SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): March 5, 1997
VEECO INSTRUMENTS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-16244 11-2989601
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Terminal Drive
Plainview, New York 11803
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (516) 349-8300
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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Item 5. Other Events.
On March 5, 1996, Veeco Instruments Inc., a Delaware corporation (the
"Company"), entered into a letter of intent (the "Letter of Intent") with Wyko
Corporation ("Wyko") pursuant to which it is contemplated that the Company will
acquire all of the issued and outstanding stock of Wyko in exchange for the
issuance of 3,000,000 shares of common stock, $.01 par value per share, of the
Company. The consummation of the proposed acquisition is subject to a number of
conditions, including execution of a definitive agreement relating to the
acquisition, approval by the boards of directors and shareholders of the Company
and Wyko and obtainment of required approvals of regulatory agencies. On March
10, 1997, the Company issued a press release announcing the execution of the
Letter of Intent.
In addition, on March 10, 1997, the Company issued a press release
announcing that it had entered into a Memorandum of Understanding with MRC
Corporation ("MRC") pursuant to which it is contemplated that the Company will
acquire certain assets and assume certain liabilities relating to MRC's Media
and Magnetics Applications Division in exchange for cash. The consummation of
the proposed transaction with MRC is also subject to a number of conditions
including the execution of a definitive agreement and approval of the board of
directors of the Company and MRC.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit
No. Description of Document
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10.1 Letter of Intent, dated March 5, 1997, between Veeco Instruments
Inc. and Wyko Corporation.
99.1 Press Release, dated March 10, 1997, relating to the proposed
transaction with Wyko Corporation.
99.2 Press Release, dated March 10, 1997, relating to the proposed
transaction with MRC Corporation.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
VEECO INSTRUMENTS INC.
Date: March 13, 1997 By: /s/ John P. Kiernan
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John P. Kiernan
Corporate Controller
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INDEX OF EXHIBITS
Exhibit
Number Description of Document
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10.1 Letter of Intent, dated March 5, 1997, between Veeco
Instruments Inc. and Wyko Corporation.
99.1 Press Release, dated March 10, 1997, relating to the
proposed transaction with Wyko Corporation.
99.2 Press Release, dated March 10, 1997, relating to the
proposed transaction with MRC Corporation.
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[Letterhead of Veeco Instruments Inc.]
March 5, 1997
Mr. James C. Wyant
President and CEO
Wyko Corporation
2650 E. Elvira Road
Tucson, AZ 85706
Dear Jim,
This letter is intended to summarize our discussions regarding a possible
acquisition by Veeco Instruments Inc. (The "Buyer") of the stock of Wyko
Corporation (the "Company") from the Company's stockholders (The "Sellers").
PART ONE
The parties wish to commence negotiating a definitive written acquisition
agreement providing for the acquisition (a "Definitive Agreement").
Based on the information currently known to the Buyer, it is proposed that
the Definitive Agreement include the following terms:
1. BASIC TRANSACTION
The Buyer would acquire all of the stock of the Company for the consideration
(the "Consideration") set forth in Paragraph 2 below in a transaction that would
qualify to be accounted for as a "pooling-of-interests".
2. CONSIDERATION
The Consideration for all of the stock of the Company would be the issuance to
the Sellers of three million (3,000,000) shares of common stock, of the Buyer
(the "Shares").
3. LIQUIDITY
The Buyer and the Sellers will mutually agree upon a liquidity program with
respect to the Shares.
4. MANAGEMENT STOCK OPTIONS
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It is contemplated that the key employees of the Company will receive stock
options of the Buyer pursuant to the Buyer's employee stock option plan.
5. EMPLOYMENT AGREEMENTS
At the Closing certain key management would execute employment agreements in a
form satisfactory to such individuals and the Buyer.
6. OTHER TERMS
The Buyer and the Sellers would make comprehensive representations and
warranties to each other, and each would provide comprehensive covenants,
indemnities and other protections for the benefit of the other. The consummation
of the contemplated transactions by the Buyer and the Sellers would be subject
to the satisfaction of various conditions, including:
(a) approval of the shareholders of the Buyer. Such approval would be
obtained pursuant to a proxy statement prepared and distributed to the
shareholders of the Buyer in accordance with the Securities Exchange Act of
1934, as amended:
(b) approval of the Board of Directors of the Buyer;
(c) approval of the Board of Directors of the Company;
(d) obtaining required approvals of all appropriate regulatory agencies;
(e) termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act");
(f) satisfactory completion of due diligence review by the Buyer and the
Sellers;
(g) execution of a Definitive Agreement and any documents ancillary
thereto:
(h) the issuance of a fairness opinion relating to the transaction by the
Buyer's investment bankers; and
(i) the issuance of an opinion by Ernst & Young LLP that the transaction
would be accounted for as a pooling of interests.
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PART TWO
The following paragraphs of this letter (the "Binding Provisions") are the
legally binding and enforceable agreements of the Buyer and each Seller.
1. ACCESS
During the period from the date this letter is signed by the Sellers (the
"Signing Date") until the date on which either Party provides the other Party
with written notice that negotiations toward a Definitive Agreement are
terminated (the "Termination Date"), the Sellers will afford the Buyer full and
free access to the Company and its subsidiaries, its personnel, properties,
contacts, books and records, and all other documents and data. The Buyer will
afford the Seller the ability to perform due diligence on the Buyer as may
mutually be agreed to.
2. EXCLUSIVE DEALING
Until the later of (i) 90 days after the Signing Date and (ii) the Termination
Date:
(a) the Sellers will not and will cause the Company not to, directly or
indirectly, through any representative or otherwise, solicit or entertain offers
from, negotiate with or in any manner encourage, discuss, accept, or consider
any proposal of any other person relating to the acquisition of the Company or
any of its subsidiaries, their assets or business, in whole or in part, whether
directly or indirectly, through purchase, merger, consolidation, or otherwise
(other than sales of inventory in the ordinary course); and
(b) the Sellers will immediately notify the Buyer regarding any contact
between the Sellers, the Company or their respective representatives and any
other person regarding any such offer or proposal or any related inquiry.
3. CONFIDENTIALITY
Except as and to the extent required by law, each party will not disclose or
use, and will direct its representatives not to disclose or use to the detriment
of any other party, any confidential information with respect to the Company or
the Buyer furnished, or to be furnished, by any party or their respective
representatives to any other party or its representatives at any time or in any
manner other than in connection with its evaluation of the transaction proposed
in this letter. For purposes of this Paragraph, "Confidential Information" means
any information about the Company or the Buyer stamped "confidential" or
identified in writing as such to the parties promptly following its disclosure,
unless (i) such information is already known to the other party or its
representatives or to others not bound by a duty of confidentiality or such
information becomes publicly available through no fault of such other party or
its representatives, (b) the use of such information is necessary or appropriate
in making any filing or obtaining any consent or
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approval required for the consummation of the acquisition, or (c) the furnishing
or use of such information is required by or necessary or appropriate in
connection with legal proceedings. Upon the written request of any party, the
other parties will promptly return to the requesting party or destroy any
Confidential Information in its possession and certify in writing to the
requesting party that it has done so.
4. DISCLOSURE
Except as and to the extent required by law, without the prior written consent
of the other party, neither the Buyer nor the Sellers will, and each will direct
its representatives not to make, directly or indirectly, any public comment,
statement, or communication with respect to, or otherwise to disclose or to
permit the disclosure of the existence of discussions regarding, a possible
transaction between the Parties or any of the terms, conditions, or other
aspects of the transaction proposed in this letter. If a party is required by
law to make any such disclosure, it must first provide to the other party the
content of the proposed disclosure, the reasons that such disclosure is required
by law, and the time and place that the disclosure will be made. Notwithstanding
the foregoing, it is contemplated that a joint press release substantially in
the form of Exhibit A hereto will be issued upon the execution of this letter.
5. COSTS
The Buyer and the Company will be responsible for and bear all of its own costs
and expenses (including any broker's or finder's fees and the expenses of its
representatives) incurred at any time in connection with pursuing or
consummating the Possible Acquisition. Notwithstanding the preceding sentence,
the Buyer will pay the HSR Act filing fee.
6. CONSENTS
During the period from the Signing Date until the Termination Date, the Buyer
and each Seller will cooperate with each other and proceed, as promptly as is
reasonably practical, to prepare and to file the notifications required by the
HSR Act.
7. ENTIRE AGREEMENT
The Binding Provisions constitute the entire agreement between the parties, and
supersede all prior oral or written agreements, understandings, representations
and warranties, and course of conduct and dealing between the parties on the
subject matter hereof. Except as otherwise provided herein, the Binding
Provisions may be amended or modified only by a writing executed by all of the
parties.
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8. GOVERNING LAW
The Binding Provision will be governed by and construed under the laws of the
State of New York without regard to the conflicts of all principles thereof.
9. JURISDICTION: SERVICE OF PROCESS
Any action of proceeding seeking to enforce any provisions of, or based on any
right arising out of, this letter may be brought against any of the parties in
the courts of the State of New York, County of New York, or, if it has or can
acquire jurisdiction, in the United States District Court for the Southern
District of New York, and each of the parties consents to the jurisdiction of
such courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein. Process in any action
or proceeding referred to in the preceding sentence may be served on any party
anywhere in the world.
10. TERMINATION
The Binding Provisions will automatically terminate on June 3, 1997 and may be
terminated earlier upon written notice by either party to the other party
unilaterally, for any reason or no reason, with or without cause, at any time;
provided, however, that the termination of the Binding Provisions will not
affect the liability of a party for breach of any of the Binding Provisions
prior to the termination. Upon termination of the Binding Provisions, the
parties will have no further obligations hereunder, except as stated in
Paragraphs 2, 3, 4, 5, 7, 8, 9, 10, 11, and 12 of this Part Two, which will
survive any such termination.
11. COUNTERPARTS
This letter may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this letter and all of which, when taken
together, will be deemed to constitute one and the same agreement.
12. NO LIABILITY
The paragraphs and provisions of Part One of this letter do not constitute and
will not give rise to any legally binding obligation on the part of any of the
parties or the Company. Moreover, except as expressly provided in the Binding
Provisions (or as expressly provided in any binding written agreement that the
parties may enter into in the future), no past or future action, course of
conduct, or failure to act relating to the acquisition, or relating to the
negotiation of the terms of the acquisition or any Definitive Agreement, will
give rise to or serve as a basis for any obligation or other liability on the
part of the parties or the Company.
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<PAGE>
If you are in agreement with the foregoing, please sign and return one copy of
this letter agreement, which thereupon will constitute our agreement with
respect to its subject matter.
Very truly yours,
VEECO INSTRUMENTS INC.
By: /s/ Edward H. Braun
-----------------------------------
Name: Edward H. Braun
Title: President and CEO
Duly executed and agreed
on March 5, 1997.
WYKO CORPORATION
By: /s/ James C. Wyant
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Name: James C. Wyant
Title: President and CEO
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NEWS
[Letterhead of Veeco Instruments Inc.]
FOR IMMEDIATE RELEASE Contact: Jack Rein
516 349-8300 ext. 300
VEECO INSTRUMENTS ANNOUNCES IT HAS ENTERED
INTO A LETTER OF INTENT TO ACQUIRE WYKO CORPORATION
PLAINVIEW, New York, March 10, 1997 - Veeco Instruments Inc. (NASDAQ: VECO),
announced today that it has entered into a letter of intent to acquire Wyko
Corporation, of Tucson, Arizona, a leading supplier of optical interferometric
measurement systems for the data storage and semiconductor industries. This
addition will extend Veeco's current Surface Metrology product line to include
automated, non-contact optical testing systems.
Wyko designs, develops and manufactures instruments used by leading
manufacturers of thin film magnetic heads, hard disks, semiconductor materials
and components, optical components and micro-machined devices. Wyko instruments
are used to improve product yield and product quality by generating precise,
consistent quantitative data throughout the manufacturing cycle. In the
manufacturing process for computer hard drives, the Wyko systems produce precise
measurements of magnetic head shape and height, suspension arm height and angle;
and disk texture and flatness. Semiconductor manufacturers use Wyko equipment
for measuring flip chips and wafer roughness.
The letter of intent provides that Wyko shareholders would receive
3,000,000 shares of Veeco common stock in the acquisition, which is intended to
be accounted for as a pooling of interests transaction. The consummation of the
acquisition is subject to a number of conditions, including approval of the
board of directors and shareholders of both companies, execution of a mutually
satisfactory agreement providing for the acquisition and receipt of all
necessary government approvals.
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Commenting on the anticipated acquisition of Wyko Corporation, Edward
Braun, President and Chief Executive Officer of Veeco said, "The combination of
Wyko's non-contact, optical measurement products with the Veeco atomic force
microscope, Dektak surface profiler and laser scatterometer will provide our
hard drive and semiconductor customers with a complete range of measurement
technologies for yield improvement and integrated test programs."
Wyko, which is privately held, had unaudited revenues of $18 million and
orders of $28 million for the twelve months ended December 31, 1996. New
products introduced in 1997 include an automatic inspection and test system for
advanced microelectronic packaging applications which provides 3D measurement of
flip chip solder bumps of 150 microns and below, and up to 64,000 bumps on a
single die. In addition, a new in-line laser inspection system precisely adjusts
the static attitude of disk drive suspension arms and is ideal for next
generation miniaturized (pico size) automated thin film head fabrication.
To the extent that this news release discusses expectations about market
conditions or about market acceptance and future sales of the Company's
products, or otherwise makes statements about the future, such statements are
forward-looking and are subject to a number of risks and uncertainties that
could cause actual results to differ materially from the statements made. These
factors include the ability of the parties to complete the transaction, cyclical
nature of the semiconductor industry, risks associated with the acceptance of
new products by individual customers and by the marketplace, and other factors
discussed in the Business Description and Management's Discussion and Analysis
sections of the Company's Report on Form 10-K and Annual Report to Shareholders.
Veeco Instruments Inc. is a worldwide leader in precision ion beam systems
and surface metrology equipment for high-growth microelectronic markets such as
thin film magnetic heads and advanced semiconductor devices as well as for a
broad range of industrial applications. Manufacturing and engineering facilities
are located in Plainview, New York and Santa Barbara, California. Global sales
and service offices are located throughout the United States, Europe, Japan and
Asia Pacific.
# # #
NEWS
[Letterhead of Veeco Instruments Inc.]
FOR IMMEDIATE RELEASE Contact: Jack Rein
516 349-8300 ext. 300
VEECO INSTRUMENTS ANNOUNCES A MEMORANDUM
OF UNDERSTANDING WITH MATERIALS RESEARCH
CORPORATION TO ACQUIRE ITS MEDIA AND
MAGNETICS APPLICATIONS EQUIPMENT GROUP
PLAINVIEW, New York, March 10, 1997 -- Veeco Instruments Inc. (NASDAQ:VECO),
announced today that it had signed a memorandum of understanding to acquire
certain assets and personnel of the Media and Magnetics Applications (MMA)
Division of Materials Research Corporation (MRC), for a purchase price including
cash plus assumption of certain liabilities. The agreement is subject to
execution of a definitive contract, approval of the Board of Directors of both
companies and certain third party consents.
The MMA development group located in Orangeburg, New York is developing a
line of high performance physical vapor deposition (PVD) sputtering equipment
used in advanced MR/GMR thin film head and magnetic disk fabrication. Commenting
on the anticipated acquisition, Edward Braun, President and Chief Executive
Officer of Veeco said, "This acquisition will allow Veeco to address MR/GMR
applications with a widened selection of deposition technologies. Veeco's
broadened process and product capability will include Ion Beam Etch (IBE),
Diamond Like Carbon (DLC), Secondary Ion Beam Deposition (SIBD), Ion Assisted
Deposition (IAD) and Physical Vapor Deposition (PVD). Process modules can be
configured to provide either in-line high volume manufacturing or cluster tool
systems for flexible production and GMR device development; thus expanding
Veeco's ability to address up to 23 etch and deposition process steps required
in a typical MR head fabrication."
The MMA division's GMR/MR beta site systems are undergoing process
evaluation at several U.S. and Japanese thin film head manufacturers. New system
shipments are expected in the 4th quarter of 1997. Veeco management believes the
total available equipment market for thin film magnetic head deposition exceeds
$100 million per year.
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To the extent that this news release discusses expectations about market
conditions or about market acceptance and future sales of the Company's
products, or otherwise makes statements about the future, such statements are
forward-looking and are subject to a number of risks and uncertainties that
could cause actual results to differ materially from the statements made. These
factors include the ability of the parties to complete the transaction, cyclical
nature of the semiconductor industry, risks associated with the acceptance of
new products by individual customers and by the marketplace, and other factors
discussed in the Business Description and Management's Discussion and Analysis
sections of the Company's Report on Form 10-K and Annual Report to Shareholders.
Veeco Instruments Inc. is a worldwide leader in precision ion beam systems
and surface metrology equipment for high-growth microelectronic markets such as
thin film magnetic heads and advanced semiconductor devices as well as for a
broad range of industrial applications. Manufacturing and engineering facilities
are located in Plainview, New York and Santa Barbara, California. Global sales
and service offices are located throughout the United States, Europe, Japan and
Asia Pacific.
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