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Filed by CVC, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: CVC, Inc.
Commission File No. 0-23227
On April 25, 2000, CVC, Inc. and Veeco Instruments Inc. jointly issued the
following press release:
[CVC LOGO]
AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD
Emilio DiCataldo Kerry Thalheim Jean Young Paul Del Colle
Chief Financial Officer (general info.) (analyst info.) (media info.)
(716) 458-2550 Ext. 3215 (212) 661-8030
FOR IMMEDIATE RELEASE
APRIL 25, 2000
CVC REPORTS RESULTS FOR FISCAL 2000 SECOND QUARTER
ROCHESTER, NY, APRIL 25, 2000 - CVC, Inc. (Nasdaq: CVCI), a worldwide supplier
of cluster tool equipment for the fabrication of thin film recording heads,
semiconductor devices and optical components for the telecommunications market,
today reported revenue and net income for its fiscal 2000 second quarter ended
March 31, 2000.
On February 29, 2000, Veeco Instruments (Nasdaq: VECO) and CVC, Inc. announced
the signing of a definitive merger agreement. This merger will create a leading
worldwide capital equipment supplier for disk drive components, optical
telecommunications and semiconductor applications. Following the completion of
the merger on May 5, 2000, CVC will become a wholly-owned subsidiary of Veeco.
For the quarter, revenues were $26.4 million, a 49% increase over revenues of
$17.8 million for the fiscal 1999 second quarter ended March 31, 1999.
Approximately 86% of revenues were attributable to sales of Giant
magneto-resistive (GMR) process equipment, integrated etch and deposition
equipment, and ultra thin insulator modules for the fabrication of thin film
recording heads for the data storage industry. In addition, 14% of shipments
were attributable to sales of deposition process equipment for the specialty
semiconductor industry and the optical telecommunications industry, an emerging
growth market for the Company. On a year-to-date basis total revenues were $51.7
million, a 59% increase over sales for the same fiscal period in 1999. Prior
year's results do not reflect the purchase of Commonwealth Scientific completed
in May 1999.
Net income for the quarter was $71,000, or $0.01 per share based on 14.1 million
diluted shares, compared to $958,000, or $0.12 per share based on 8.0 million
diluted shares for the comparable period last year. The increase in the weighted
average number of shares outstanding is due primarily to the successful
completion of the Company's initial public offering in November 1999.
Bookings in the second quarter of fiscal 2000 were $32.2 million, a 36% increase
over bookings of $23.6 million reported in the second quarter of fiscal 1999.
The book/bill ratio was 1.22 for the second quarter of fiscal 2000. For the
first six months of fiscal 2000, orders were $52.3 million compared with $42.0
million for the first six months of fiscal 1999. The book/bill ratio was 1.01
for the first six months of fiscal 2000.
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On a year-to-date basis net income was $0.6 million versus net income of $1.4
million for the first half of fiscal 1999. The decline in net income for the
fiscal 2000 second quarter and first six months is attributable to a decrease in
gross margins due to product mix contributed by the addition of Commonwealth
Scientific Corporation, the introduction of new technology and continued pricing
pressure in the data storage industry. Operating expense increases also
contributed to the decrease in net income for both periods, as investments in
research and engineering to support data storage and optical components
technology road maps grew at a rate greater than revenue.
Compared to the prior quarter ended December 31, 1999, revenues of $26.4 million
in the quarter ended March 31, 2000 increased from $25.2 million or $1.2
million, while net income for the current quarter of $71,000 compares to net
income of $545,000 for the quarter ended December 31, 1999, a decrease of
$474,000.
Since the acquisition of Commonwealth Scientific Corporation in May 1999, CVC
has continued to enhance CVC/Commonwealth's IBE and IBD technology. CVC believes
the CONNEXION(R) Cluster Tool integrated solution combining PVD and IBE and/or
IBD technology will enable customers to reduce costs, increase throughput and
increase yield.
COMMENTS FROM MANAGEMENT
Christine B. Whitman, Chairman, President and Chief Executive Officer of CVC,
Inc., said, "The Company continues to increase its offerings of GMR process
equipment and integrated products combining PVD technology with Ion Beam Etch
(IBE), Ion Beam Deposition (IBD) and Metal Organic Chemical Vapor Deposition
(MOCVD). During the quarter, the Company extended its leadership position in the
GMR market and continued its penetration into new, high-growth markets, such as
telecommunications. We remain cautious about the data storage industry as
improved equipment productivity delays demand for system purchases. We, however,
are encouraged by customer orders for modules which are providing increased
productivity and capacity and extending our customers initial system
investments."
Whitman went on to say, "We are pleased to report that we shipped a CONNEXION(R)
MOCVD Cluster Tool to a disk drive recording head manufacturer. This system will
be used to deposit copper for an Advanced Writer application and represents a
significant technology convergence milestone that demonstrates our success in
applying CVC's leading edge MOCVD product offering and technology expertise to
both semiconductor and magnetic thin film head applications."
Whitman concluded, "We are very excited about our merger with Veeco Instruments.
Veeco's widely recognized reputation in metrology and process equipment is a
strong complement to our integrated thin film process technology. Accordingly,
the combination of Veeco and CVC provides broader equipment and process
solutions to our data storage, optical telecommunications and semiconductor
customers."
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ABOUT CVC
CVC provides cluster tool manufacturing equipment for Physical Vapor Deposition
(PVD) by plasma sputtering or Ion Beam Deposition (IBD), Ion Beam Etch (IBE),
Diamond-like Carbon (DLC) and Metal-Organic Chemical Vapor Deposition (MOCVD).
CVC's process solutions address the production of evolving tape and disk drive
recording head fabrication, optical components for telecommunications and
applications such as GaAs, passive components, MRAM, bump metallization, and
next generation logic devices. CVC, Inc. with operations in Fremont, California;
Alexandria, Virginia; and Rochester, New York provides customer service and
technical support near major customer sites throughout the world. For more
information about CVC, visit the World Wide Web at http://www.cvc.com.
FORWARD LOOKING STATEMENTS
This press release may be deemed to contain forward-looking information. Any
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements, including statements as to industry trends, future economic
performance, anticipated revenues and expenses, and products or service line
growth, may be significantly and materially impacted by certain risks and
uncertainties, including, but not limited to, failure to meet operating
objectives or to execute the operating plan of the Company; competition; the
cyclical nature of the data storage and semiconductor industries; risks
associated with the acceptance of new products by individual customers and by
the marketplace; risks associated with dependence on major customers; the impact
of economic downturns in foreign markets; integration of acquired companies;
attraction and retention of key employees; and other risks referenced from time
to time in the Company's filings with the Securities and Exchange Commission,
including, but not limited to, its Annual Report on Form 10-K for the year ended
September 30, 1999 and the Company's prospectus, dated November 12, 1999, as
filed with the SEC.
Investors are urged to read the proxy statement/prospectus filed by Veeco with
the Securities and Exchange Commission, and any other relevant documents filed
by CVC or Veeco with the SEC, because they contain important information.
Investors may obtain these documents for free from the SEC's web site,
www.sec.gov or from CVC [Emilio DiCataldo, 716-458-2550].
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CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(In thousands, except per share data)
STATEMENT OF OPERATIONS THREE MONTHS ENDED MAR 31 SIX MONTHS ENDED MAR 31
- ----------------------- ------------------------- -----------------------
2000 1999 2000 1999
---- ---- ---- ----
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUES .............................................. $ 26,436 $ 17,788 $ 51,652 $ 32,443
GROSS MARGIN .......................................... 9,149 6,805 18,860 13,211
Operating Expenses
Research & Development ............................. 4,724 2,546 8,707 4,985
Sales & Marketing .................................. 2,972 1,832 5,944 3,762
General & Administrative ........................... 1,218 902 2,757 1,714
-------- -------- -------- --------
Total Operating Expenses ......................... 8,914 5,280 17,408 10,461
INCOME FROM OPERATIONS ................................ 235 1,525 1,452 2,750
Interest & Other Expense (Income) .................. 164 (190) 441 136
-------- -------- -------- --------
Income Before Income Taxes ............................ 71 1,715 1,011 2,614
Income Taxes ....................................... 0 757 395 1,176
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NET INCOME ............................................ $ 71 $ 958 $ 616 $ 1,438
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NET INCOME PER SHARE:
BASIC ........................ $ 0.01 $ 0.91 $ 0.06 $ 1.36
DILUTED ...................... $ 0.01 $ 0.12 $ 0.05 $ 0.19
Weighted Average Shares:
Basic ........................ 11,668 1,057 9,495 1,057
Diluted ...................... 14,081 8,020 13,077 7,667
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BALANCE SHEETS MAR 31 SEPT 30
2000 1999
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(Unaudited)
ASSETS:
<S> <C> <C>
Cash and Cash Equivalents .......................... $ 196 $ 434
Accounts Receivable ................................ 25,908 21,559
Inventories ........................................ 31,789 29,187
Other Current Assets ............................... 3,825 4,215
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Total Current Assets ............................... 61,718 55,395
Plant, Property & Equipment, Net ................... 18,506 19,374
Other Assets, Net .................................. 1,031 1,148
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TOTAL ASSETS .................................... $81,255 $75,917
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LIABILITIES & STOCKHOLDERS' EQUITY
Short-term Borrowings .............................. $ 4,837 $13,217
Accounts Payable ................................... 11,829 11,279
Other Current Liabilities .......................... 4,733 8,795
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Total Current Liabilities ....................... 21,399 33,291
Long-term Debt ..................................... 7,053 8,493
Other Liabilities .................................. 2,619 2,540
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Total Liabilities ............................... 31,071 44,324
Stockholders' Equity ............................... 50,184 31,593
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY ........ $81,255 $75,917
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