截至1998年12月4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) 特拉华州04-2564110 - - - - - - - - - - - - - - - - - - 是 ----------------(State of incorporation) (I.R.S. Employer Identification No.) 160 RIO ROBLES San Jose，加利福尼亚州95134（包括主要行政办公室的地址，包括邮政编码）----------------------------------------外部董事选项计划（全职职称在计划中）---------------------------李利亚贝瑞副总裁Kla-Tencor Corporation160 Rio Robles San Jose，加利福尼亚州95134（名称和服务代理地址）（408）875-4200（包括服务代理的电话号码）-------------------副本到：朱迪思米·布莱恩，ESQ。Wilson Sonsini Goodrich＆Rosati Professional Corporation 650 Page Mill Road Palo Alto，加利福尼亚州94304

======================================================================================================================注册费的计算======================================================================================================================提出的最大建议最大标题的证券金额提供价格总额每股注册（1）提供价格（1）注册费 - - - - - - - - - - - ---------------------------------------------------------------------------------------------------------------------- 常见的股票，$ .001议程价值根据1998年新保留，董事备选方案计划1,000,000 $ 35.50 $ 35,500,000.00 $ 10,757.58

--------（1）根据第457（C）和第457（H）规定的1933年“证券法”（“证券法”）（“证券法”）估计，拟议的每股最高发行价格估计）仅是为了计算注册费，基于1998年11月30日纳斯达克国家市场系统报告的注册人股票的平均值。注册表项所需的第二部分信息3。通过引用纳入文档。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1998年6月30日止1998年6月30日的财政年度形式10-k的年度报告及修正案。根据1934年的“交流法”第13（A）条（“交流法”），根据“证券交易法”第13（a）条（“交流法”）;（b）注册人于1998年9月30日（文件编号000-09922），与1998年11月17日联系本公司年度会议;beplay官网ued（c）注册人截至1998年9月30日截至1998年9月30日（000-09992）财政季度的季度报告（000-09992），根据“交流法”第13（a）条提交;（d）根据“交流法”第12（g）条，注册人于1989年3月29日（000-09992号文件编号）提出的注册声明中提出的注册声明中规定的注册声明的普通股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。项目4.证券描述。根据“交流法”第12条注册要提供的证券。项目5.被命名专家和律师的利益。 Not applicable. 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 II-1 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 Not applicable. 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 San Jose, State of California, on December 4, 1998. KLA-TENCOR CORPORATION By: /s/ Kenneth Levy ------------------------------------- Kenneth Levy, Chief Executive Officer 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.

签名标题日期----------- ---- / S / Kenneth Levy首席执行官和1998年12月4日的总监 - - - - - - - - - - - - - - - - - ---------（校长 - 执行- officer）Kenneth Levy / S / Jon D. Tompkins董事会主席和1998年12月4日12月4日 - - - - - - ----- Jon D. Tompkins / S / Kenneth L. Schroeder总裁1998年12月4日的首席运营官 - - - - - - - - ------- and Director Kenneth L. Schroeder /s/ Robert J. Boehlke Executive Vice President and Chief December 4, 1998 - ------------------------------- Financial Officer (Principal Robert J. Boehlke Financial and Accounting Officer) /s/ James W. Bagley Director December 4, 1998 - ------------------------------- James W. Bagley /s/ Edward W. Barnholt Director December 4, 1998 - ------------------------------- Edward W. Barnholt /s/ Leo J. Chamberlain Director December 4, 1998 - ------------------------------- Leo J. Chamberlain /s/ Richard J. Elkus, Jr. Director December 4, 1998 - ------------------------------- Richard J. Elkus, Jr. /s/ Dean O. Morton Director December 4, 1998 - ------------------------------- Dean O. Morton /s/ Samuel Rubinovitz Director December 4, 1998 - ------------------------------- Samuel Rubinovitz /s/ Dag Tellefsen Director December 4, 1998 - ------------------------------- Dag Tellefsen /s/ Lida Urbanek Director December 4, 1998 - ------------------------------- Lida Urbanek

II-4 KLA-Tencor Corporation关于表格S-8指数的登记陈述

展览号码描述 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ------------------------- 5.1意见Re：1998年1998年董事备选方案计划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-4页）

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