<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________ to ___________
COMMISSION FILE NUMBER 0-9992
KLA INSTRUMENTS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 04-2564110
-------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
160 Rio Robles
San Jose, California
(Address of principal executive offices)
95134
(Zip Code)
Registrant's telephone number, including area code: (408) 434-4200
______________________________________________
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes ___X___ No______
Common shares outstanding at December 31, 1994: 23,224,000
THIS AMENDMENT 10-Q/A CONTAINS 4 PAGES
<PAGE> 2
FORM 10-Q/A AMENDMENT
The registrant hereby amends Part II Item 4 Submission of Matters to
a Vote of Security holders by filing herewith Item 4 Submission of Matters to a
Vote of Security Holders.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
KLA INSTRUMENTS CORPORATION
By: /s/ William Turner
-------------------------------
William Turner
Vice President/Corporate Controller
Date: February 15, 1995
<PAGE> 4
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
An annual meeting of the stockholders was held on November 16, 1994 at the
Company's San Jose headquarters.
At the meeting Mr. Leo Chamberlain and Mr. Dag Tellefsen were elected directors
of the Company. Mr. Kenneth Levy, Mr. Robert Lorenzini, Mr. Samuel
Rubinovitz, Dr. Yoshio Nishi, and Mr. Kenneth Schroeder continued in the office
as directors after the meeting.
At the meeting four items were put to a vote of stockholders:
1. Election of two directors
2. Approval of an amendment to the 1981 Employee Stock Purchase Plan to
increase the number of shares reserved for issuance under the Purchase
Plan by 300,000 shares.
3. Approval of an amendment to the 1982 Stock Option Plan to increase the
number of shares reserved for issuance by 1,600,000 shares and to
implement a per optionee share limitation.
4. Ratification of the appointment of Price Waterhouse as the independent
accountants of the Company for the fiscal year ending June 30, 1995.
The voting results were:
<TABLE>
<CAPTION>
Item For Against Withheld Abstain No Vote
- ---- --- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
1. Directors
---------
Mr. Chamberlain 19,838,660 0 24,503
Mr. Tellefsen 18,070,362 0 1,792,801
2. 17,040,867 532,920 32,141 2,257,235
3. 12,993,823 4,529,327 36,762 2,303,251
4. 19,830,633 6,501 26,029
</TABLE>
