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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 (Date of earliest event reported) April 25, 1996
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KLA Instruments Corporation
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(Exact name of registrant as specified in charter)
Delaware 0-9992 04-2564110
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
160 Rio Robles, San Jose, California 95134
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 468-4200
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On March 15, 1989, the Board of Directors of KLA Instruments
Corporation (the "Company") announced that it declared a dividend distribution
of one Common Stock Purchase Right (individually, a "Right," and collectively,
the "Rights") for each outstanding share of Common Stock, par value $0.001 per
share ("Common Stock"), of the Company. The distribution was paid as of March
27, 1989, to stockholders of record on that date. Each Right entitled the
registered holder to purchase from the Company one share of Common Stock at a
price of $50.00 per share (as adjusted for subsequent stock splits) and to
certain rights that vest upon certain triggering events, including certain
acquisitions resulting in the acquiring person owning 20% or more (the
"Acquisition Threshold") of the outstanding Common Stock. On April 25, 1996, the
Board of Directors of the Company approved the amendment and restatement of the
Rights Agreement between the Company and The First National Bank of Boston, as
Rights Agent (the "Rights Agent"), (i) to provide, among other things, that the
Rights will entitle each registered holder to purchase one share of Common Stock
at a price of $160.00 per share (the "Purchase Price"), (ii) to reduce the
Acquisition Threshold from 20% to 15%, (iii) to extend the term from 1999 to
2006, (iv) to add an exchange provision and (v) to make certain other technical
changes. The description and terms of the Rights, as amended are set forth in
the Amended and Restated Rights Agreement dated as of April 25, 1996 (the
"Rights Agreement") between the Company and the Rights Agent.
Until the earlier to occur of (i) the 10th day after a public
announcement that a person or group of affiliated or associated persons
("Acquiring Person"), other than the Company, any subsidiary of the Company, any
employee benefit plan or employee stock plan of the Company or of any subsidiary
of the Company ("Exempt Person") or a person acting solely in his capacity as an
officer, director or employee of an Exempt Person, has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the outstanding Common
Stock of the Company (other than solely as a result of a reduction in the number
of shares of Common Stock outstanding that is not followed by an additional
acquisition of Common Stock by such person) or such earlier date as a majority
of the Board of Directors shall become aware of such acquisition of the Common
Stock (the "Stock Acquisition Date") or (ii) the tenth business day (subject to
extension by the Board prior to the time a person becomes an Acquiring Person)
following the commencement of, or public announcement of an intention to
commence, a tender or exchange offer (other than a tender or exchange offer by
an Exempt Person), the consummation of which would result in the ownership of
15% or more of the outstanding Common Stock (the earlier of such dates being
called the "Distribution Date"), or until such earlier date as the Rights are
redeemed or expire, the Rights will be evidenced, with respect to any Common
Stock certificate outstanding as of March 27, 1989, by such Common Stock
certificate with a copy of a Summary of Rights attached thereto and will be
represented by and transferred with, and only with, the Common Stock. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
certificates issued for Common Stock (including, without limitation,
certificates issued upon
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transfer or exchange of Common Stock) after March 27, 1989 will bear a legend
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any of the Company's Common Stock certificates, with or without the aforesaid
legend or a copy of a Summary of Rights attached thereto, will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Company's Common Stock as of the close of business on
the Distribution Date, and such Right Certificates alone will evidence the
Rights from and after the Distribution Date.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on April 24, 2006, unless earlier redeemed
by the Company as described below.
The Purchase Price payable and the number of shares of Common Stock or
other securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on or a subdivision, combination or reclassification of the Common
Stock, (ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for Common Stock or convertible securities at less than
the current market price of the Common Stock or (iii) upon the distribution to
holders of the Common Stock of evidences of indebtedness, assets or subscription
rights or warrants other than those referred to above. In any such event, in
lieu of an adjustment in the number of shares of Common Stock issuable upon
exercise of a Right, the Company may elect to adjust the number of Rights.
In the event (i) any Person (other than an Exempt Person) becomes the
beneficial owner of 15% or more of the then outstanding shares of Common Stock,
(ii) any Acquiring Person or any of its Affiliates or Associates, directly or
indirectly, (1) merges into the Company or any of its subsidiaries or otherwise
combines with the Company or any of its subsidiaries in a transaction in which
the Company or such subsidiary is the continuing or surviving corporation of
such combination, the Common Stock of the Company remains outstanding and no
shares thereof are changed into or exchanged for stock or other securities of
any other person or of the Company or cash or any other property, (2) transfers,
in one or more transactions, any assets to the Company or any of its
subsidiaries in exchange for capital stock of the Company or any of its
subsidiaries or for securities exercisable for or convertible into such capital
stock or otherwise obtains from the Company or any of its subsidiaries, with or
without consideration, any such capital stock or securities exercisable for or
convertible into such capital stock (other than as part of a pro rata offer or
distribution to all holders of such stock), (3) sells, purchases, leases,
exchanges, mortgages, pledges, transfers or otherwise disposes of, to, from or
with the Company or any of its subsidiaries, assets on terms and conditions less
favorable to the Company or such subsidiary than the Company or such subsidiary
would be able to obtain in arm's-length negotiation with an unaffiliated third
party, (4) receives any compensation for services from the Company or any of its
subsidiaries other than
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compensation for employment as a regular or part-time employee or fees for
serving as a director at rates in accordance with the Company's (or its
subsidiary's) past practice, (5) receives the benefit (except proportionately as
a stockholder) of any loans, advances, guarantees, pledges or other financial
assistance or tax credit or advantage, or (6) engages in any transaction with
the Company or any of its subsidiaries involving the sale, license, transfer or
grant of any right in, or disclosure of, any patents, copyrights, trade secrets,
trademarks or know how (or any other intellectual or industrial property rights
recognized under the laws of any country) which the Company or any of its
subsidiaries owns or has the right to use on terms and conditions not approved
by the Board of Directors of the Company, or (iii) while there is an Acquiring
Person, there shall occur any reclassification of securities (including any
reverse stock split), any recapitalization of the Company, any merger or
consolidation of the Company with any of its subsidiaries or any other
transaction or transactions involving the Company or any of its subsidiaries
(whether or not involving the Acquiring Person) which has the effect of
increasing by more than 1% the proportionate share of the outstanding shares of
any class of equity securities of the Company or any of its subsidiaries which
is directly or indirectly owned or controlled by the Acquiring Person (such
transactions being collectively referred to herein as "Section 11(a)(ii)
Events"), then, and in each such case, each holder of record of a Right, other
than the Acquiring Person, will thereafter have the right to receive, upon
payment of the Purchase Price, that number of shares of Common Stock having a
market value at the time of the transaction equal to twice the Purchase Price.
To the extent that insufficient shares of Common Stock are available for the
exercise in full of the Rights, holders of Rights will receive upon exercise
shares of Common Stock to the extent available and then cash, property or other
securities of the Company, in proportions determined by the Company, so that the
aggregate value received is equal to twice the Purchase Price. Rights are not
exercisable following the occurrence of the events set forth in this paragraph
until the expiration of the period during which the Rights may be redeemed as
described below. The holder of any Rights that are or were, at any time on or
after the Distribution Date, beneficially owned by an Acquiring Person that is
or was involved in or that caused or facilitated, directly or indirectly, the
event or transaction or transactions described in this paragraph shall not be
entitled to the benefit of the adjustment described in this paragraph.
Unless the Rights are earlier redeemed, in the event that, after the
Rights have become exercisable, the Company is acquired in a merger or other
business combination in which any shares of the Company's Common Stock are
changed into or exchanged for other securities or assets (other than a merger or
other business combination in which the voting power represented by the
Company's securities outstanding immediately prior thereto continues to
represent all of the voting power represented by the securities of the Company
thereafter and the holders of such securities have not changed as a result of
such transaction) or more than 50% of the assets or earning power of the Company
and its subsidiaries (taken as a whole) are sold or transferred in one or a
series of related transactions (such transactions being collectively referred to
herein as "Section 13 Events"), the Rights Agreement provides that proper
provision shall be made so that each holder of record of a Right will,
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from and after such date, have the right to receive, upon payment of the
Purchase Price, that number of shares of common stock of the acquiring company
having a market value at the time of such transaction equal to two times the
Purchase Price.
No fractional shares of Common Stock will be issued upon exercise of
the Rights, and, in lieu thereof, a payment in cash will be made to the holder
of such Rights equal to the same fraction of the current market value of a share
of Common Stock.
At any time until the time that any person becomes an Acquiring Person,
the Board of Directors may redeem the Rights in whole, but not in part, at a
price of $.01 per Right. Immediately upon the action of the Board authorizing
redemption of the Rights, the right to exercise the Rights will terminate, and
the only right of the holders of Rights will be to receive the Redemption Price
without any interest thereon.
At any time after the occurrence of a Section 11(a)(ii) Event, but
prior to (i) such time as any person (other than an Exempt Person) acquires
direct or indirect beneficial ownership of 50% or more of the Common Stock then
outstanding and (ii) any Section 13 Event, the Board of Directors of the Company
may exchange all or any portion of the outstanding Rights (other than Rights
held by any Acquiring Person) for shares of Common Stock at the rate of one
share of Common Stock per Right. Immediately upon the ordering of such exchange
and without any notice, the right to exercise such Rights shall terminate and
the only right thereafter of a holder of such Rights shall be to receive shares
of Common Stock pursuant to the exchange. In the event there are insufficient
shares of authorized Common Stock to permit any exchange of Rights, the Company
shall take all actions necessary to authorize additional shares.
Before the first occurrence of a Section 11(a)(ii) Event, the Company
may, except with respect to the redemption price, amend the Rights in any manner
(including an amendment that provides that the Rights shall become exercisable
for shares or fractions of shares of preferred stock of the Company that are
economically common stock equivalents). After any person becomes an Acquiring
Person, the Company may amend the Rights in any manner that does not adversely
affect the interests of holders of the Rights.
Until a Right is exercised, the holder, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.
The issuance of the Rights is not taxable to the Company or to
stockholders under currently existing federal income tax law. If the Rights
should become exercisable, stockholders, depending on then existing
circumstances, may recognize taxable income. The issuance of the Rights will not
affect the manner in which the Common Stock can be traded.
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The Rights have certain anti-takeover effects. Under certain
circumstances the Rights could cause substantial dilution to a person or group
who attempts to acquire the Company on terms not approved by the Company's Board
of Directors. The Rights should not interfere with any merger or other business
combination approved by the Board.
The foregoing description of the Rights is qualified in its entirety by
reference to the form of Rights Agreement (including as Exhibit A the form of
Right Certificate and as Exhibit B the Summary of Terms of Rights), which is
filed herewith as Exhibit 4.1.
Item 7. Financial Statements and Exhibits.
The following exhibits are filed herewith:
4.1. Amended and Restated Rights Agreement dated as of April 25,
1996 between KLA Instruments Corporation and The First
National Bank of Boston as Rights Agent (including as Exhibit
A the form of Right Certificate and as Exhibit B the Summary
of Terms of Rights), incorporated by reference to Exhibit 1 to
the Form 8-A/A Amendment No. 2 filed by the Company on
September 24, 1996.
99.1 Press Release, dated April 26, 1996, incorporated by reference
to Exhibit 2 to the Form 8-A/A Amendment No. 2 filed by the
Company on September 24, 1996.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
KLA INSTRUMENTS CORPORATION
By: Christopher Stoddart
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Christopher Stoddart, Treasurer
Dated: September 23, 1996
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