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As filed with the Securities and Exchange Commission on February 11, 2005

Registration No. 333-____
 
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
the Securities Exchange Act of 1933

FSI International, Inc.

(Exact name of registrant as specified in its charter)
     
Minnesota   41-1223238
(State or other jurisdiction)   (IRS Employer
of incorporation   Identification No.)
 
     
3455 Lyman Boulevard    
Chaska, Minnesota   55318
 
(Address of principal executive offices)   (Zip Code)

FSI INTERNATIONAL, INC. 1997 OMNIBUS STOCK PLAN
AND

FSI INTERNATIONAL, INC. EMPLOYEES STOCK PURCHASE PLAN
(Full title of the plans)

DONALD S. MITCHELL
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
FSI INTERNATIONAL, INC.
3455 LYMAN BOULEVARD
CHASKA, MINNESOTA 55318

(Name and address of agent for service)

(952) 448-5440

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

                                 
                           
                           
                           
Title of
Securities to be
Registered		     Amount to be
Registered (1)		     Proposed
Maximum
Offering Price
Per Share (2)		     Proposed
Maximum
Aggregate
Offering Price (2)		     Amount of
Registration Fee		  
Common Stock,
        550,000                            
no par value
 Shares $ 4.52       $ 2,486,000     $ 293  
     
(1)
  This Registration Statement relates to an additional 300,000 shares to be offered under the registrant’s 1997 Omnibus Stock Plan, for which 4,800,000 shares of Common Stock were registered under Registration Statements on Form S-8 (Nos. 333-30675, 333-50991, 333-96275, 333-61164, 333-104088 and 333-113735), and an additional 250,000 shares of Common Stock to be offered under the registrant’s Employees Stock Purchase Plan, for which 2,550,000 shares were registered under Registration Statements on Form S-8 (Nos. 33-33647, 33-39920, 33-46296, 33-77852, 333-19677, 333-50991, 333-96275, 333-61164, 333-104088 and 333-113735).
     
(2)
  Estimated solely for the purpose of the registration fee under Rules 457(c) and (h) he Securities Act of 1933, based on the average of the high and low sale prices per share of the registrant’s Common Stock on February 7, 2005 as reported on the Nasdaq National Market

 
 

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SIGNATURES
INDEX TO EXHIBITS
Opinion/Consent of Faegre & Benson LLP
Consent of KPMG LLP
Powers of Attorney of Directors and Officers
1997 Omnibus Stock Plan as Amended and Restated
Employees Stock Purchase Plan as Amended and Restated

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 300,000 shares of the registrant’s Common Stock to be issued pursuant to the registrant’s 1997 Omnibus Stock Plan and 250,000 shares of the registrant’s Common Stock to be issued pursuant to the registrant’s Employees Stock Purchase Plan. There are incorporated in this Registration Statement by reference the contents of the registrant’s Registration Statements on Form S-8 (Nos. 33-33647, 33-39920, 33-46296, 33-77852, 333-19677, 333-30675, 333-50991, 333-96275, 333-61164, 333-104088 and 333-113735) related to the plans and amendments thereof, previously filed with the SEC.

EXHIBITS

       
Exhibit   Description
5         Opinion of Faegre & Benson LLP.
23.1     Consent of Faegre & Benson LLP (included in Exhibit 5).
23.2     Consent of KPMG LLP.
24        Powers of Attorney of directors and officers.
99.1     FSI International, Inc. 1997 Omnibus Stock Plan, as amended and restated.
99.2     FSI International, Inc. Employees Stock Purchase Plan, as amended and restated.

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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 Chaska, State of Minnesota, on February 11, 2005.

           
    FSI INTERNATIONAL, INC.
 
        
  By   /s/ Donald S. Mitchell
     
      Donald S. Mitchell
Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on February 11, 2005 by the following persons in the capacities indicated:

     
/s/ Donald S.Mitchell
Donald S.Mitchell		   Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Patricia M.Hollister
Patricia M.Hollister		   Chief Financial Officer
(Principal Financial and Accounting Officer)
     
James A. Bernards
    
Terrence W. Glarner
    
Willem D. Maris
  A Majority of the Board of Directors*
Donald S. Mitchell
Krishnamurthy Rajagopal
    

*   Patricia M. Hollister, by signing her name hereto, hereby signs this document on behalf of each of the above-named officers or directors of FSI International, Inc. pursuant to powers of attorney duly executed by those persons.
         
     
  /s/ Patricia M. Hollister    
  Patricia M. Hollister   
  Attorney-in-Fact   

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INDEX TO EXHIBITS

         
Exhibit   Description    
5
  Opinion of Faegre & Benson LLP   Filed Electronically
23.1
  Consent of Faegre & Benson LLP (included in Exhibit 5)    
23.2
  Consent of KPMG LLP   Filed Electronically
24
  Powers of Attorney of directors and officers   Filed Electronically
99.1
  FSI International, Inc. 1997 Omnibus Stock Plan, as amended and restated   Filed Electronically
99.2
  FSI International, Inc. Employees Stock Purchase Plan, as amended and restated   Filed Electronically

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