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截至1997年7月31日的证券交易委员会注册号333- ===============================================================================证券和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) ---------------------- 1982 STOCK OPTION PLAN (Full Titles of the Plans) ---------------------- LISA C. BERRY VICE PRESIDENT, GENERAL COUNSEL KLA INSTRUMENTS CORPORATION 160 Rio Robles San Jose, CA 95134 (Name and address of agent for service) (408) 468-4200 (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

________________________（1）根据1933年“证券法”规定的第457（H）规定，按照“证券法”）根据平均值计算登记费，拟议的第457（H）条估计，拟议的每股最高发行价格估计。1997年7月29日在纳斯达克全国市场报告的注册人股票的高价和低价之间。注册表项中所需的第二部分信息3.通过参考纳入文件。KLA-Tencor Corporation（“注册人”或“公司”）在此注册声明中纳入其中以下文件beplay官网ued：（a）注册人于1996年6月30日止次截至1996年6月30日止核算年度的21岁的年度报告（档案根据修订的（“交流法”第13（A）条第13（a）条，根据1934年的“证券交易所”第13（a）条（“交流法”）。（b）自上文（a）中提到的最新财政年度结束以来，根据“交流法”第13（a）或15（d）条提交的所有其他报告。（c）注册人在1989年3月29日至1989年3月29日（000-09922号文件编号00）申请的注册声明中提出的注册声明中规定的注册声明书的描述以及向证券和交换委员会提交的任何修正案或报告，以便更新此类描述，包括1995年9月25日提交的第1号修正案第1号和第2号修正案，1996年9月24日提交的第8号修正案。在提交本登记声明的后有效修正案之前，根据“汇报法”第13（a），13（c），14和15（d）条提交的所有文件，所述注册法案介绍该登记声明的后期修正案特此已售出的证券已售出或将所有证券所有未售出的证券销售，应被视为在本次登记陈述中通过引用纳入并从提交此类文件之日起是一部分。项目4.证券描述。根据“交流法”第12条注册要提供的证券。 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Inapplicable. 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 II-1 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. 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. II-2 (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 Milpitas, State of California, on July 31, 1997. KLA-TENCOR CORPORATION By: /s/ LISA C. BERRY ----------------------------- Lisa C. Berry, Vice President and 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 Lisa C. Berry, 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.

II-5 KLA Instruments公司登记声明表格S-8索引表展览展览编号描述 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ---------------------------- 4.1 *结资证明，修改。4.2 **注册人的章程，如修订。4.3 ***截至1995年8月30日的注册人与波士顿第一个国家银行作为权利代理人的修订和重述权利协议。5.1意见Re：合法化10.74+重述1982年股票期权计划，如1996年11月18日修订.23.1律师的同意（包括在展览5.1）23.2独立会计师的同意24.1律师的权力（参见第II-5）_______________________________ *通过参考1997年3月11日的展会3.1向注册人的注册声明，1997年3月11日的“委员会第333-23075号委员会第333-23075号”）。**通过参考1997年5月8日的“注册人”第S-8展会的注册声明“展会，于1997年5月8日（委员会档案号333-26681）。***通过参考注册人关于表格8-A / A修正案1号文件的报告，于1996年9月24日提交的佣金号000-9992）。1997年3月7日，参考书处展示了向注册人的注册声明的展览10.74。（委员会第333-22941号委员会第333-22941号）II-6