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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
Cohu, Inc.
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(Name of Issuer)
Common Stock, $1.00 Par Value
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(Title of Class of Securities)
001751-19257610
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(CUSIP Number)
Nicholas J. Cedrone
One Monarch Drive, Littleton, MA 01460
(978) 486-1060
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 13, 1998
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
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CUSIP NO. 001751-19257610 13D Page 2 of 5
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Nicholas J. Cedrone
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
See Item 3 below
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
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6 Citizenship or Place of Organization
United States
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Number of 7 Sole Voting Power
Shares 719,819
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Beneficially 8 Shared Voting Power
Owned by
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Each 9 Sole Dispositive Power
Reporting 719,819
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Person With 10 Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
719,819
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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)
7.32%
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14 Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D Amends a Schedule 13D filed by Nicholas J. Cedrone in
December 1995. The class of equity securities to which this Statement on
Schedule 13D relates is the Common Stock, $1.00 par value per share (the "Common
Stock"), of Cohu, Inc. (the "Issuer" or "Cohu"), a Delaware corporation, with
its principal executive offices located at 5755 Kearny Villa Road in San Diego,
California 92123.
Principal Executive Officers of Issuer:
Charles A. Schwan, President & CEO
5755 Kearny Villa Road, San Diego, CA
John H. Allen, Vice President & CFO
5755 Kearny Villa Road, San Diego, CA
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Nicholas J. Cedrone, an individual
("Cedrone"). Cedrone has a business address at One Monarch Drive, Littleton,
Massachusetts 01460. Cedrone is employed as a Vice President of Daymarc, Inc., a
wholly-owned subsidiary of Cohu, Inc., which designs, develops and manufactures
test handling equipment for the semiconductor industry and is located at One
Monarch Drive, Littleton, Massachusetts 01460. Cedrone is the founder and sole
shareholder of Daymarc Corporation (See Item 3).
During the last five years, Cedrone has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Cedrone is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Schedule 13D filed by Cedrone in December 1995 related to the
issuance of 560,000 shares (all share amounts included herein have been adjusted
for Cohu's two-for-one stock split effective June 6, 1995) of Common Stock of
Cohu, Inc. $1.00 par value, to Cedrone. These shares were issued to Cedrone
pursuant to the Agreement and Plan of Merger dated June 16, 1994 by and among
Cohu, Inc., Daymarc Corporation, Cohu Acquisition Corporation, Nicholas J.
Cedrone and Melvyn Bosch (the "Merger Agreement"). The Merger Agreement, which
was included as Exhibit 1 to the Schedule 13D filed in December 1995, provided
that additional performance-based consideration would be payable to Cedrone in
Cohu Common Stock and cash through June 1998. During the four-year period ended
June 1998, Cohu issued a total of 143,819 shares of its Common Stock to Cedrone,
including 17,698 shares issued on February 13, 1998, pursuant to the Merger
Agreement.
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On July 21, 1994 the Issuer granted Cedrone options to purchase 20,000
shares of Cohu Common Stock. During the period from October 1995 to December
1998 Cedrone acquired 20,000 shares of Cohu Common Stock for cash upon the
exercise of an equivalent number of stock options.
During 1998 Cedrone donated 4,000 shares of Cohu Common Stock to a
nonprofit organization.
No part of the consideration used by Cedrone for the acquisition of Cohu
shares of Common Stock was borrowed.
ITEM 4. PURPOSE OF TRANSACTION
This Statement relates to (i) the shares of Cohu Common Stock issued to
Cedrone by the Issuer pursuant to the Merger Agreement and (ii) the subsequent
acquisition and disposition of shares of Cohu Common Stock as described in Item
3 above. The Shares were issued to Cedrone by the Issuer as consideration for
the Merger Agreement. Pursuant to the Merger Agreement, Daymarc Corporation
merged with and into Cohu Acquisition Corporation, a wholly-owned subsidiary of
the Issuer, the separate existence of Daymarc Corporation ceased and Cohu
Acquisition Corporation, as the surviving corporation in the Merger, changed its
name to Daymarc, Inc.
Other than as described above, Cedrone has no plans or proposals which
relate to, or may result in, any of the matters listed in Items 4(a)-(j) of
Schedule 13D (although Cedrone reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As a result of the issuance of shares of Cohu Common Stock pursuant to
the Merger Agreement and subsequent exercises of stock options, Cedrone may be
deemed to be the beneficial owner of 719,819 shares of Cohu Common Stock, which
would represent approximately 7.32% of the shares of Cohu Common Stock
outstanding (based on the number of shares of Common Stock outstanding on March
31, 1999). Cedrone has sole voting and dispositive power with respect to such
shares.
Cedrone has not acquired or disposed of any shares of Cohu Common Stock
during the past sixty (60) days.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except for the Merger Agreement, Cedrone has no contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Issuer, including, but not limited to, transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
1 Agreement and Plan of Merger, dated as of
June 16, 1994, by and among Cohu, Inc., Cohu
Acquisition Corporation, Daymarc
Corporation, N.J. Cedrone and Melvyn Bosch,
incorporated herein by reference from
Schedule 13D dated December 1, 1995.
</TABLE>
Signature
After reasonable inquiry and to the best of our knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
May 4, 1999
By: /s/ Nicholas J. Cedrone
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Name: Nicholas J. Cedrone
