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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 21, 1999
YieldUP International Corporation
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(Exact name of registrant as specified in charter)
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Delaware 0-27104 77-0341206
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
117 Easy Street, Mountain View, California 94043
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (650) 964-0100
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 22, 1999 FSI International, Inc. ("FSI") and YieldUP
International Corporation ("YieldUP") announced in a joint press release that
they had signed a definitive merger agreement pursuant to which YieldUP will
merge with and into a wholly owned subsidiary of FSI. A copy of the press
release is attached hereto as Exhibit 99.1
ITEM 7. EXHIBITS.
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits.
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated January 22, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
YIELDUP INTERNATIONAL CORPORATION
Date: January 26, 1999 By: /s/ Abhay Bhushan
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Abhay Bhushan
Chief Financial Officer
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Exhibit Index
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated January 22, 1999
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Exhibit 99.1
FRIDAY JANUARY 22, 8:45 AM EASTERN TIME
COMPANY PRESS RELEASE
FSI INTERNATIONAL ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE
YIELDUP INTERNATIONAL
MINNEAPOLIS--(BUSINESS WIRE)--Jan. 22, 1999--FSI International, Inc. (Nasdaq:
FSII) and YieldUP International Corporation (Nasdaq: YILD) today announced that
the two companies have entered into a definitive agreement for FSI to acquire
YieldUP; YieldUP has also granted FSI a royalty-bearing license to its patent
portfolio.
Under the definitive agreement, the YieldUP shareholders will receive
$0.7313 and 0.1567 of a share of FSI common stock for each share of YieldUP
stock. YieldUP option holders will receive substitute options entitling them to
purchase FSI common stock. Completion of the transaction is subject to certain
closing conditions including, among other things, approval by the shareholders
of YieldUP. FSI and YieldUP anticipate the transaction will be completed in late
April or early May.
Joel Elftmann, chairman and chief executive officer of FSI International,
stated, "The acquisition of YieldUP with its people and technology expertise
complements FSI's spray, vapor and cryokinetic cleaning technologies. FSI is
obtaining unique technologies that represent the immersion critical cleaning
needs of the future. This acquisition is intended to expand FSI's capabilities
to create a total cleaning solution for our customers."
Raj Mohindra, chairman and chief executive officer of YieldUP, stated, "We
believe that merging into FSI will open new markets and customers for our
products and enable us to realize new opportunities. We also believe that this
transaction provides our shareholders with a chance to realize the long term
benefits of the consolidation as shareholders of FSI."
Following completion of the transaction, YieldUP will operate as the
immersion systems group of the FSI Surface Conditioning Division. Raj Mohindra,
the current president and CEO of YieldUP, will be vice president and general
manager of the immersion group and report to Dale A. Courtney, president of
FSI's Surface Conditioning Division. FSI intends to maintain YieldUP operations
in Mountain View, Calif.
YieldUP International, headquartered in Mountain View, Calif., develops,
manufactures and markets innovative cleaning, rinsing and drying equipment
designed to enable new processes and improve manufacturing yields of
semiconductor and other defect-sensitive industries, such as flat panel displays
and magnetic disks. Additional information on YieldUP International can be
obtained by accessing its homepage at http://www.yieldup.com.
FSI International, Inc. is a leading global supplier of processing
equipment used at key production steps to manufacture microelectronics. The
company develops, manufactures, markets and supports products used in the
technology areas of microlithography, surface conditioning and chemical
management. FSI International's customers include microelectronics manufacturers
located throughout North America, Europe, Japan and the Asia-Pacific region.
Additional information on FSI International can be obtained by accessing its
homepage at http://www. fsi-intl.com.
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