<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):
February 9, 1998
VEECO INSTRUMENTS INC.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 0-16244 11-2989601
- --------------------------------------------------------------------------------
(State or other juris- (Commission (IRS Employer
diction 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.
-------------
On February 9, 1998, Veeco Instruments Inc., a Delaware corporation (the
"Registrant") entered into an agreement in principle with Digital Instruments,
Inc., a California corporation ("Digital"), pursuant to which Digital agreed to
merge with and into the Registrant. Reference is made to the Registrant's press
release dated February 9, 1998, incorporated herein by reference and included as
an exhibit hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
-------------------------------------------------------------------
(c) Exhibits.
99.1 Press Release dated February 9, 1998.
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: February 13, 1998 By: /s/ Edward H. Braun
-----------------------------------
Edward H. Braun
Chairman, Chief Executive Officer
and President
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated February 9, 1998.
4
<PAGE>
EXHIBIT 99.1
------------
[on Veeco letterhead]
VEECO SIGNS AGREEMENT IN PRINCIPLE
TO MERGE WITH DIGITAL INSTRUMENTS, INC.
PLAINVIEW, New York, February 9, 1998 - Veeco Instruments Inc.
(NASDAQ:VECO), today announced that it has signed an agreement in principle to
merge with Digital Instruments, Inc. of Santa Barbara, CA, the world leader in
scanning probe/atomic force microscopy (SPM/AFM). Under the terms of the
agreement, Digital Instruments shareholders will receive approximately 5.5
million shares of Veeco common stock. The merger is subject to a number of
conditions, including approval by the Board of Directors and shareholders of
Veeco, completion of definitive documentation relating to the transaction,
receipt of a fairness opinion from Veeco's financial advisor, confirmation from
Veeco's independent accountants regarding its concurrence that the merger may be
accounted for as a pooling of interests and receipt of any necessary
governmental and third party consents. The parties expect to enter into a
definitive merger agreement shortly and the proposed merger is expected to be
completed during the second quarter of 1998. Digital Instruments, which is
privately held, had unaudited 1997 revenues of approximately $51 million for
data storage, semiconductor, research and general microscopy applications.
Commenting on the anticipated merger with Digital Instruments, Edward H.
Braun, Chairman and Chief Executive Officer of Veeco said, "This merger supports
Veeco's strategy to extend our leadership position in Process 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 products, currently built by IBM and sold
exclusively by Veeco."
Commenting on the outlook for atomic force microscopy, Mr. Braun added, "As
the 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. The current market for atomic
force microscopy is approximately $150 million, and can be expected to triple in
the next five years."
Mr. Braun added, "Digital Instruments ideally fits our acquisition profile:
it is a leader in its product area, is synergistic with our core products and
markets, and is expected to be accretive to Veeco's earnings. This is an
excellent example of combining two companies that together can grow faster than
they would have individually."
5
<PAGE>
Digital Instruments Inc. manufacturers high precision measurement products
and systems which use scanning probe and atomic force microscopy technology.
This technology allows scientists to see and measure topographical features on
the nanometer scale and below. The SPM/AFM systems manufactured by Digital are
used in product research and development applications as well as to improve
production efficiency and manufacturing yields within the data storage,
semiconductor and other high technology industries. Digital Instruments was
founded in 1987 by Dr. Virgil Elings and Gus Gurley and has sold more than 2,200
NanoScope SPM Systems. The Company has won numerous awards for its innovation
and engineering achievements. Digital Instruments currently employs 118 people
and recently moved to new facilities in Santa Barbara.
Veeco Instruments Inc., headquartered in Plainview, New York, is a
worldwide leader in etch and deposition Process Equipment for data storage, and
Process 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.
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, the
cyclical nature of the data storage and 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.
6
