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Fenwick Helps Lexar Through Picture-Perfect Stock Offering

December 19, 2002

Jason Dearen
The Recorder

Attorneys in the Palo Alto office of Fenwick & West represented Fremont-based Lexar Media Inc. in a $25.8 million public offering of 4.3 million shares.

Lawyers in the Palo Alto office of Skadden, Arps, Slate Meagher & Flom represented SG Cowen Securities Corp., lead underwriter in the deal.

Lexar, a maker of "digital film"—the memory banks used in digital cameras—offered the stock under a shelf registration statement that had been declared effective by the SEC in July. The stock was issued at $6 per share.

Shelf registration helped Lexar comply with SEC regulations prior to its public offering, which allowed the company to complete the deal quickly when the market stabilized.

"This shows the value of a shelf registration," said Dennis DeBroeck, the lead partner on the deal at Fenwick. "The company filed [the shelf registration] early in the year. It allowed them to access the market on a very timely basis, literally completing the transaction in days."

In addition, said Thomas Ivey, the lead partner for Skadden, shelf registration allows the issuer to go through the registration process when it's convenient for them.

Lexar's stock price has risen slightly since the offering, making the offering a success. "It's nice to go into the new year with some momentum," Ivey said.

Fenwick senior associate Scott Leichtner and associates Larissa Cochron and Melissa Trousdale and Andrew Schultheis worked on the deal. Partner Robert Freedman also worked on the deal out of the firm's Boise, Idaho, office.

In addition to Ivey at Skadden, Palo Alto-based corporate associates Scott Joachim, Andrew Orr, Robert Beyers and Joshua Walker and Boston-based corporate partner Louis Goodman worked on the deal.

Lawyers in the San Francisco and Palo Alto offices of Brobeck, Phleger & Harrison represented Fremont-based Credence Systems Corp. in its acquisition of Optonics Inc., a Mountain View-based company. Attorneys in the Palo Alto office of Wilson Sonsini Goodrich & Rosati represented Optonics in the transaction.

The all-stock transaction for approximately 2 million Credence shares is worth between $15 million and $20 million.

Credence Systems is a provider of test equipment used in the manufacture of semiconductors. Optonics makes optical-based diagnostic devices used in making semiconductors.

"It was a deal with a tight time frame and all parties worked really well with each other to get it done," said Evan Sloves, a corporate associate who worked on the deal. "This enables Credence to expand its portfolio of design-to-production test solutions."

The deal is subject to closing conditions, including approval by Optonics' shareholders.

Warren Lazarow is the partner that led the Brobeck team out of the East Palo Alto office. In addition, partners William Chuang, S. James DiBernardo, and Roburt Waldow; and associates Paul Sieben, Robert Rugani Jr., Yi-An Chen and Navin Rao worked out of East Palo Alto. In San Francisco, tax partner Mark Boxer and tax associates Heather Brookfield and Virginia Perkins worked on the deal.

Partner Steven Bochner led the deal for Wilson Sonsini out of the firm's Palo Alto office. Associates Eric Finseth, Nathaniel Gallon and Rachel Proffitt also worked on the deal.