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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000912057-01-526296.txt : 20010804
<SEC-HEADER>0000912057-01-526296.hdr.sgml : 20010804
ACCESSION NUMBER:		0000912057-01-526296
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20010802
EFFECTIVENESS DATE:		20010802

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VEECO INSTRUMENTS INC
		CENTRAL INDEX KEY:			0000103145
		STANDARD INDUSTRIAL CLASSIFICATION:	SPECIAL INDUSTRY MACHINERY, NEC [3559]
		IRS NUMBER:				112989601
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-66574
		FILM NUMBER:		1696164

	BUSINESS ADDRESS:	
		STREET 1:		TERMINAL DR
		CITY:			PLAINVIEW
		STATE:			NY
		ZIP:			11803
		BUSINESS PHONE:		5163498300

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VACUUM ELECTRONIC MANUFACTURING CORP
		DATE OF NAME CHANGE:	19700408
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a2055696zs-8.txt
<DESCRIPTION>FORM S-8
<TEXT>
<Page>

     As filed with the Securities and Exchange Commission on August 2, 2001
- --------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      -------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                      -------------------------------------

                             VEECO INSTRUMENTS INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                        11-2989601
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                  Identification No.)

                             100 Sunnyside Boulevard
                            Woodbury, New York 11797
               (Address of Principal Executive Offices) (ZIP Code)
                      -------------------------------------

                             Veeco Instruments Inc.
                             2000 Stock Option Plan

                             Veeco Instruments Inc.
                2000 Stock Option Plan for Non-Officer Employees

                            (Full title of the plans)
                      -------------------------------------

                               Gregory A. Robbins
                       Vice President and General Counsel

                             Veeco Instruments Inc.
                             100 Sunnyside Boulevard
                            Woodbury, New York 11797
                     (Name and address of agent for service)

                                 (516) 677-0200
          (Telephone number, including area code, of agent for service)
                      -------------------------------------

                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>

==================================================================================
  Title of Each     Amount to be      Proposed       Proposed       Amount of
     Class of        Registered       Maximum        Maximum    Registration Fee
 Securities to be                  Offering Price   Aggregate
    Registered                     Per Share (1)     Offering
                                                     Price (1)
- ----------------------------------------------------------------------------------
<S>                <C>                <C>          <C>               <C>
Common Stock,      1,470,000 (2)      $39.095      $57,469,650       $15,172
$0.01 par value
==================================================================================
</Table>

(1) An estimate, based on the average of the high and low prices as of July 26,
2001 as determined in accordance with Rule 457(c) and (h) under the Securities
Act of 1933, has been made solely for the purpose of calculating the
registration fee relating to the 1,470,000 shares of Common Stock to be
registered hereunder and subsequently offered at prices computed upon the basis
of fluctuating market prices.

(2) Represents an additional 950,000 shares of Common Stock issuable pursuant to
the Veeco Instruments Inc. 2000 Stock Option Plan (the "2000 Plan") and an
additional 520,000 shares of Common Stock issuable pursuant to the Veeco
Instruments Inc. 2000 Stock Option Plan for Non-Officer Employees (the "2000
Non-Officer Plan"). 1,250,000 shares of Common Stock issuable pursuant to the
2000 Plan were previously registered pursuant to the registrant's Registration
Statement on Form S-8, File Number 333-39156, filed on June 13, 2000. 150,000
shares of Common Stock issuable pursuant to the 2000 Non-Officer Plan were
previously registered pursuant to the registrant's Registration Statement on
Form S-8, File Number 333-49476, filed on November 7, 2000. This registration
statement also relates to such indeterminate number of additional shares of
Common Stock of Veeco Instruments Inc. as may be issuable as a result of stock
splits, stock dividends or additional similar transactions.

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

<Page>

Pursuant to General Instruction E to Form S-8, this registration statement on
Form S-8 registers the offer and sale of an additional 950,000 shares of Common
Stock for issuance under the 2000 Plan and an additional 520,000 shares of
Common Stock for issuance under the 2000 Non-Officer Plan. The contents of the
prior registration statement for the 2000 Plan, File Number 333-39156, filed on
June 13, 2000, and the contents of the prior registration statement for the 2000
Non-Officer Plan, File Number 333-49476, filed on November 7, 2000, are hereby
incorporated by reference.

Item 8.  Exhibits

4.1   Amendment No. 1 dated May 11, 2001 to the Veeco Instruments Inc. 2000
      Stock Option Plan.

4.2   Amendment No. 1 dated July 26, 2001 to the Veeco Instruments Inc. 2000
      Stock Option Plan for Non-Officer Employees.

5.1   Opinion of Gregory A. Robbins as to the legality of shares of Common Stock
      being registered

23.1  Consent of Ernst & Young LLP

23.2  PriceWaterhouseCoopers LLP

23.3  Consent of Gregory A. Robbins (included in the opinion filed as Exhibit
      5.1)

24.1  Power of Attorney (included on the signature pages hereof)




<Page>



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Plainview, New York, on August 2, 2001.

                              Veeco Instruments Inc.

                              By:  /s/ Edward H. Braun
                                 -----------------------
                              Name:  Edward H. Braun
                              Title: Chairman, Chief Executive Officer and
                                     President


                                POWER OF ATTORNEY

      Each of the undersigned, in the capacities relative to the registrant
stated below, hereby appoints Edward H. Braun, John F. Rein, Jr. and Gregory A.
Robbins, and each of them acting individually, his true and lawful
attorneys-in-fact, with full power of substitution, to sign and file with the
Securities and Exchange Commission this registration statement and any and all
amendments, including post-effective amendments, to this registration statement.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement and power of attorney has been signed by the following
persons in the capacities indicated on August 2, 2001.

SIGNATURES                                 CAPACITY

/s/ Edward H. Braun                        Director, Chairman and Chief
- ---------------------------------------    Executive Officer (principal
Edward H. Braun                            executive officer)


/s/ John F. Rein, Jr.                      Executive Vice President, Chief
- ---------------------------------------    Financial Officer and Secretary
John F. Rein, Jr.                          (principal financial officer)


/s/ John P. Kiernan                        Vice President--Finance and
- ---------------------------------------    Corporate Controller (Principal
John P. Kiernan                            Accounting Officer)


/s/ Richard A. D'Amore                     Director
- ---------------------------------------
Richard A. D'Amore




<Page>


/s/ Joel A. Elftmann                       Director
- ---------------------------------------
Joel A. Elftmann


/s/ Heinz K. Fridrich                      Director
- ---------------------------------------
Heinz K. Fridrich


/s/ Douglas A. Kingsley                    Director
- ---------------------------------------
Douglas A. Kingsley


/s/ Dr. Paul R. Low                        Director
- ---------------------------------------
Dr. Paul R. Low


/s/ Roger D. McDaniel                      Director
- ---------------------------------------
Roger D. McDaniel


/s/ Irwin H. Pfister                       Director
- ---------------------------------------
Irwin H. Pfister


/s/ Walter J. Scherr                       Director
- ---------------------------------------
Walter J. Scherr


<Page>



                                INDEX TO EXHIBITS

4.1   Amendment No. 1 dated May 11, 2001 to the Veeco Instruments Inc. 2000
      Stock Option Plan.

4.2   Amendment No. 1 dated July 26, 2001 to the Veeco Instruments Inc. 2000
      Stock Option Plan for Non-Officer Employees.

5.1   Opinion of Gregory A. Robbins as to the legality of shares of Common Stock
      being registered

23.1  Consent of Ernst & Young LLP

23.2  PriceWaterhouseCoopers LLP

23.3  Consent of Gregory A. Robbins (included in the opinion filed as Exhibit
      5.1)

24.1  Power of Attorney (included on the signature pages hereof)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>a2055696zex-4_1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>
<Page>

                                                                     EXHIBIT 4.1

                               AMENDMENT NO. 1 TO
                             VEECO INSTRUMENTS INC.
                             2000 STOCK OPTION PLAN

                             Effective May 11, 2001

      Section 5(a) of the Veeco Instruments Inc. 2000 Stock Option Plan (the
"2000 Plan") is hereby amended to read, in its entirety, as follows:

            5.    GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN

                  The Committee may, from time to time, grant Options to one or
            more Eligible Persons; provided, however, that:

                  (a) Subject to Section 9, the aggregate number of shares of
            Stock in respect of which Options may be granted under the Plan
            shall not exceed 2,200,000;

      A new paragraph (c) is hereby added to Section 12 of the 2000 Plan to read
as follows:

                  (c) REPRICING. Notwithstanding any other provision of this
            Plan, no amendment or modification of the Plan or of any Stock
            Option Agreement may lower the exercise price of a previously
            granted award, nor may the Board, the Committee or the Company
            cancel and regrant an Option with the effect of repricing an Option,
            without in either case shareholder approval.

                                    * * * * *

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>a2055696zex-4_2.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>
<Page>

                                                                     EXHIBIT 4.2

                               AMENDMENT NO. 1 TO
                             VEECO INSTRUMENTS INC.
                2000 STOCK OPTION PLAN FOR NON-OFFICER EMPLOYEES

                             Effective July 26, 2001

      Section 5(a) of the Veeco Instruments Inc. 2000 Stock Option Plan for
Non-Officer Employees (the "2000 Non-Officer Plan") is hereby amended to read,
in its entirety, as follows:

            5.    GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN

                  The Committee may, from time to time, grant Options to one or
            more Eligible Persons; provided, however, that:

                  (a) Subject to Section 9, the aggregate number of shares of
            Stock in respect of which Options may be granted under the Plan
            shall not exceed 670,000;

      A new paragraph (c) is hereby added to Section 12 of the 2000 Non-Officer
Plan to read as follows:

                  (c) REPRICING. Notwithstanding any other provision of this
            Plan, no amendment or modification of the Plan or of any Stock
            Option Agreement may lower the exercise price of a previously
            granted award, nor may the Board, the Committee or the Company
            cancel and regrant an Option with the effect of repricing an Option,
            without in either case shareholder approval.

                                    * * * * *

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>a2055696zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<Page>

                                                                     EXHIBIT 5.1

                             VEECO INSTRUMENTS INC.
                             100 Sunnyside Boulevard
                               Woodbury, NY 11797


August 2, 2001

Veeco Instruments Inc.
Terminal Drive
Plainview, New York 11803

Ladies and Gentlemen:

I am Vice President and General Counsel of Veeco Instruments Inc., a Delaware
corporation (the "Company"), and in such capacity I have acted as counsel to the
Company in connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations promulgated thereunder (the "Rules"). The Registration
Statement covers 1,470,000 shares (the "Shares"), par value $0.01 per share of
common stock ("Common Stock") of the Company, of which 950,000 Shares are to be
issued pursuant to the Company's 2000 Stock Option Plan, as amended (the "2000
Plan"), and 520,000 Shares are to be issued pursuant to the Company's 2000 Stock
Option Plan for Non-Officer Employees, as amended (the "2000 Non-Officer Plan"
and, together with the 2000 Plan, the "Plans").

In that connection, I have reviewed copies of the Company's certificate of
incorporation, its bylaws, resolutions of its board of directors, the
Registration Statement, the Plans and such other documents as I have deemed
appropriate. On the basis of such review, and having regard to legal
considerations I deem relevant, I am of the opinion that the Shares have been
duly authorized for issuance and that the Shares, when issued and delivered by
the Company and paid for in accordance with the terms and provisions of the
Plans, will be validly issued, fully paid and nonassessable.

I am admitted to practice law in the State of New York and, as such, the opinion
set forth above is based as to matters of law solely on applicable provisions of
the General Corporation Law of the State of Delaware and I express no opinion as
to any other laws, statutes, ordinances, rules or regulations. I hereby consent
to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, I do not thereby admit that I am in the category of persons
whose consent is required by the Act or the Rules.

Sincerely,

/s/ Gregory A. Robbins

Gregory A. Robbins
Vice President and General Counsel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>6
<FILENAME>a2055696zex-23_1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<Page>

                                                                    EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) of our report dated February 5, 2001, with respect to the consolidated
financial statements and schedule of Veeco Instruments Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the
Securities and Exchange Commission.

                                          /s/ Ernst & Young LLP

Melville, New York
August 1, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>7
<FILENAME>a2055696zex-23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
<Page>

                                                                    EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Veeco Instruments Inc. of our report dated October 19,
1999 relating to the financial statements of CVC, Inc., which appears in Veeco
Instruments Inc.'s Annual Report on Form 10-K for the year ended December 31,
2000.

/s/ PricewaterhouseCoopers LLP

Rochester, New York
July 31, 2001

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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