Exhibit
Number
Exhibit Table
5.1
Opinion of Wilson Sonsini
Goodrich & Rosati, Professional Corporation
23.1
Consent of Counsel (included in
Exhibit 5.1)
23.2
Consent of Grant Thornton, LLP, independent
auditors
24.1
*
Power of Attorney
* | Incorporated by reference to Registration Statement on Form S-3 (File No. 333-111342) |
EXHIBIT 5.1
February 5, 2004
Intevac, Inc.
3560 Bassett Street
Santa Clara, California 95054
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We are acting as counsel to Intevac, Inc., a California corporation (the "Company"), in connection with the registration of 862,500 shares of Common Stock of the Company (the "Shares"), pursuant to a Registration Statement on Form S-3 (the "Registration Statement") to be filed on or about February 5, 2004 with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The Shares, which include 469,000 shares of Common Stock to be sold by the Company, 281,000 shares of Common Stock to be sold by the Selling Shareholder and an aggregate of 112,500 shares of Common Stock subject to an over-allotment option granted to the underwriters by the Company and the Selling Shareholder, are to be sold to the underwriters for sale to the public as described in the Registration Statement, as amended (file no. 333-111342), filed by the Company with the Commission and declared effective on February 4, 2004 (the "Initial Registration Statement" and together with the Registration Statement, the "Registration Statements").
As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares to be registered for sale have been duly authorized by the Company and, when issued, delivered and paid for in accordance with the terms of the underwriting agreement referred to in the Registration Statements and in accordance with the resolutions adopted by the Board of Directors of the Company, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statements, and we consent to the reference to our name under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statements.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI |
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our report dated January 29, 2003, accompanying the December 31, 2002 consolidated financial statements of Intevac, Inc., contained in the Registration Statement and Prospectus, and also contained in the 2002 Annual Report on Form 10-K incorporated by reference in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, the incorporation by reference of the aforementioned report in the Registration Statement and Prospectus and to the use of our name as it appears under the caption "Experts".
/s/ Grant Thornton LLP ---------------------- San Jose, California February 3, 2004 |