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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Micrion Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
59479P 102
(CUSIP Number)
Christopher Stoddart, Treasurer
KLA Instruments Corporation
160 Rio Robles, San Jose, CA 95134
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
with a copy to:
Alan B. Kalin, Esq.
Graham & James LLP
600 Hansen Way
Palo Alto, CA 94304-1043
May 7, 1996
(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 [ ].
Check the following box if a fee is being paid with this statement
[x]. (A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act, but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 59479P 102
(1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos.
of Above Persons
KLA Instruments Corporation/TIN No. 04-2564110
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) x See Item 5(b)(ii)
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceeding Is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Delaware
Shares Bene-
ficially (7) Sole Voting Power 244
Owned by
Each Report- (8) Shared Voting Power 0
ing Person
With (9) Sole Dispositive Power 215,244
(10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
215,244
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row 11 5.34%
(14) Type of Reporting Person (See Instructions) CO
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INTRODUCTION.
This Statement constitutes the initial filing of KLA Instruments
Corporation ("KLA"). Effective May 7, 1996, KLA and Kenneth Levy, on the one
hand, and Micrion Corporation (the "Issuer") and certain of its affiliates and
other persons, on the other hand, entered into a settlement agreement to settle
certain litigation claims each party has against the other (the "Settlement
Agreement"). Pursuant to the terms of the Settlement Agreement, Micrion
received an aggregate of 215,000 shares of Common Stock of the Issuer from the
Issuer and one of its affiliates. Together with its prior ownership of 244
shares of the Micrion Common Stock (as defined below), KLA now is the beneficial
owner of 215,244 shares of Micrion Common Stock, representing 5.34% of the
4,027,189 shares of Common Stock which the Issuer informed KLA were outstanding
on May 7, 1996.
ITEM 1. SECURITY AND ISSUER:
This Statement relates to the Common Stock, par value $0.01 per share
(the "Micrion Common Stock"), of the Issuer. The Micrion Common Stock trades
on the NASDAQ National Market. The Issuer's principal executive offices are
located at One Corporation Way, Peabody, MA 01960-7990. The Issuer's
telephone number is (508) 531-6464.
ITEM 2. IDENTITY AND BACKGROUND:
(a-c) This Statement is filed by KLA with respect to shares of
Micrion Common Stock held or beneficially owned by KLA. The principal business
address of KLA is KLA Instruments Corporation, 160 Rio Robles, San Jose, CA
95161-9055. The principal business of KLA is the design, manufacture,
marketing and service of yield management and process monitoring systems for
the semiconductor industry. KLA is a Delaware corporation.
The attached Exhibit 1 provides the following information with respect
to each director and executive officer of KLA: (i) name; (ii) residence or
business address, (iii) present principal occupation or employment and the
name, principal business and address of any corporation or other organization
in which such employment is conducted, and (iv) citizenship.
(d) Neither KLA nor, to the best of its knowledge, any of KLA's
directors and executive officers named in Exhibit 1 has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Neither KLA nor, to the best of its knowledge, any of KLA's
directors and executive officers named in Exhibit 1 was, during the last five
years, 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
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future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f) KLA is a Delaware corporation. The citizenship of each of KLA's
directors and executive officers is set forth on Exhibit 1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
Prior to the Settlement Agreement, KLA owned an aggregate of 710,808
shares of preferred stock of the Issuer (the"Original Shares"), which were
converted into 367 shares of Preferred Stock through a series of refinancing
transactions which occurred during the period of June through August 1993
(the "Refinancing"). As of the effective date of the Issuer's registration
statement with respect to its initial public offering of Micrion Common Stock
(the "Micrion IPO"), those 367 shares of Preferred Stock represented 244 shares
of Micrion Common Stock. The Original Shares were purchased for the purpose of
investment for an aggregate consideration of $3,535,000, using funds from the
working capital of KLA.
In connection with the Settlement Agreement, KLA received an aggregate
of 215,000 shares of Micrion Common Stock (the "Settlement Shares") from the
Issuer and one of its affiliates on May 7, 1996. The consideration for the
Settlement Shares was the release and dismissal of certain claims of KLA against
the Issuer and certain of its affiliates and other persons, as provided in the
Settlement Agreement. In addition, the Issuer and such affiliates and other
persons released and dismissed certain claims against KLA and Kenneth Levy. The
Settlement Shares consisted of newly issued shares of Micrion Common Stock
delivered by the Issuer and shares of Micrion Common Stock held by one of the
Issuer's affiliates.
Samuel A. Harrell ("Mr. Harrell"), Senior Vice President, Strategic
Business Development, of KLA, acquired 30,000 shares of preferred stock of
Micrion (the "Harrell Shares") prior to the Micrion IPO, which, as of the
effective date of the Micrion IPO, represented 10 shares of Micrion Common
Stock. Mr. Harrell purchased the Harrell Shares for investment purposes, using
his personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
(i) The purpose of the acquisition of the Original Shares by KLA was
for investment, and the purchase of the Original Shares was not made for the
purpose of acquiring control of the Issuer. The Settlement Shares were
acquired by KLA in exchange for the release of claims based on the diminution
in the value of KLA's interest in the Original Shares, as described in Item 3
of this Statement. The issuance and transfer of the Settlement Shares was
intended to restore the ownership interest of KLA in the Issuer to its
condition as it existed immediately prior to the Refinancing. In the
Settlement Agreement, KLA advised the Issuer that KLA deems the Settlement
Shares to be a part of KLA's ownership interest in the Issuer prior to the
Refinancing.
(ii) Mr. Harrell purchased the Harrell Shares for investment.
(iii) Neither KLA nor, to the best of its knowledge, any of its
directors or officers named in Exhibit 1, has any plans or proposals which
relate to, or could result in, any of the matters referred to in paragraphs (a)
through (j), inclusive, of Item 4 of the Instructions for Schedule 13D. KLA
and the directors and officers named in Exhibit 1 may, at any time and from
time to time, review or reconsider their position with respect to the Issuer,
and may form plans or proposals with respect to any of such matters, but none
of them has a present intention of doing so.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (i) KLA is the beneficial owner of 215,244 shares of Micrion
Common Stock, representing 5.34% of the outstanding shares of Micrion Common
Stock. Each individual executive officer and director of KLA named in
Exhibit 1 disclaims all beneficial interest in the 215,244 shares of Micrion
Common Stock which are the subject of this Statement.
(ii) Mr. Harrell is the beneficial owner of the Harrell
Shares, representing less than 0.01% of the Micrion Common Stock. KLA disclaims
all beneficial interest in the Harrell Shares.
(b) (i) KLA has the sole power to dispose of all of the Micrion
Common Stock owned by it, and the sole power to vote the Original Shares.
(ii) Pursuant to the terms of the Irrevocable Proxy, a copy
of which is attached hereto as Exhibit 2, the holder of the Irrevocable Proxy
has the sole power to vote all of the Settlement Shares held by KLA. Pursuant
to the terms of the Settlement Agreement, the holder of the Irrevocable Proxy
is filing a separate Schedule 13D which sets forth the information with respect
to the holder of the Irrevocable Proxy requested in Item 2 of Schedule 13D.
(iii) Mr. Harrell has the sole power to vote and to dispose of
all of the Harrell Shares.
(c) During the past 60 days, neither KLA nor, to the best of its
knowledge, any of its directors or executive officers named in Exhibit 1 has
effected any transaction with respect to the Micrion Common Stock, except for
KLA's acquisition of the Settlement Shares pursuant to the terms of the
Settlement Agreement.
(d) (i) No person other than KLA is known to have the right to
receive or the power to direct the receipt of dividends from or the proceeds of
sale of the Original Shares and the Settlement Shares.
(ii) No person other than Mr. Harrell is known to have the
right to receive or the power to direct the receipt of dividends from other
proceeds of sale of the Harrell Shares.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
KLA has the right to request the Issuer to register all of the
Settlement Shares pursuant to a registration statement on Form S-3 or an
equivalent form as promptly as is practicable following KLA's written request.
KLA delivered a letter requesting registration of all of the Settlement Shares
to the Issuer on May 7, 1996. Consequently, under the Settlement Agreement,
the Issuer is obligated to file a registration statement for the resale of the
Settlement Shares with the Securities and Exchange Commission as soon as is
practicable, but in no event later than May 22, 1996.
The Settlement Shares are subject to an Irrevocable Proxy in favor of
Nicholas P. Economou, for so long as Mr. Economou is the President of Micrion
Corporation, and thereafter, in favor of any person acting as the President of
Micrion Corporation.
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Other than as set forth above, neither KLA nor any of its executive
officers and directors is a party to any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Directors and Executive Officers of KLA
Exhibit 2. Irrevocable Proxy
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
KLA INSTRUMENTS CORPORATION
/s/ CHRISTOPHER STODDART
---------------------------------------------
(Signature)
Christopher Stoddart, Treasurer
---------------------------------------------
(Name and Title)
May 17, 1996
---------------------------------------------
(Date)
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EXHIBIT 1
DIRECTORS AND EXECUTIVE OFFICERS OF KLA INSTRUMENTS CORPORATION
<TABLE>
<CAPTION>
Name and Business Address Position/Occupation Citizenship
- ------------------------- ------------------- -----------
<S> <C> <C>
Kenneth Levy Chairman of the Board of Directors and U.S.A.
KLA Instruments Corporation Chief Executive Officer
160 Rio Robles
San Jose, CA 95134
Kenneth Schroeder President, Chief Operating Officer and U.S.A.
KLA Instruments Corporation Director
160 Rio Robles
San Jose, CA 95134
Robert J. Boehlke Vice President of Finance and U.S.A.
KLA Instruments Corporation Administration, Chief Financial Officer
160 Rio Robles and Assistant Secretary
San Jose, CA 95134
Frank Brienzo Vice President, Asia Operations U.S.A.
KLA Instruments Corporation
160 Rio Robles
San Jose, CA 95134
Virginia J. Demars Vice President, Human Resources U.S.A.
KLA Instruments Corporation
160 Rio Robles
San Jose, CA 95134
Gary E. Dickerson Vice President, Wafer Inspection U.S.A.
KLA Instruments Corporation
160 Rio Robles
San Jose, CA 95134
Samuel Harrell Senior Vice President, Strategic U.S.A.
KLA Instruments Corporation Business Development
160 Rio Robles
San Jose, CA 95134
Michael N. Morrissey Group Vice President, Customer Group U.S.A.
KLA Instruments Corporation
160 Rio Robles
San Jose, CA 95134
</TABLE>
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<TABLE>
<CAPTION>
Name and Business Address Position/Occupation Citizenship
- ------------------------- ------------------- -----------
<S> <C> <C>
Neil Richardson Vice President, Metrology U.S.A.
KLA Instruments Corporation
160 Rio Robles
San Jose, CA 95134
Magnus O.W. Ryde Vice President, U.S. and European Sales Sweden
KLA Instruments Corporation Organizations
160 Rio Robles
San Jose, CA 95134
Arthur P. Schnitzer Group Vice President, Wafer and Reticle U.S.A.
KLA Instruments Corporation Inspection
160 Rio Robles
San Jose, CA 95134
Christopher Stoddart Treasurer U.S.A.
KLA Instruments Corporation
160 Rio Robles
San Jose, CA 95134
Bin-Ming Ben Tsai Vice President and Chief Technical Officer U.S.A.
KLA Instruments Corporation
160 Rio Robles
San Jose, CA 95134
William Turner Vice President and Corporate Controller U.S.A. and
KLA Instruments Corporation Canada
160 Rio Robles
San Jose, CA 95134
Nicholas Szabo Director of Legal Affairs and U.S.A.
KLA Instruments Corporation Assistant Secretary
160 Rio Robles
San Jose, CA 95134
Edward W. Barnholt Director of KLA, General Manager, U.S.A.
Hewlett-Packard Company Test and Measurement,
5301 Stevens Creek Boulevard Hewlett-Packard Company
Santa Clara, CA 95052
Leo J. Chamberlain Director of KLA, Retired U.S.A.
P.O. Box 204
Captain Cook, HI 96704
Robert E. Lorenzini Director of KLA, Chairman, U.S.A.
Sun Power Corporation Sun Power Corporation
430 Indio Way
Sunnyvale, CA 94086
</TABLE>
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<TABLE>
<CAPTION>
Name and Business Address Position/Occupation Citizenship
- ------------------------- ------------------- -----------
<S> <C> <C>
Yoshio Nishi Director of KLA, Director of U.S.A.
Texas Instruments, Inc. Research and Development,
13536 North Central Expressway Vice President of the Semiconductor
Dallas, TX 75243 Group, Texas Instruments, Inc.
Samuel Rubinovitz Director of KLA, Retired U.S.A.
3 Bowser Road
Lexington, MA 02173
Dag Tellefsen Director of KLA, Venture Capitalist Norway
Glenwood Management
3000 Sand Hill Road
Building Four, Suite 230
Menlo Park, CA 94025
</TABLE>
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EXHIBIT 2
IRREVOCABLE PROXY
KNOW ALL BY THESE PRESENTS that KLA INSTRUMENTS CORPORATION (the
"Stockholder") does hereby make, constitute and appoint NICHOLAS P. ECONOMOU
("Economou"), or, in the event that Economou is no longer serving as President
of Micrion Corporation, the person who is then serving as the President of
Micrion Corporation (the "Corporation"), for it and in its stead to act as its
proxy in respect of the 215,000 shares of Common Stock, no par value, or such
other number of shares then owned by the Stockholder (the "Shares"), of the
Corporation acquired by the Stockholder in connection with the settlement of
certain litigation in the Essex County Superior Court, Salem, Massachusetts,
entitled KLA Instruments Corporation v. Micrion Corporation, et al., Civil
Action No. 93-2942A, giving and granting Economou (or any successor) full
power and authority to (i) vote all of the Shares beneficially owned by the
Stockholder, either in person or by proxy, or give written consent in lieu of
voting thereof, (ii) waive any notice of any regular or special meeting of
stockholders of the Corporation and (iii) call meetings of stockholders of the
Corporation, as the Stockholder might or could do if personally present with
full power of substitution, appointment and revocation.
At all times hereafter, the Stockholder shall have the right to
transfer the Shares, in whole or in part, to any third party not controlling,
controlled by, or under common control with the Stockholder, and upon such sale
or transfer the transferred shares shall no longer be subject to this
irrevocable proxy.
This proxy is coupled with an interest (which interest includes, among
other things, the settlement of the above-referenced litigation and the
agreements between the Corporation, of which Economou is the President, and the
Stockholder in connection therewith), is irrevocable and shall be binding upon
the Stockholder and its representatives, successors and assigns.
IN WITNESS WHEREOF, the undersigned has executed this irrevocable
proxy as of May 7, 1996.
KLA INSTRUMENTS CORPORATION
By: /s/
-----------------------------------
Name: Christopher Stoddart
Title: Treasurer
Accepted as of the date hereof
/s/
- --------------------------------
Nicholas P. Economou
President of Micrion Corporation
