FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
OMB Number 3235-0104
Expires: April 30, 1997
Estimated average burden
hours per response ......0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Philips Electronics N.V.
(Last) (First) (Middle)
Groenewoudseweg 1
(Street)
5621 BA, Eindhoven, The Netherlands
(City) (State) (Zip)
2. Date of Event Requiring Statement
(Month/Day/Year)
February 21, 1997
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
FEI Company (FEIC)
5. Relationship of Reporting Person to Issuer
(Check all applicable)
____ Director /X/ 10% Owner
____ Officer (give title below) ____ Other (specify below)
____________________________________________________________
6. If Amendment, Date of Original (Month/Day/Year)
<PAGE>
FORM 3 (continued)
TABLE I -- Non-Derivative Securities Beneficially owned
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect
(Instr. 4) Benefficially Owned Direct (D) or Beneficial Ownership
(Instr. 4) Indirect (I) (Instr. 5)
(Instr. 5)
<S> <C> <C> <C>
Common Stock 9,728,807 I By Philips Industrial
Electronics International B.V.
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Responses) (Over)
SEC 1473 (3/91)
<PAGE>
FORM 3 (continued)
TABLE II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of 2. Date Exercisable 3. Title and Amount 4. Conversion or 5. Ownership 6. Nature of
Derivative and Expiration of Securities Exercise Price Form of Indirect
Security Date (Month/Day/ Underlying of Derivative Derivative Beneficial
(Instr. 4) Year) Derivative Security Security: Ownership
Security Direct (D) or (Instr. 5)
Indirect (I)
(Instr. 5)
Date Expira- Amount or
Exer- tion Title Number of
cisable Date Shares
<S> <C> <C> <C> <C> <C> <C> <C>
Right to be 2/21/97 N.A. Common 1,576,826 None I By Philips
issued Common Stock Industrial
Stock Electronics
International B.V.
</TABLE>
Explanation of Reponses:
Pursuant to the Combination Agreement, dated November 15, 1996 (the "Combination
Agreement"), between Philips Industrial Electronics International B.V. ("PIE")
and FEI Company, PIE was issued 9,728,807 shares of Common Stock at the closing
(the "Closing") of the Combination Agreement on February 21, 1997 and may be
issued without additional consideration up to 1,576,826 additional shares of
Common Stock (the "Additional Shares") from time to time in the future in
accordance with the terms and conditions of the Combination Agreement. Such
Additional Shares are issuable to PIE upon the exercise, subsequent to Closing,
by other persons of options outstanding as of Closing to purchase shares of
Common Stock. In accordance with Rule 13d-3 under the Securities and Exchange
Act of 1934, as amended, PIE may be deemed to have beneficial ownership of these
Additional Shares of Common Stock. By virtue of the fact that PIE is a wholly
owned subsidiary of Philips Electronics N.V., Philips Electronics N.V. may be
deemed to beneficially own the shares of Common Stock beneficially owned by PIE.
**Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ Arie Westerlaken March 3, 1997
---------------------------------- Date
**Philips Electronics N.V.
By: Arie Westerlaken
Title: General Secretary
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, See Instruction 6 for procedure.
Page 2
SEC 1473 (3/91)
<PAGE>
FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
OMB Number 3235-0104
Expires: April 30, 1997
Estimated average burden
hours per response ......0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
Philips Industrial Electronics International B.V.
(Last) (First) (Middle)
Zwaanstraat 1
(Street)
5651 CA, Eindhoven, The Netherlands
(City) (State) (Zip)
2. Date of Event Requiring Statement
(Month/Day/Year)
February 21, 1997
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
FEI Company (FEIC)
5. Relationship of Reporting Person to Issuer
(Check all applicable)
____ Director /X/ 10% Owner
____ Officer (give title below) ____ Other (specify below)
____________________________________________________________
6. If Amendment, Date of Original (Month/Day/Year)
<PAGE>
FORM 3 (continued)
TABLE I -- Non-Derivative Securities Beneficially owned
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect
(Instr. 4) Benefficially Owned Direct (D) or Beneficial Ownership
(Instr. 4) Indirect (I) (Instr. 5)
(Instr. 5)
<S> <C> <C> <C>
Common Stock 9,728,807 D
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Responses) (Over)
SEC 1473 (3/91)
<PAGE>
FORM 3 (continued)
TABLE II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of 2. Date Exercisable 3. Title and Amount 4. Conversion or 5. Ownership 6. Nature of
Derivative and Expiration of Securities Exercise Price Form of Indirect
Security Date (Month/Day/ Underlying of Derivative Derivative Beneficial
(Instr. 4) Year) Derivative Security Security: Ownership
Security Direct (D) or (Instr. 5)
Indirect (I)
(Instr. 5)
Date Expira- Amount or
Exer- tion Title Number of
cisable Date Shares
<S> <C> <C> <C> <C> <C> <C> <C>
Right to be 2/21/97 N.A. Common 1,576,826 None D
issued Common
Stock
</TABLE>
Explanation of Reponses:
Pursuant to the Combination Agreement, dated November 15, 1996 (the "Combination
Agreement"), between Philips Industrial Electronics International B.V. ("PIE")
and FEI Company, PIE was issued 9,728,807 shares of Common Stock at the closing
(the "Closing") of the Combination Agreement on February 21, 1997 and may be
issued without additional consideration up to 1,576,826 additional shares of
Common Stock (the "Additional Shares") from time to time in the future in
accordance with the terms and conditions of the Combination Agreement. Such
Additional Shares are issuable to PIE upon the exercise, subsequent to Closing,
by other persons of options outstanding as of Closing to purchase shares of
Common Stock. In accordance with Rule 13d-3 under the Securities and Exchange
Act of 1934, as amended, PIE may be deemed to have beneficial ownership of these
Additional Shares of Common Stock.
**Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ Theo Sonnemanns March 3, 1997
----------------------------------- Date
**Philips Industrial Electronics
International B.V.
By: Theo Sonnemanns
Title: CFO and Vice President
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, See Instruction 6 for procedure.
Page 2
SEC 1473 (3/91)
