As filed with the Securities and Exchange Commission on November 13, 2000 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- KLA-TENCOR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-2564110 ------------ -------------- (State of incorporation) (I.R.S. Employer Identification No.) 160 Rio Robles San Jose, CA 95134 (Address, including zip code, of principal executive offices) --------------- RESTATED 1982 STOCK OPTION PLAN 1997 EMPLOYEE STOCK PURCHASE PLAN (Full Titles of the Plans) --------------- STUART J. NICHOLS VICE PRESIDENT, GENERAL COUNSEL KLA-TENCOR CORPORATION 160 Rio Robles San Jose, CA 95134 (Name and address of agent for service) (408) 875-4200 (Telephone number, including area code, of agent for service) --------------- Copy to: JUDITH M. O'BRIEN, ESQ. WILSON SONSINI GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Amount of Title of Securities to be Registered Amount to be Offering Price Per Aggregate Offering Registration Registered(1) Share Price Fee(4) - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $.001 par value, to be issued 5,616,391 $27.125 (2) $152,344,605.88 $40,218.98 under the Restated 1982 Stock Option Plan Common Stock, $.001 par value, to be issued 1,500,000 $23.05625(3) $ 34,584,375.00 $ 9,130.28 under the 1997 Employee Stock Purchase Plan Total: 7,116,391 $186,928,980.88 $49,349.25

- - - - - - - - - - - - - - （1）按照1933年证券法的第457（H）规则457（h）的证券金额，如修订，作为注册人普通股发达的最大数量根据本登记声明所涵盖的计划。（2）根据证券的第457（c）条估计，仅用于根据纳斯达克全国市场在11月份报告的普通股的平均值计算注册费用10,2000.（3）根据证券的第457（c）条估计，仅用于计算注册费基于每股普通股平均的85％的平均值，如报告的普通股在2000年11月10日的纳斯达克全国市场上。（4）根据“证券法”第6（B）条计算注册费，规定该费用为每1,000,000美元的拟议最大总额提供264美元证券建议登记。注册声明项所需的第二部分信息3.通过引用纳入文件。Kla-Tencor Corporation（“注册人”或“公司”）在此注册声明中纳入了以下文件：beplay官网ued（a）注册人关于截至2000年6月30日的财政年度的“成交年度”10-K的年度报告（文件编号。000-09992）根据1934年的“证券交易所”第13（a）条（“交流法”）;（b）注册人在1997年10月10日，与1998年11月17日联系本公司股东年会联系;beplay官网ued（c）1999年8月13日提交了“证券交易委员会”证券交易委员会委员会的股份声明，于1999年8月13日在“重述1982年股票期权计划”（文件号333-85123）（D）申请表格中注册陈述 with the Securities and Exchange Commission on August 7, 1998 registering shares under the Restated 1982 Stock Option Plan (File No. 333-60887). (e) Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 4, 1998 registering shares under the 1997 Employee Stock Purchase Plan (File No. 333-68415). (f) The description of the Registrant's Common Stock as set forth in the Registration Statement filed by the Registrant on Form 8-A on March 29, 1989 (File No. 000-09992) pursuant to Section 12(g) of the Exchange Act and any amendments or reports thereto filed with the Securities and Exchange Commission for the purpose of updating such description including Amendment No. 1 to Form 8-A filed September 25, 1995 and Amendment No. 2 to Form 8-A filed September 24, 1996. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. II-1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides in relevant part that "[a] corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful." With respect to derivative actions, Section 145(b) of the DGCL provides in relevant part that "[a] corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor...[by reason of his service in one of the capacities specified in the preceding sentence] against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper." The Company's Amended and Restated Certificate of Incorporation provides that to the fullest extent permitted by the DGCL, no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. The Amended and Restated Certificate of Incorporation also provides that no amendment or repeal of such provision shall apply to or have any effect on the right to indemnification permitted thereunder with respect to claims arising from acts or omissions occurring in whole or in part before the effective date of such amendment or repeal whether asserted before or after such amendment or repeal. The Company's Bylaws provide that the Company shall indemnify to the full extent permitted by the DGCL each of its directors, officers, employees and other agents against expenses actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the Company. The Company has entered into indemnification agreements with its directors and executive officers and intends to enter into indemnification agreements with any new directors and executive officers in the future. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable. II-2 ITEM 8. EXHIBITS See Exhibit Index. ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 the City of San Jose, State of California, on November 13, 2000. KLA-TENCOR CORPORATION By: /s/ Stuart J. Nichols --------------------- Stuart J. Nichols, Vice President, General Counsel II-4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth Levy and Stuart J. Nichols, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this Registration Statement on Form S-8 and to perform any acts necessary in order to file such amendments, and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, or their or his or her substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date --------- ----- ---- /s/ Kenneth Levy Chairman of the Board and Director November 13, 2000 - --------------------------------------- Kenneth Levy /s/ Kenneth L. Schroeder President, Chief Executive Officer November 13, 2000 - --------------------------------------- and Director Kenneth L. Schroeder (Principal Executive Officer) /s/ John H. Kispert Chief Financial Officer November 13, 2000 - --------------------------------------- (Principal Financial and John H. Kispert Accounting Officer) /s/ Edward W. Barnholt Director November 13, 2000 - --------------------------------------- Edward W. Barnholt /s/ H. Raymond Bingham Director November 13, 2000 - --------------------------------------- H. Raymond Bingham /s/ Robert T. Bond Director November 13, 2000 - --------------------------------------- Robert T. Bond /s/ Richard J. Elkus, Jr. Director November 13, 2000 - --------------------------------------- Richard J. Elkus, Jr. /s/ Dean O. Morton Director November 13, 2000 - --------------------------------------- Dean O. Morton /s/ Jon D. Tompkins Director November 13, 2000 - --------------------------------------- Jon D. Tompkins /s/ Lida Urbanek Director November 13, 2000 - --------------------------------------- Lida Urbanek

II-5 KLA-TENCOR公司注册声明ON FORM S-8 INDEX TO EXHIBITS

展览数量描述 - ------- ----------- 4.1* Certificate of Incorporation, as amended. 4.2** Bylaws of the Registrant, as amended. 4.3*** Amended and Restated Rights Agreement dated as of August 30, 1995 between the Registrant and The First National Bank of Boston, as Rights Agent. 5.1 Opinion re: legality 10.12+ 1997 Employee Stock Purchase Plan 10.74++ Restated 1982 Stock Option Plan, as amended on November 18, 1996. 23.1 Consent of Independent Accountants 23.2 Consent of Counsel (included in Exhibit 5.1) 24.1 Power of Attorney (see Page II-5)

* Incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-4, dated March 11, 1997 (Commission File No. 333-23075). ** Incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8, dated May 8, 1997 (Commission File No. 333-26681). *** Incorporated by reference to the Registrant's report on Form 8-A/A Amendment No. 1 to the Registration Statement on Form 8-A (filed September 24, 1996, Commission File No. 000-9992). + Incorporated by reference to Exhibit 10.2 to the Registrant's Registration Statement on Form S-8, dated January 30, 1998 (Commission File No. 333-45271). ++ Incorporated by reference to Exhibit 10.74 to the Registrant's Registration Statement on Form S-8, dated March 7, 1997. (Commission File No. 333-22941)