Intevac (IVAC) S-8Registration of securities for employees

The securities to be registered include rights to acquire Common Stock.

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “1933 Act”),this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the 2020 Plan or the ESPP being registered pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

Represents (i) 2,700,000 shares of Common Stock issuable pursuant to the 2020 Plan, plus (ii) 2,649,965 shares of Common Stock, which represents the estimated number of shares that may become available for grant under the 2020 Plan to the extent that outstanding awards under the Intevac, Inc. 2012 Equity Incentive Plan and 2004 Equity Incentive Plan expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest.

Estimated in accordance with Rules 457(c) and 457(h) under the 1933 Act, based upon the average between the high and low prices of the Common Stock as reported on The Nasdaq Global Select Market on May 12, 2020.

Estimated in accordance with Rules 457(c) and 457(h) under the 1933 Act, based upon 85% of the average between the high and low prices of the Common Stock as reported on The Nasdaq Global Select Market on May 12, 2020. Pursuant to the ESPP, the purchase price of a share of the Registrant’s Common Stock shall be an amount equal to 85% of the lower of the fair market value per share of the Registrant’s Common Stock on (i) the participant’s entry date into the offering period or (ii) the semi-annual purchase date.

Incorporation of Documents by Reference.

The Registrant’s Annual Report onForm 10-K for the fiscal year ended December 28, 2019 filed with the Commission on February 12, 2020 pursuant to Section 13(a) the Securities Exchange Act of 1934, as amended (the “1934 Act”);

The Registrant’s Quarterly Report onForm 10-Q for the quarter ended March 28, 2020 filed with the Commission on April 28, 2020 pursuant to Section 13(a) of the 1934 Act;

The Registrant’s DefinitiveProxy Statement on Schedule 14A filed with the Commission on April 6, 2020, pursuant to Section  14(a) of the 1934 Act (solely to the extent incorporated by reference into Part III of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019);

The Registrant’s Current Report onForm 8-K filed with the Commission on May 14, 2020 pursuant to Section 13 or 15(d) of the 1934 Act; and

The description of Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A dated October 5, 1995, filed with the Commission pursuant to Section 12(g) of the 1934 Act, including any amendment or report filed for the purpose of updating such description.

Description of Securities.

Interests of Named Experts and Counsel.

Indemnification of Directors and Officers.

Exemption from Registration Claimed.

Exhibits.

Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed November 9, 2008

Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed March 15, 2012

Previously filed as an exhibit to the Registrant’s Definitive Proxy Statement filed April 6, 2020

Undertakings.

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

To include any prospectus required by Section 10(a)(3) of the 1933 Act;

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement; and

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement;

That, for the purpose of determining any liability under the 1933 Act, 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; and

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.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference into this 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.

Insofar as indemnification for liabilities arising under the 1933 Act 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 SEC, such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue.