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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
VEECO INSTRUMENTS INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
922417-100
(CUSIP NUMBER)
EDWARD H. BRAUN
C/O VEECO INSTRUMENTS INC.
TERMINAL DRIVE
PLAINVIEW, NY 11803
(516) 349-8300
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
COPIES TO:
RORY A. GREISS, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000
FEBRUARY 8, 1999
(DATE OF EVENT WHICH REQUIRES
FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of this schedule, including all exhibits. See Section 13d-7(b)
for other parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 7 Pages
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SCHEDULE 13D
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CUSIP No. 922 417-100 Page 3 of 7 Pages
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(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John B. Hayes
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) / /
(b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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(7) SOLE VOTING POWER
NUMBER OF 509,805 shares of Common Stock
SHARES --------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH: 509,805 shares of Common Stock
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
509,805 shares of Common Stock
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 3.2% (based on 15,846,697 shares outstanding on
February 8, 1999)
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(14) TYPE OF REPORTING PERSON (See Instructions)
IN
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This Amendment No. 1 amends and supplements the Statement on Schedule
13D (the "Schedule 13D") relating to the common stock, par value $.01 per share
(the "Common Stock"), of Veeco Instruments Inc., a Delaware corporation (the
"Company"), previously filed by John B. Hayes (the "Reporting Person").
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended to read as follows:
(a) The Reporting Person may be deemed to beneficially own 509,805
shares of Common Stock, representing approximately 3.2% of the outstanding
shares of Common Stock (based on the number of shares of Common Stock
outstanding as of February 8, 1999).
(b) The Reporting Person holds the sole power to vote or to direct the
vote and to dispose or to direct the disposition of the 509,805 shares of
Common Stock.
(c) During the past sixty (60) days, the Reporting Person: (i)
transferred 330 shares of Common Stock to Kaja E. Birk on January 27, 1999 as
a gift for no consideration, (ii) transferred 330 shares of Common Stock to
Andrew E. Birk on January 27, 1999 as a gift for no consideration, (iii)
transferred 330 shares of Common Stock to Andrew P. Hayes on January 27, 1999
as a gift for no consideration, (iv) transferred 330 shares of Common Stock
to Rebecca M. Hayes on January 27, 1999 as a gift for no consideration, (v)
transferred 330 shares of Common Stock to Peter J. Hayes on January 27, 1999
as a gift for no consideration, (vi) transferred 330 shares of Common Stock
to Megan H. Robinson on January 27, 1999 as a gift for no consideration,
(vii) transferred 330 shares of Common Stock to Michael D. Robinson on
January 27, 1999 as a gift for no consideration, (viii) transferred 100
shares of Common Stock to Seth J. Kielas on January 27, 1999 as a gift for no
consideration, (ix) transferred 100 shares of Common Stock to Joshua D.
Kielas on January 27, 1999 as a gift for no consideration, and (x) sold
175,000 shares of Common Stock on February 8, 1999 in a public offering of
shares registered on a registration statement on Form S-3 filed pursuant to
the Securities Act of 1933 for $49.66 per share.
Except as set forth above, the Reporting Person does not beneficially own
any shares of Common Stock and has not effected any transaction in shares of
Common Stock during the preceding 60 days.
(d) To the best knowledge of the Reporting Person, no person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the 509,805 shares of Common Stock.
Page 4 of 7 Pages
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(e) The Reporting Person ceased to be the beneficial owner of more than
five percent of the Common Stock on May 29, 1998.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to add the following information:
1. PURCHASE AGREEMENT. Pursuant to a Purchase Agreement dated February 2,
1999 (the "Purchase Agreement") among the Company, the Reporting Person,
certain other selling shareholders (collectively, the "Selling
Shareholders"), Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation, NationsBanc Montgomery
Securities LLC, Salomon Smith Barney Inc. and SoundView Technology Group,
Inc. as representatives of certain other underwriters named therein
(collectively, the "Underwriters"), the Reporting Person sold to the
Underwriters 175,000 shares of Common Stock and granted to the Underwriters
the option to purchase 26,250 additional shares of Common Stock to cover any
over-allotment at any time on or prior to March 4, 1999. See Exhibit 3.
2. LOCKUP LETTER. Pursuant to a lockup letter delivered to the Underwriters the
Reporting Person has agreed, among other things, not to offer or sell any shares
of Common Stock or Common Stock equivalents for a period of 90 days from the
date of the Purchase Agreement, with limited exceptions. See Exhibit 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
3. Form of Purchase Agreement, dated February 2, 1999, among the Company,
the Selling Shareholders and the Underwriters.*
4. Form of Lockup Letter from the Reporting Person to the Underwriters
(included in Exhibit 3).*
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* Incorporated by reference to Exhibit 1.1 to the Company's Registration
Statement on Form S-3, (Registration No. 333-70417) filed pursuant to the
Securities Act of 1933 on January 29, 1999.
Page 5 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated as of February 17, 1999
/s/ John B. Hayes
------------------------
John B. Hayes
Page 6 of 7 Pages
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INDEX TO EXHIBITS
PAGE NO.
IN SEQUENTIAL
NUMBERING
EXHIBIT SYSTEM
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3. Form of Purchase Agreement, dated February 2, 1999, among the Company,
the Selling Shareholders and the Underwriters.*
4. Form of Lockup Letter from the Reporting Person to the Underwriters
(included in Exhibit 3).*
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* Incorporated by reference to Exhibit 1.1 to the Company's Registration
Statement on Form S-3, (Registration No. 333-70417) filed pursuant to the
Securities Act of 1933 on January 29, 1999.
Page 7 of 7 Pages
