Aehr Test Systems – IPO: ‘S-1MEF’ on 8/15/97

As of:  Friday, 8/15/97   ·   Effective:  8/15/97   ·   Accession #:  912057-97-28148   ·   File #s:  333-28987, 333-33693

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Initial Public Offering (IPO):  Registration of Additional Securities   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1MEF      Registration of Additional Securities                  4     20K 
 2: EX-5.1      Opinion re: Legality                                   1      7K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 

S-1MEF   —   Registration of Additional Securities

S-1MEF
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As filed with the Securities and Exchange Commission on August 15, 1997.
                                                 Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
------------------------

AEHR TEST SYSTEMS 
(Exact name of Registrant as specified in its charter)

                                                                [Download Table]
                                                                              
       California                     3825                    94-2424084      
(State of incorporation)  (Primary Standard Industrial     (I.R.S. Employer   
                           Classification Code Number)  Identification Number)

1667 Plymouth Street
Mountain View, California 94043 
(415) 691-9400
(Address, including zip code, and telephone number, including 
area code, of Registrant's principal executive offices) 
------------------------

GARY L. LARSON
Vice President of Finance and Chief Financial Officer 
AEHR TEST SYSTEMS 
1667 Plymouth Street
Mountain View, California 94043 
(415) 691-9400
(Name, address, including zip code, and telephone number, including area code,
of agent for service) 
------------------------

COPIES TO:

                                                                [Download Table]
                                                                         
         MARIO M. ROSATI                        DENNIS C. SULLIVAN       
       MICHAEL J. DANAHER                          DAVID A. HUBB         
WILSON SONSINI GOODRICH & ROSATI           GRAY CARY WARE & FREIDENRICH  
    PROFESSIONAL CORPORATION                A PROFESSIONAL CORPORATION   
       650 PAGE MILL ROAD                       400 HAMILTON AVENUE      
PALO ALTO, CALIFORNIA 94304-1050         PALO ALTO, CALIFORNIA 94301-1825
         (415) 493-9300                           (415) 328-6561         

------------------------

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective
and the Underwriting Agreement is executed. 

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/ 333-28987           

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. / /                                                      

  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /                                             
------------------------

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

                                                                                          Proposed               
                                                                            Proposed       Maximum               
                                                            Amount           Maximum      Aggregate    Amount of 
                Title of Each Class of                       to be       Offering Price   Offering   Registration
              Securities to be Registered               Registered(1)(3)  Per Share(2)    Price(2)      Fee(3)   
                                                                                                                 
Common Stock, $0.01 par value per share................     345,000          $12.00      $4,140,000     $1,255   

(1)  Includes 45,000 shares issuable upon exercise of an option granted by the  
    Selling Shareholders to the Underwriters to cover over-allotments, if any.

(2)  Estimated solely for the purpose of computing the amount of the            
registration fee pursuant to Rule 457(a).                             

(3)  3,795,000 shares were registered under SEC File No. 333-28987, with respect
    to which a filing fee of $12,650 was previously paid to the Securities and
Exchange Commission.                                                  
------------------------

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration       
Statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the Registration Statement shall become     
effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.                                                                  

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EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

  This registration statement relates to the public offering of Common Stock
of Aehr Test Systems contemplated by a Registration Statement on Form S-1,      
Securities and Exchange Commission File No. 333-28987 (the "Prior Registration  
Statement") and is filed solely to increase the number of shares to be offered  
in such offering by 300,000 shares plus up to 45,000 shares that may be sold    
pursuant to the Underwriters' over-allotment option. The contents of the Prior  
Registration Statement are hereby incorporated by reference.                    

CERTIFICATION 

 The Company hereby certifies to the Commission that it has instructed its
bank to pay the Commission the filing fee of $1,255 for the additional          
securities being registered hereby as soon as practicable (but in any event no  
later than the close of business on August 18, 1997); that it will not revoke   
such instructions; that it has sufficient funds in the relevant account to cover
the amount of the filing fee; and that it undertakes to confirm receipt of such 
instructions by the bank on August 18, 1997.                                    

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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its      
behalf by the undersigned, thereunto duly authorized, in the City of Mountain   
View, State of California, on this 15th day of August, 1997.                    

 AEHR TEST SYSTEMS

                   By:             /s/ RHEA J. POSEDEL
                                   -----------------------------------------
                                   Rhea J. Posedel
                                    PRESIDENT, CHIEF EXECUTIVE OFFICER AND
                                    CHAIRMAN
                                   OF THE BOARD OF DIRECTORS

    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/ RHEA J. POSEDEL        President, Chief Executive     August 15, 1997
------------------------------  Officer and Chairman of the                     
Rhea J. Posedel          Board of Directors                       
    (Principal Executive
Officer)        

    /s/ GARY L. LARSON        Vice President of Finance      August 15, 1997
------------------------------  and Chief Financial Officer                     
Gary L. Larson          (Principal Financial and                
   Accounting Officer)

 /s/ WILLIAM W. R. ELDER*     Director                       August 15, 1997
------------------------------                                                  
William W. R. Elder                                                   

   /s/ MARIO M. ROSATI*       Director                       August 15, 1997
------------------------------                                                  
Mario M. Rosati                                                   

   /s/ DAVID TORRESDAL*       Director                       August 15, 1997
------------------------------                                                  
David Torresdal                                                   

  /s/ KATSUJI TSUTSUMI*       Director                       August 15, 1997
------------------------------                                                  
Katsuji Tsutsumi                                                  

*By:     /s/ RHEA J. POSEDEL                                                    
-------------------------                                           
Rhea J. Posedel                                           
ATTORNEY-IN-FACT                                            

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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT                                                                          
NUMBER                                DESCRIPTION                                
------ --------------------------------------------------------------------------
                                                                                 
  5.1  Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.    
 23.1  Consent of Independent Accountants.                                       
 23.2  Consent of Counsel (included in Exhibit 5.1).                             
 24.1* Power of Attorney.                                                        

------------------------                                                        

*   Incorporated by reference from the Prior Registration Satement on Form S-1  
(File No. 333-28987) filed on June 11, 1997.                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1MEF’ Filing		Date		First		Last			Other Filings
		8/19/97
		8/18/97		2
Filed on / Effective on:		8/15/97		1		3			424B3
		6/11/97		4					S-1
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