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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: OCTOBER 2, 2000 Commission File No. 0-23521
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(Date of earliest event reported)
MKS INSTRUMENTS, INC.
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(Exact name of Registrant as specified in its Charter)
Massachusetts 04-2277512
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Six Shattuck Road, Andover, Massachusetts 01810
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(Address of principal executive offices) (Zip Code)
(978) 975-2350
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On October 2, 2000, MKS Instruments, Inc. ("MKS"), Mango Subsidiary Corp.,
a wholly owned subsidiary of MKS ("Sub") and Applied Science and Technology,
Inc. ("ASTeX") entered into an Agreement and Plan of Merger ("Merger
Agreement"). Pursuant to the Merger Agreement, Sub will merge with and into
ASTeX, with ASTeX surviving the merger as a wholly owned subsidiary of MKS. The
merger, which has been approved by the Board of Directors of each company, is
subject to regulatory and MKS and ASTeX stockholder approval and other customary
conditions to closing.
Certain affiliates of ASTeX, holding an aggregate of approximately 5.9% of
the outstanding shares of ASTeX common stock, have agreed to vote in favor of
the merger. In the event that
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the Merger Agreement is terminated under certain circumstances, a termination
fee of $9,075,000 is payable.
Pursuant to the Merger Agreement, MKS will issue 0.7669 share of MKS common
stock for each share of ASTeX common stock outstanding immediately prior to the
close of the transaction. Based on the number of shares of ASTeX and MKS
currently outstanding, MKS will issue approximately 11 million shares of its
common stock to complete the merger, representing approximately 30% of MKS's
then outstanding shares. In addition, MKS will assume all ASTeX stock options
outstanding at the effective time of the merger. The transaction is intended to
be treated as a tax-free reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended, and is expected to be accounted
for as a pooling transaction.
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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.
Dated: October 11, 2000 MKS INSTRUMENTS, INC.
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/s/ Ronald C. Weigner
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Ronald C. Weigner
Vice President and Chief Financial
Officer
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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99.1 Press release dated October 2, 2000 by the Registrant.
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