<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 5, 2000
VEECO INSTRUMENTS INC.
(Exact Name of Registrant as Specified in its 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)
<PAGE>
Item 5. OTHER EVENTS.
Reference is made to the Registrant's press release dated May
5, 2000, incorporated herein by reference and included as an
exhibit hereto.
Item 7 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. EXHIBIT
99 Press Release of the Registrant, dated May 5, 2000 (filed
herewith).
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: May 12, 2000 By: /S/GREGORY A. ROBBINS
-------------------------
Gregory A. Robbins
Vice President and General Counsel
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Page No.
- ------- --------
<S> <C> <C>
99 Press Release of the Registrant,
dated May 5, 2000
</TABLE>
3
<PAGE>
EXHIBIT 99
Friday May 5, 12:48 pm Eastern Time
Company Press Release
Veeco Instruments and CVC, Inc. Complete Merger
PLAINVIEW, N.Y. and ROCHESTER, N.Y.--(BUSINESS WIRE)--May 5, 2000--Veeco
Instruments Inc. (Nasdaq: VECO - news) and CVC, Inc. (Nasdaq: CVCI - news)
announced that they have completed their proposed merger, following approval
earlier today by the shareholders of Veeco and CVC. Under the terms of the
agreement, CVC shareholders will receive 0.43 shares of Veeco common stock for
each share of CVC common stock they held prior to the merger, and CVC has become
a wholly-owned subsidiary of Veeco. Veeco and CVC supply process and metrology
equipment for data storage, optical telecommunications and semiconductor
applications.
Edward H. Braun, Chairman and Chief Executive Officer of Veeco, commented, "The
combined product strengths of Veeco and CVC are compelling and enable us to
provide broader equipment and process solutions to our data storage, optical
telecommunications and semiconductor customers. We now have the industry's most
extensive line of ion beam etch, ion beam deposition, physical vapor deposition
and chemical vapor deposition equipment, complementing our metrology offerings."
Christine B. Whitman, CVC's Chairman, President and CEO, today assumes the
position of President and Chief Operating Officer of Veeco. Regarding the
merger, Ms. Whitman commented, "Together we will strive to exceed our customers'
expectations and delight them by continually providing the highest level of
service and support. Creating integral partnerships with our customers will
enable us to develop products that will meet their next generation technology
roadmaps."
Also at today's shareholder meeting, Veeco's shareholders voted to amend the
Company's Certificate of Incorporation to increase the authorized common stock
of the Company from 25,000,000 to 40,000,000 shares. These additional shares
will be used to complete the CVC merger and to provide Veeco with additional
shares of common stock for use in conjunction with future acquisitions and for
other corporate purposes.
Veeco Instruments Inc., headquartered in Plainview, New York, is a worldwide
leader in metrology and process equipment for data storage, optical
telecommunication, semiconductor and research applications. Manufacturing and
engineering facilities are located in New York, California, Colorado, Arizona
and Minnesota. Global sales and service offices are located throughout the
United States, Europe, Japan and Asia Pacific. Additional information on Veeco
can be found at http://www.veeco.com.
<PAGE>
CVC, Inc. provides cluster tool manufacturing equipment for Physical Vapor
Deposition (PVD), Ion Beam Etch (IBE), Diamond-Like Carbon (DLC) and
Metal-Organic Chemical Vapor Deposition used in the production of evolving tape
and disk drive recording head fabrication, optical components, passive
components, MRAM, bump metallization, and next generation logic devices. For
more information about CVC, visit http://www.cvc.com.
Statements in this press release about expectations, intentions or beliefs or
other statements about the future are forward-looking statements which 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, optical telecommunication and semiconductor
industries, 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 companies'
Report on Form 10-K and Annual Report to Shareholders and CVC's prospectus,
dated November 12, 1999. The companies disclaim any obligation or intention to
update the disclosure herein to reflect any future development or occurrence.
Contact:
Veeco Instruments Inc., Plainview
Debra Wasser
V.P. of Investor Relations and Corp. Comm.
516/349-8300 ext. 1472
or
Fran Brennen
Director of Marketing Communications
516/349-8300 ext. 1222