<PAGE>
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): May 29, 1998
VEECO INSTRUMENTS INC.
----------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-16244 11-298960l
- --------------------------------------------------------------------------------
(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)
<PAGE>
Item 5. OTHER EVENTS.
Reference is made to the Registrant's press release dated May 29,
1998, incorporated herein by reference and included as an exhibit
hereto.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Exhibit
- ----------- -------
20 Press Release of the Registrant, dated May 29, 1998 (filed
herewith).
2
<PAGE>
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.
VEECO INSTRUMENTS INC.
Date: August 11, 1998 By: /s/ Edward H. Braun
--------------------------------
Edward H. Braun
Chairman, Chief Executive
Officer and President
3
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
20 Press Release of the Registrant, dated May 29, 1998.
4
<PAGE>
Exhibit 20
[ON VEECO LETTERHEAD]
VEECO COMPLETES MERGER WITH DIGITAL INSTRUMENTS
APPOINTS NEW MEMBERS TO BOARD OF DIRECTORS
PLAINVIEW, NY, May 29, 1998--At its Annual Meeting today, the shareholders of
Veeco Instruments Inc., (NASDAQ: VECO), approved the Company's previously
announced merger with Digital Instruments, Inc. of Santa Barbara, CA, a world
leader in scanning probe/atomic force microscopy (SPM/AFM).
Mr. Edward H. Braun, Chairman, President and CEO of Veeco, commented, "This
merger supports Veeco's strategy to extend our leadership position in metrology
by providing customer solutions over a wide range of measurement technologies
including atomic force microscopy, optical profilers, stylus profilers, and
laser scatterometers. Digital Instruments' products complement our SXM-320
production Atomic Force Microscope, currently built by IBM and sold exclusively
by Veeco. As data storage and semiconductor industries continue to shrink
device dimensions, scanning atomic force microscopy, now critical for process
development and research, will become the next generation production metrology
tool for .18 and .13 micron critical dimensions."
Mr. Braun added, "Digital Instruments ideally fits our acquisition profile: it
is a leader in its product area and is synergistic with our core products and
markets. This is an excellent example of combining two companies that together
can grow faster than they would have individually."
Under the merger, Digital Instruments shareholders received 5,583,725 shares of
Veeco common stock. The merger will be accounted for as a pooling of interests
transaction. Digital Instruments, which was privately held, had revenues of
approximately $51 million in 1997.
Also at today's meeting, Veeco's shareholders appointed five new members to the
Company's Board of Directors, including three new outside directors and two
executives from Digital Instruments, and reappointed two individuals already
serving on the Company's Board. This brings the company's total board
membership to 11. The five newly elected directors are: Roger D. McDaniel,
Irwin H. Pfister, Heinz K. Fridrich, Virgil Elings and John Gurley. Mr.
McDaniel is president, CEO and a director of Integrated Process Equipment Corp.
(NASDAQ: IPEC), a leading manufacturer of CMP (chemical-mechanical
planarization) equipment for the semiconductor industry. Mr. Pfister is
Executive Vice President and corporate officer of Schlumberger Ltd. Mr. Fridrich
serves as a professor, Department of Industrial and Systems Engineering,
University of Florida, and was formerly Vice President and General Manager of
IBM's largest development and manufacturing site for semiconductor and
electronic packaging. Mr. Elings and Mr. Gurley are co-founders and President
and Vice President of Digital, respectively. Mr. James C. Wyant and Mr. Walter
J. Scherr were reelected to Veeco's Board of Directors.
<PAGE>
Veeco Instruments Inc., headquartered in Plainview, New York, is a worldwide
leader in etch and deposition process equipment for data storage, and metrology
tools for the data storage, semiconductor and flat panel display industries.
Manufacturing and engineering facilities are located in New York, California and
Arizona. Global sales and service offices are located throughout the United
States, Europe, Japan and Asia-Pacific.
Digital Instruments Inc. is a leader in scanning probe and atomic force
microscopy technology used in data storage, semiconductor and research
applications. Digital Instruments, founded in 1987, has sold more than 2,200
NanoScope SPM Systems.
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 CYCLICAL NATURE OF THE DATA STORAGE AND SEMICONDUCTOR
INDUSTRY, RISKS ASSOCIATES 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.
Investor and Financial Media Contact:
Debra Wasser
(516) 349-8300 ext. 1472
Trade Media Contact:
Fran Brennen
(516) 349-8300 ext. 1222
