<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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ASM INTERNATIONAL N.V.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THE NETHERLANDS 98-0101743
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
JAN VAN EYCKLAAN 10, 3723 BC BILTHOVEN, THE NETHERLANDS
(011) (31) 30 229 84 11
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ARTHUR H. DEL PRADO
ASM AMERICA INC.
3440 EAST UNIVERSITY DRIVE
PHOENIX, ARIZONA 85034
(602) 470-5700
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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COPIES TO:
P. ROBERT MOYA, ESQ.
QUARLES & BRADY LLP
ONE EAST CAMELBACK ROAD, SUITE 400
PHOENIX, ARIZONA 85012
(602) 230-5500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective and from time to
time thereafter.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
--------------------------- ------------ -------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common shares, par value Nlg. 0.01 per
share............................. 5,463,414(1) $ 25.625 $140,000,000 $36,960
</TABLE>
(1) Any additional common shares to be issued as a result of stock splits, stock
dividends, or similar transactions shall be covered by this registration
statement as provided in Rule 416.
(2) Estimated pursuant to Rule 457(c), based on the last reported sales price on
the Nasdaq National Market on September 1, 2000, solely for the purpose of
calculating the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED SEPTEMBER 6, 2000
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
ASM INTERNATIONAL N.V.
5,463,414 SHARES OF COMMON STOCK
This prospectus relates to 5,463,414 common shares to be offered for
sale from time to time by us. We will receive all of the proceeds (excluding
registration costs and underwriting discounts) from the sale of the shares.
We are selling shares pursuant to the terms of an agreement between us
and Canadian Imperial Holdings, Inc., the selling shareholder and underwriter.
Under the terms of this agreement:
- We can issue and sell to the underwriter up to $140,000,000 in
the aggregate of our common shares over the 24 month period of
the agreement, which began on July 6, 2000, but no more than
$10,000,000 each five trading days; and
- The underwriter is obligated to purchase the shares from us
for a purchase price equal to 95.5% of the simple average of
the volume weighted average trading price during the five
trading days preceding the date of sale.
Under certain circumstances, the underwriter may require that we issue
and sell shares to it under the agreement. For further information regarding the
terms governing the issuance and sale of shares under the agreement and the sale
of such shares by the underwriter, see "Plan of Distribution" on page 22.
We will pay for all of the costs relating to the registration of the
common shares, estimated to be approximately $250,000.
Our common stock is listed on the Nasdaq National Market under the
symbol "ASMI" and on the official market of the AEX-Stock Exchange in Amsterdam
under the symbol "ASM." On September 1, 2000, the closing sales price of our
common shares on the Nasdaq National Market was $25.625 and on the AEX-Stock
Exchange was (euro) 29.05.
BEFORE INVESTING IN THE SHARES, YOU SHOULD REVIEW THE RISK FACTORS BEGINNING ON
PAGE 3 OF THIS PROSPECTUS TO UNDERSTAND THE RISKS THAT MAY BE ASSOCIATED WITH
BUYING OUR SHARES.
None of the Securities and Exchange Commission, any state securities commission
or the AEX-Stock Exchange in Amsterdam has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is September 6, 2000.
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TABLE OF CONTENTS
<TABLE>
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Page
<S> <C>
Risk Factors 3
Special Note Regarding Forward-Looking Statements 20
Use of Proceeds 21
Plan of Distribution 22
The Selling Shareholder 25
Interests of Named Experts and Counsel 25
Where You Can Find Additional Information About ASM International 25
Documents Incorporated by Reference 25
</TABLE>
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You should rely only on the information contained or incorporated in this
prospectus. We have not authorized anyone to provide you with information
different from that contained in this prospectus. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or of any sale of the common shares.
We have not taken any action to permit a public offering of the common shares
outside the United States or to permit the possession or distribution of this
prospectus outside the United States. Persons outside the United States who come
into possession of this prospectus must inform themselves about and observe any
restrictions relating to the offering of the shares of common stock and the
distribution of this prospectus outside of the United States.
As used in this prospectus, the terms "we," "us," "our" and ASM International
mean ASM International N.V. and its subsidiaries, unless the context indicates
another meaning, and the term "common shares" means our common shares, par value
Nlg. 0.01 per share. Since we are a Netherlands company, the par value of our
common shares is expressed in Netherlands guilders, or "Nlg." We were
incorporated on March 4, 1968 as a Netherlands naamloze vennootschap, or public
limited liability company, and were known as Advanced Semiconductor Materials
International N.V. until November 1996.
Our principal executive offices are located at Jan van Eycklaan 10, 3723 BC
Bilthoven, the Netherlands. Our telephone number at that location is (011) (31)
30 229 84 11.
ABN AMRO Bank N.V. is our transfer agent and paying agent in the Netherlands.
Our New York transfer agent and registrar is Citibank, N.A.
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ASM, the ASM logo, Advance, Eagle and Epsilon are registered trademarks of ours.
IDEALine, Levitor, Polygon, Pulsar and SmartTool are trademarks of ours.
RISK FACTORS
You should carefully consider the following risk factors and other information
contained or incorporated by reference in this prospectus, including the
financial statements and the notes to those statements, before deciding to
invest in our common shares. Investing in our common shares involves a high
degree of risk. The risks and uncertainties described below may not be the only
ones we face. If any of the following risks actually occur, our business could
be harmed and the trading price of our common shares could decline, and you may
lose all or part of your investment. Please see the "Special Note Regarding
Forward-Looking Statements" on page 20 of this prospectus.
OUR QUARTERLY REVENUES AND OPERATING RESULTS FLUCTUATE DUE TO A VARIETY OF
FACTORS, WHICH MAY RESULT IN VOLATILITY OR A DECREASE IN THE PRICE OF OUR COMMON
SHARES.
Our quarterly revenues and operating results have varied significantly due to a
number of factors, including:
- cyclicality and other economic conditions in the semiconductor
industry;
- fluctuation in demand for our products;
- production capacity constraints;
- the timing of customer orders, cancellations and shipments;
- the length and variability of the sales cycle for our products;
- seasonality in demand for our products;
- the introduction of new products and enhancements by us and our
competitors;
- disruptions in sources of supply;
- the timing of our expenditures in anticipation of future orders;
- our ability to fund our capital requirements;
- changes in our pricing and pricing by our suppliers and competitors;
- our product and revenue mix; and
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- exchange rate fluctuations.
We expect our operating results to fluctuate in the future as a result of these
factors and a variety of other factors, including:
- the emergence of new industry standards;
- product obsolescence; and
- economic conditions generally or in various geographic areas where we
or our customers do business.
These factors are difficult or impossible to forecast.
In addition, we derive a substantial portion of our net sales from products that
have a high average selling price and significant lead times between the initial
order and delivery of the product. The timing and recognition of net sales from
customer orders can cause significant fluctuations in our operating results from
quarter to quarter. Gross margins realized on product sales vary depending upon
a variety of factors, including the mix of products sold during a particular
period, negotiated selling prices, the timing of new product introductions and
enhancements and manufacturing costs. A delay in a shipment near the end of a
fiscal quarter or year, due, for example, to rescheduling or cancellations by
customers or to unexpected manufacturing difficulties experienced by us, may
cause sales in a particular period to fall significantly below our expectations
and may materially adversely affect our operations for that period. In addition,
our need to continue expenditures for research, development and engineering make
it difficult for us to reduce expenses in a particular quarter if our sales
goals for that quarter are not met. The inability to adjust spending quickly
enough to compensate for any sales shortfall would magnify the adverse impact of
that sales shortfall on our results of operations. In addition, announcements by
us or our competitors of new products and technologies could cause customers to
defer purchases of our existing systems, which could negatively impact our
earnings and our financial position.
As a result of these factors, our operating results may vary significantly from
quarter to quarter. Any shortfall in revenues or net income from levels expected
by securities analysts and investors could cause a decrease in the trading price
of our common shares.
OUR BUSINESS COULD BE ADVERSELY AFFECTED BY THE CYCLICAL NATURE OF THE
SEMICONDUCTOR INDUSTRY.
We sell our products to the semiconductor industry, which is subject to sudden,
extreme, cyclical variations in product supply and demand. The timing, length
and severity of these cycles are difficult to predict. In some cases, these
cycles have lasted more than a year. Semiconductor
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manufacturers may contribute to these cycles by misinterpreting the conditions
in the industry and over- or under-investing in semiconductor manufacturing
capacity and equipment. We may not be able to respond effectively to these
industry cycles.
Downturns in the semiconductor industry often occur in connection with, or
anticipation of, maturing product cycles for both semiconductor companies and
their customers and declines in general economic conditions. Industry downturns
have been characterized by reduced demand for semiconductor devices and
equipment, production over-capacity and accelerated decline in average selling
prices. During a period of declining demand, we must be able to quickly and
effectively reduce expenses and motivate and retain key employees. Our ability
to reduce expenses in response to any downturn in the semiconductor industry is
limited by our need for continued investment in engineering and research and
development and extensive ongoing customer service and support requirements. In
addition, although we order materials and subassemblies in response to firm
orders, the long lead time for production and delivery of some of our products
creates a risk that we may incur expenditures or purchase inventories for
products which we cannot sell. A downturn in the semiconductor industry could
therefore harm our sales and revenues if demand drops or our gross margins if
average selling prices decline, for both our front-end and back-end businesses.
Industry upturns have been characterized by abrupt increases in demand for
semiconductor devices and equipment and production under-capacity. During a
period of increasing demand and rapid growth, we must be able to quickly
increase manufacturing capacity to meet customer demand and hire and assimilate
a sufficient number of qualified personnel. Our inability to ramp-up in times
of increased demand could harm our reputation and cause some of our existing or
potential customers to place orders with our competitors rather than us.
OUR STOCK PRICE COULD BE ADVERSELY AFFECTED BY THE RISK OF OWNERSHIP DILUTION
CAUSED BY THE ISSUANCE OF SHARES UNDER THE EQUITY LINE OR BY ADDITIONAL COMMON
SHARES BECOMING AVAILABLE FOR SALE IN THE FUTURE.
Under our equity line with Canadian Imperial Holdings, Inc. ("CIHI"), we may
sell up to $10 million of our common shares as often as every five business
days, but we may not require the purchase of more than $140 million in the
aggregate, including any shares issued pursuant to the underwriter's option to
purchase. The underwriter may exercise its option to purchase if there is an
uncured shortfall in the cash and stock collateral pledged to Canadian Imperial
Bank of Commerce ("CIBC") to secure the outstanding loans under our $75 million
credit agreement with CIBC. The purchase price of the shares will be equal to
95.5% of the simple average of the daily volume weighted average sale price
during the five days starting on the date of the delivery of the notice of put
or call by us or the underwriter, respectively. Because the price of the shares
that may be sold under the equity line is based on the market value of the
common shares at the time of the sale, the number of shares sold will be greater
if the price of the common shares declines, which would cause greater ownership
dilution. The equity line agreement does not limit the price at which common
shares may be sold. Therefore, while this prospectus relates to the offering of
up to 5,463,414 shares under the equity line, if we sold common shares at a
price lower than $25.625 per common share, we may, subject to filing a
subsequent registration
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statement and obtaining other necessary approvals, need to issue more than
5,463,414 common shares.
This risk of additional dilution could cause some of our shareholders to sell
their stock, thus causing the price of our stock to further decline. In
addition, the downward pressure on our stock price could cause some of our
shareholders to engage in short sales of our common shares, which may cause the
price of our stock to decline even further.
The total number of shares that may be issued under the equity line depends on
the market price of our common shares at the time that the shares are sold and
whether we choose to sell shares, and the number of shares we choose to sell
from time to time, to the underwriter. The equity line permits us to choose to
sell no shares, or as many shares as we wish, subject to limitations contained
in the equity line agreement and our obtaining all necessary approvals, if any,
to sell more shares than are offered in this prospectus.
Our decision to choose to sell all possible shares under the equity line as
reflected above would be influenced by, among other things, whether it is in the
best interests of the shareholders to sell at lower market prices, whether a
call notice by CIHI is delivered because there is an uncured shortfall in the
cash and stock collateral pledged to CIBC under the credit agreement and other
factors. In that connection, we have only registered 5,463,414 shares for sale
with the Securities and Exchange Commission, which represents 11% of our stock
outstanding as of September 5, 2000. Although we are required to register
additional shares if we choose to sell such shares, we have not decided at this
point to sell such shares, and may elect not to do so under the equity line.
OUR ASSEMBLY AND MANUFACTURING FACILITIES MAY REACH FULL CAPACITY, CAUSING US TO
LOSE SOME OF OUR CUSTOMERS.
We have experienced capacity constraints and expect to continue experiencing
capacity constraints at our assembly and manufacturing facilities for the
foreseeable future. Our existing and potential customers have required that we
satisfy delivery schedules that are increasingly demanding. Although we are in
the process of completing a new plant in Malaysia and expanding a plant in
China and are considering other alternatives to alleviate this issue, including
increasing the percentage of outsourced activities to Philips Machinefabrieken
and to other third parties, our capacity will likely remain constrained over the
next few quarters until we can bring new capacity on-line. In the interim, our
lead times for shipping products could increase, which could cause some of our
existing and potential customers to place orders with our competitors rather
than us. In addition, it is possible that Philips Machinefabrieken and the other
companies to which we outsource may reach full capacity, causing them to be
unable to fulfill our requirements.
OUR INDUSTRY IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE AND WE MAY NOT BE ABLE TO
FORECAST OR RESPOND TO COMMERCIAL AND TECHNICAL TRENDS.
Our growth strategy and future success is dependent upon commercial acceptance
of products incorporating technologies we are developing, such as atomic layer
chemical vapor deposition,
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rapid thermal processing, low-k dielectrics and silicon germanium epitaxy. The
semiconductor industry and the semiconductor equipment industry are subject to
rapid technological change and frequent introductions of enhancements to
existing products. Technological trends have had and will continue to have a
significant impact on our business. Our results of operations and ability to
remain competitive are largely based upon our ability to accurately anticipate
customer and market requirements. Our success in developing, introducing and
selling new and enhanced products depends upon a variety of factors, including:
- accurate technology and product selection;
- timely and efficient completion of product design and development;
- timely and efficient implementation of manufacturing and assembly
processes;
- product performance in the field; and
- product support and service and effective sales and marketing.
We may not be able to accurately forecast or respond to commercial and technical
trends in the semiconductor industry or to specific product announcements by our
competitors. Our competitors may be developing technologies and products that
are more effective than ours or that may otherwise achieve more widespread
acceptance. In addition, we may incur substantial unanticipated costs to ensure
the functionality and reliability of our current and future products. If our
products are unreliable or do not meet our customers' expectations, then reduced
orders, higher manufacturing costs, delays in collecting accounts receivable, or
additional service and warranty expense could result. We have experienced delays
from time to time in the introduction of, and some technical and manufacturing
difficulties with, some of our systems and enhancements. We may also experience
delays and technical and manufacturing difficulties in future introductions or
volume production of new systems or enhancements. Significant delays can occur
between a product's introduction and the commencement of volume production of
that product. Any of these events could negatively impact our ability to
generate the return we intend to achieve on our investments in these new
products.
WE FACE COMPETITION OR POTENTIAL COMPETITION FROM COMPANIES WITH GREATER
RESOURCES THAN OURS, AND IF WE ARE UNABLE TO COMPETE EFFECTIVELY WITH THESE
COMPANIES, OUR MARKET SHARE MAY DECLINE AND OUR BUSINESS COULD BE HARMED.
We face competition in both the front-end and back-end segments of the
semiconductor equipment industry from other established companies. Our primary
competitors in the front-end business include Applied Materials, Novellus, Tokyo
Electron, and Kokusai. Our primary competitors in the back-end business include
Kulicke & Soffa, ESEC, Shinkawa, Apic Yamada, BE Semiconductor, Towa, Shinko and
Mitsui. A number of our competitors have significantly greater financial,
technological, engineering, manufacturing, marketing and distribution resources
than we do. Their greater capabilities in these areas may enable them to:
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- better withstand periodic downturns in the semiconductor industry;
- compete more effectively on the basis of price and technology;
- more quickly develop enhancements to and new generations of products;
and
- more effectively retain existing customers and obtain new customers.
In addition, new companies may in the future enter the markets in which we
compete, further increasing competition in the semiconductor equipment industry.
We believe that our ability to compete successfully depends on a number of
factors, including:
- performance of our products;
- quality of our products;
- ease of use of our products;
- reliability of our products;
- cost of owning our products;
- our ability to ship products on the schedule required;
- quality of the technical service we provide;
- timeliness of the services we provide;
- our success in developing new products and enhancements;
- existing market and economic conditions; and
- price of our products and our competitors' products.
Many of these factors are outside our control. We may not be able to compete
successfully in the future, and increased competition may result in price
reductions, reduced profit margins, loss of market share, and inability to
generate cash flows that are sufficient to maintain or expand our development of
new products.
IF A SEMICONDUCTOR MANUFACTURER IS LOYAL TO ANOTHER SEMICONDUCTOR EQUIPMENT
SUPPLIER WE MAY BE UNABLE TO SELL OUR PRODUCTS TO THAT POTENTIAL CUSTOMER, AND
OUR SALES AND MARKET
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SHARE COULD SUFFER AS A RESULT.
We believe that once a semiconductor manufacturer has selected a supplier's
equipment for a particular product line, the general trend is that the
manufacturer will continue to rely on that supplier's equipment for future
equipment requirements, including new generations of similar products. Changing
from one equipment supplier to another is expensive and requires a substantial
investment of resources by the customer. Accordingly, we expect to experience
difficulty in achieving significant sales to a customer using another supplier's
equipment. However, at the same time, we cannot assure you that our existing
customers will continue to use our equipment in the future. Our inability to
sell our products to potential customers using another supplier's equipment
could make it difficult for us to increase our revenues or market share.
OUR RELIANCE ON A PRIMARY SUPPLIER COULD RESULT IN DISRUPTION OF OUR OPERATIONS.
We are currently outsourcing a substantial majority of the manufacturing of our
front-end furnace and epitaxial reactors to a single supplier, Philips
Machinefabrieken Nederlands B.V. based in the Netherlands. Sales of these
products represented 27% of our total sales for 1999 and 19% of our total sales
for the first half of 2000. If Philips Machinefabrieken becomes unable to
deliver products to us for any reason, including natural disaster, labor unrest
or supply chain management problems, we may be unable to fill customer orders on
a timely basis, if at all, which could negatively affect our financial
performance and may also harm our reputation.
WE DERIVE A SIGNIFICANT PERCENTAGE OF OUR REVENUE FROM SALES TO A SMALL NUMBER
OF LARGE CUSTOMERS, AND IF WE ARE NOT ABLE TO RETAIN THESE CUSTOMERS, OR THEY
RESCHEDULE, REDUCE OR CANCEL ORDERS, OUR REVENUES WOULD BE REDUCED AND OUR
FINANCIAL RESULTS WOULD SUFFER.
Our largest customers account for a significant percentage of our revenues.
Sales to our single largest customer accounted for approximately 11% of our
total sales for the year ending 1999. During 1999, our ten largest customers
accounted for approximately 43% of our total sales. Sales to these large
customers have varied significantly from year to year and will continue to
fluctuate in the future.
These sales also may fluctuate significantly from quarter to quarter. We may not
be able to retain our key customers or these customers may cancel purchase
orders or reschedule or decrease their level of purchases from us. Any
substantial decrease or delay in sales to one or more of our key customers could
harm our sales and financial results. In addition, any difficulty in collecting
amounts due from one or more key customers could harm our financial results.
OUR PRODUCTS GENERALLY HAVE LONG SALES CYCLES AND IMPLEMENTATION PERIODS, WHICH
INCREASES OUR COSTS IN OBTAINING ORDERS AND REDUCES THE PREDICTABILITY OF OUR
EARNINGS.
Our products are technologically complex. Prospective customers generally must
commit significant resources to test and evaluate our products and to install
and integrate them into larger
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systems. In addition, customers often require a significant number of product
presentations and demonstrations, in some instances evaluating equipment on
site, before reaching a sufficient level of confidence in the product's
performance and compatibility with the customer's requirements to place an
order. As a result, our sales process is often subject to delays associated with
lengthy approval processes that typically accompany the design and testing of
new products. The sales cycles of our products often last for many months or
even years. Longer sales cycles require us to invest significant resources in
attempting to make sales and delay the generation of revenue.
Long sales cycles also subject us to other risks, including customers' budgetary
constraints, internal acceptance reviews and cancellations. In addition, orders
expected in one quarter could shift to another because of the timing of
customers' purchase decisions. The time required for our customers to
incorporate our products into their systems can vary significantly with the
needs of our customers and generally exceeds several months, which further
complicates our planning processes and reduces the predictability of our
operating results.
OUR DEPENDENCE ON KEY PERSONNEL MAY NEGATIVELY IMPACT OUR ABILITY TO MANAGE
GROWTH.
We have historically encountered operational difficulties arising from our
having an insufficient number of key personnel, particularly management and
technical personnel. Our business and future operating results depend in part
upon our ability to attract and retain qualified management, technical, sales
and support personnel for our operations on a worldwide basis. Competition for
qualified personnel is intense, and we cannot guarantee that we will be able to
continue to attract and retain qualified personnel. Availability of qualified
technical personnel varies from country to country, and may affect the
operations of our subsidiaries in some parts of the world. Our operations could
be negatively affected if we lose key executives or employees or are unable to
attract and retain skilled executives and employees as needed. In particular, if
our growth strategies are successful, we may not have sufficient operational
personnel to manage that growth and may not be able to attract the personnel
needed. We do not maintain insurance to protect against the loss of key
executives or employees. Further, we have agreements with some, but not all,
employees, restricting their ability to compete with us after their employment
terminates. Our future growth and operating results will depend on:
- our ability to continue to broaden our senior management group;
- our ability to attract, hire and retain skilled employees; and
- the ability of our officers and key employees to continue to expand,
train and manage our employee base.
WE ARE DEPENDENT UPON OUR WORLDWIDE SALES AND OPERATIONS; ECONOMIC, POLITICAL,
MILITARY OR OTHER EVENTS IN A COUNTRY WHERE WE MAKE SIGNIFICANT SALES OR HAVE
SIGNIFICANT OPERATIONS COULD INTERFERE WITH OUR SUCCESS OR OPERATIONS THERE AND
HARM OUR BUSINESS.
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We market and sell our products and services throughout the world. We have
assembly facilities in the Netherlands, Finland, the United States, Japan, Hong
Kong and Singapore, and manufacturing facilities in China and Malaysia.
We are subject to the risks inherent in doing business internationally,
including:
- unexpected changes in regulatory requirements;
- fluctuations in exchange rates and currency controls;
- political and economic conditions and instability;
- imposition of trade barriers and restrictions, including changes in tariff
and freight rates;
- the difficulty of coordinating our management and operations in several
different countries;
- limited intellectual property protection in some countries;
- longer accounts receivable payment cycles in some countries;
- in the case of our operations in Asia, the risk of business interruption and
damage from earthquakes; and
- the burdens of complying with a variety of foreign laws.
In particular, our operations in China will be subject to the economic and
political uncertainties affecting that country. For example, the Chinese economy
has experienced significant growth in the past decade, but such growth has been
uneven across geographic and economic sectors and has recently been slowing.
This growth may continue to decrease and any slowdown may have a negative effect
on our business. The Chinese economy is also experiencing deflation which may
continue in the future.
OUR OPERATIONAL RESULTS COULD BE NEGATIVELY IMPACTED BY CURRENCY FLUCTUATIONS.
As of January 1, 1999, the Netherlands, the location of our international
headquarters, adopted a second legal currency, the Euro, in addition to the
Netherlands guilder. The Euro will become the sole currency in 2002. On December
31, 1998, the European Economic and Monetary Union permanently fixed the
exchange rate of the Netherlands guilder to the Euro at 1 (euro) to 2.20371 Nlg.
Our assets, liabilities and operating expenses and those of our subsidiaries are
to a large extent denominated in the currency of the country where each entity
is established. Our financial statements, including our consolidated financial
statements, are expressed in Euros. The
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translation exposures that result from the inclusion of financial statements of
our subsidiaries that are expressed in the functional currencies of those
subsidiaries are not hedged. These net translation exposures are taken into
shareholders' equity. As a result, our operational results are exposed to
fluctuations of various exchange rates versus the Euro.
In addition, foreign currency fluctuations may affect the prices of our
products. Prices for our products are currently denominated in United States
dollars, Euros, Netherlands guilders and Japanese yen for sales to our customers
throughout the world. If there is a significant devaluation of the currency in a
specific country, the prices of our products will increase relative to that
country's currency and our products may be less competitive in that country.
Also, we cannot be sure that our international customers will continue to be
willing to place orders denominated in these currencies. If they do not, our
revenue and operating results will be subject to foreign exchange fluctuations.
While our management monitors our exposure to currency fluctuations, these
fluctuations could negatively impact our earnings, cash flow and financial
position.
OUR ABILITY TO COMPETE COULD BE JEOPARDIZED IF WE ARE UNABLE TO PROTECT OUR
INTELLECTUAL PROPERTY RIGHTS FROM CHALLENGES BY THIRD PARTIES.
Our success and ability to compete depend in large part upon protecting our
proprietary technology. We rely on a combination of patent, trade secret,
copyright and trademark laws, non-disclosure and other contractual agreements
and technical measures to protect our proprietary rights. These agreements and
measures may not be sufficient to protect our technology from third-party
infringements, or to protect us from the claims of others. In addition, patents
issued to us may be challenged, invalidated or circumvented, our rights granted
under those patents may not provide competitive advantages to us, and third
parties may assert that our products infringe their patents, copyrights or trade
secrets. Third parties could also independently develop similar products or
duplicate our products.
Monitoring unauthorized use of our products is difficult and we cannot be
certain that the steps we have taken will prevent unauthorized use of our
technology. The laws of some foreign countries in which our products are or may
be developed, manufactured or sold, including various countries in Asia, may not
protect our products or intellectual property rights to the same extent as do
the laws of the United States and thus make the possibility of piracy of our
technology and products more likely in these countries. If competitors are able
to use our technology, our ability to compete effectively could be harmed.
CLAIMS OR LITIGATION REGARDING INTELLECTUAL PROPERTY RIGHTS COULD SERIOUSLY HARM
OUR BUSINESS OR REQUIRE US TO INCUR SIGNIFICANT COSTS.
In recent years, there has been significant litigation in the United States in
the semiconductor equipment industry involving patents and other intellectual
property rights. In the past, we have been subject to claims and litigation
regarding alleged infringement of our competitors' intellectual property rights.
We could become subject to litigation in the future either to protect
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<PAGE> 15
our intellectual property rights or as a result of allegations that we infringe
others' intellectual property rights.
Almost one and a half years ago we received a notice of a claimed infringement
of a competitor's patent. After consultation with patent counsel, we believe
that the claim is without merit. Nonetheless, we have engaged in discussions
with the claimant concerning other potential business relationships with the
intent of achieving a mutually beneficial resolution of this matter. If such
discussions are not successful, then the allegation, any resulting lawsuit or
any relief which may be granted by the court in any such lawsuit could have
adverse effects of the types described in the list following the next paragraph.
This claim will and any other claims that our products infringe proprietary
rights would force us to defend ourselves and possibly our customers or
manufacturers against the alleged infringement. These claims and any resulting
lawsuit, if successful, have subjected us and could again subject us to
significant liability for damages and invalidation of our proprietary rights.
These lawsuits, regardless of their success, would likely be time-consuming and
expensive to resolve and would divert management time and attention. Any
potential intellectual property litigation could force us to do one or more of
the following:
- lose our proprietary rights;
- stop manufacturing or selling our products that incorporate the
challenged intellectual property;
- obtain from the owner of the infringed intellectual property right a
license to sell or use the relevant technology, which license may not
be available on reasonable terms or at all and may involve significant
royalty payments;
- pay damages, including treble damages and attorney's fees in some
circumstances; or
- redesign those products that use such technology.
If we are forced to take any of the foregoing actions, our business could be
severely harmed.
In October 1997, we entered into a settlement agreement to dismiss patent
infringement litigation with Applied Materials. We entered into worldwide,
non-exclusive and royalty-bearing license agreements on all of the litigated
patents and on additional patents that were not part of the litigation. We
granted Applied Materials worldwide, non-exclusive license agreements on a
number of our patents that we were enforcing during this litigation. All
licenses expire at the end of the life of the underlying patents. In addition,
the settlement agreement provides covenants for limited periods during which the
parties will not litigate the issue of whether certain of our products infringe
any of Applied Materials' patents that were not licensed to us under the
settlement agreement. The covenants last for different periods of time for
different products and have already expired as to some products. Applied
Materials can file new litigation after these
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<PAGE> 16
covenants expire. Also, litigation between the parties on other matters or the
operation of the settlement agreement itself could occur. Future litigation with
Applied Materials, which has greater financial resources than we do, could
negatively impact our earnings and our financial position.
OUR OPERATIONS ARE SUBJECT TO ENVIRONMENTAL LAWS THAT MAY EXPOSE US TO
LIABILITIES FOR NONCOMPLIANCE.
We are subject to a variety of governmental regulations relating to the use,
storage, discharge, handling, manufacture and disposal of the toxic or other
hazardous chemical by-products of, and water used in, our manufacturing
processes. Environmental claims against us or our failure to comply with any
present or future regulations could result in:
- the assessment of damages or imposition of fines against us;
- the suspension of production of our products; or
- the cessation of our operations.
New regulations could require us to acquire costly equipment or to incur other
significant expenses. Our failure to control the use or adequately restrict the
discharge of hazardous substances could subject us to future liabilities, which
could negatively impact our earnings and financial position.
IF WE ARE NOT ABLE TO APPLY OUR NET OPERATING LOSSES AGAINST TAXABLE INCOME IN
FUTURE PERIODS, OUR FINANCIAL RESULTS WILL BE HARMED.
Our future net income and cash flow will be affected by our ability to apply our
net operating losses, which totaled approximately (euro) 275.0 million for tax
reporting purposes as of December 31, 1999, against taxable income in future
periods. Changes in tax laws in the jurisdictions in which we operate may limit
our ability to utilize our net operating losses. Any limitation on our ability
to utilize our net operating losses could harm our financial results.
In addition, the use of our net operating losses available in the United States
could become subject to limitation under Section 382 of the United States
Internal Revenue Code in the event of an "ownership change." Under Section 382,
the maximum amount of net operating losses that we could use annually against
our United States taxable income following an "ownership change" would be
limited, generally, to the value of ASM America immediately prior to the
ownership change, subject to certain adjustments, multiplied by a rate published
monthly by the IRS, which was approximately 5.41% in September 2000. We would
have an ownership change generally if the percentage of our common shares owned
by 5% shareholders, counting only 5% shareholders whose ownership has increased
and treating certain public groups as 5% shareholders, increases during a
three-year testing period by more than 50 percentage points.
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<PAGE> 17
ALTHOUGH WE ARE A MAJORITY SHAREHOLDER, ASM PACIFIC TECHNOLOGY IS NOT OBLIGATED
TO PAY DIVIDENDS TO US AND MAY TAKE ACTIONS OR ENTER INTO TRANSACTIONS THAT ARE
DETRIMENTAL TO US.
ASM Pacific Technology is a Cayman Islands limited liability company that is
based in Hong Kong and listed on the Hong Kong Stock Exchange. As of July 30,
2000, we owned 54.8751% of ASM Pacific Technology through our wholly-owned
subsidiary, Advanced Semiconductor Materials (Netherlands Antilles) N.V., a
Netherlands Antilles company, and the remaining 45.125% of ASM Pacific
Technology was owned by the public.
Although four of the six directors of ASM Pacific Technology are affiliates of
ASM International, they are under no obligation to enter into transactions that
are beneficial to us. Issues and conflicts of interest may arise which might not
be resolved in our best interests.
In addition, the directors of ASM Pacific Technology are under no obligation to
declare a payment of dividends to ASM Pacific Technology's shareholders. As a
shareholder of ASM Pacific Technology, we can approve the payment of dividends,
but cannot compel their payment or size. With respect to the payment of
dividends, the directors must consider the financial position of ASM Pacific
Technology after the dividend. Since a substantial portion of our cash flows
derives from the dividends we receive from ASM Pacific Technology, its failure
to declare dividends in any year would have a negative impact on our cash
position for that year.
The directors of ASM Pacific Technology owe their fiduciary duties to ASM
Pacific Technology, and may approve transactions to which we are a party only if
the transactions are commercially beneficial to ASM Pacific Technology. Further,
under the listing rules of the Hong Kong Stock Exchange, directors who are on
the boards of both ASM Pacific Technology and ASM International are not
permitted to vote on a transaction involving both entities. This would
disqualify three of the four affiliates of ASM International who currently serve
on the board of ASM Pacific Technology from voting on any such transaction. In
addition, an independent committee of the board of directors of ASM Pacific
Technology and the shareholders other than ASM International and its affiliates
must approve transactions involving both entities. Therefore, while our
interests and the interests of ASM Pacific Technology may be aligned to the
extent we are both part of the same corporate group, there can be no guarantee
that the directors of ASM Pacific Technology will not take any actions that
could be detrimental to us.
As a shareholder of ASM Pacific Technology, we can vote our shares in accordance
with our own interests. However, we may not be entitled to vote on transactions
involving both us and ASM Pacific Technology under the listing rules of the Hong
Kong Stock Exchange and the Hong Kong Takeover Code. For example, under the Hong
Kong Takeover Code, we would be excluded from voting if we were directly
involved in a takeover of ASM Pacific Technology.
ASM PACIFIC TECHNOLOGY IS A CONSOLIDATED SUBSIDIARY WHICH GENERATES A
SIGNIFICANT PORTION OF OUR NET SALES, EARNINGS FROM OPERATIONS AND NET EARNINGS;
ALTHOUGH WE CURRENTLY ARE A MAJORITY SHAREHOLDER, WE MAY NOT BE ABLE TO MAINTAIN
OUR MAJORITY INTEREST, IN WHICH CASE THERE IS A SIGNIFICANT RISK THAT WE WOULD
NO LONGER BE ABLE TO CONSOLIDATE ITS RESULTS OF OPERATIONS WITH OURS, WHICH
WOULD HAVE A SIGNIFICANT NEGATIVE EFFECT ON OUR CONSOLIDATED
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<PAGE> 18
EARNINGS FROM OPERATIONS.
We derive a significant portion of our net sales, earnings from operations and
net earnings from the consolidation of the results of operations of ASM Pacific
Technology with our results. As of June 30, 2000, we owned 54.875% of the equity
of ASM Pacific Technology. If we do not maintain our majority interest in ASM
Pacific Technology, there is a significant risk that we would no longer be able
to consolidate its results of operations with ours. Any such determination of
whether we could continue to consolidate would be based on whether we still have
a "controlling financial interest" in ASM Pacific Technology within the meaning
of United States generally accepted accounting principles. If we were to become
unable to consolidate the results of operations of ASM Pacific Technology with
our results, the results of operations of ASM Pacific Technology would no longer
be included in our earnings from operations but would instead be reflected as a
separate line-item called "income from minority interest" in our consolidated
statements of operations. This would have a significant negative effect on our
consolidated earnings from operations. We maintain our majority interest in ASM
Pacific Technology by purchasing shares on the open market from time to time as
necessary. ASM Pacific Technology has an employee share incentive program
pursuant to which it can issue up to an aggregate of five percent of its total
issued shares, excluding shares subscribed for or purchased under the program,
to directors and employees as an incentive. When ASM Pacific Technology issues
shares pursuant to this program, our ownership interest is diluted. In addition,
our controlling interest could be diluted if ASM Pacific Technology issues
additional equity. Although we intend to continue to purchase shares of ASM
Pacific Technology in the open market as necessary to maintain our majority
interest, we could lose our majority position if there is an insufficient number
of shares available for purchase, if we fail to purchase shares in a timely
manner, or if we do not have sufficient financial resources to purchase shares
when our interest falls below 50.0%.
OUR DIRECTORS AND OFFICERS CONTROL APPROXIMATELY 24% OF OUR VOTING POWER AND
THEREFORE HAVE SIGNIFICANT INFLUENCE OVER MATTERS DETERMINED BY OUR
SHAREHOLDERS.
Our directors and officers control approximately 24% of our voting power as of
September 5, 2000. Accordingly, in the event they vote together in connection
with matters submitted to a shareholder vote, such as the appointment of our
management board by the shareholders, they will have significant influence on
the outcome of those matters and on our direction and future operations.
ANY ACQUISITIONS WE MAY MAKE COULD DISRUPT OUR BUSINESS AND SEVERELY HARM OUR
FINANCIAL CONDITION.
We intend to consider investments in complementary companies, products or
technologies. While we have no current agreements or specific plans to do so, we
may acquire businesses, products or technologies in the future. In the event of
any future acquisitions, we could:
- issue stock that would dilute our current shareholders' percentage
ownership;
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<PAGE> 19
- incur debt;
- assume liabilities;
- incur amortization expenses related to goodwill and other tangible assets;
or
- incur large and immediate accounting write-offs.
Our operation of any acquired business will also involve numerous risks,
including:
- problems integrating the purchased operations, technologies or products;
- unanticipated costs and liabilities for which we are not able to obtain
indemnification from the sellers;
- diversion of management's attention from our core business;
- adverse effects on existing business relationships with customers;
- risks associated with entering markets in which we have no or limited prior
experience; and
- potential loss of key employees, particularly those of the purchased
organizations.
We may not be able to successfully integrate any businesses, products or
technologies or personnel that we might acquire in the future and also may not
realize any anticipated benefits from those acquisitions.
IF WE FAIL TO ADEQUATELY INVEST IN RESEARCH AND DEVELOPMENT, WE MAY BE UNABLE TO
COMPETE EFFECTIVELY.
We have limited resources to allocate to research and development, and must
allocate our resources among a wide variety of projects in the front-end and
back-end. Because of intense competition in our industry, the cost of failing to
invest in strategic products is high. If we fail to adequately invest in
research and development, we may be unable to compete effectively in the
front-end and back-end markets in which we operate.
WE MAY NEED ADDITIONAL FUNDS TO FINANCE OUR FUTURE GROWTH, AND IF WE ARE UNABLE
TO OBTAIN SUCH FUNDS, WE MAY NOT BE ABLE TO EXPAND OUR BUSINESS AS PLANNED.
In recent years, we have experienced severe capital constraints that may have
seriously harmed our operations and ability to compete. We may require
substantial additional capital to finance our future growth and fund our ongoing
research and development activities beyond 2000. Our
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<PAGE> 20
capital requirements depend on many factors, including acceptance of and demand
for our products, and the extent to which we invest in new technology and
research and development projects.
To the extent that our existing sources of liquidity and cash flow from
operations are insufficient to fund our activities, we may need to raise
additional funds. If we raise additional funds through the issuance of equity
securities, the percentage ownership of our existing shareholders would be
diluted. If we finance our capital requirements we may incur significant
interest costs. Additional financing may not be available to us when needed or,
if available, it may not be available on terms favorable to us.
OUR STOCK PRICE HAS FLUCTUATED AND MAY CONTINUE TO FLUCTUATE WIDELY.
The market price of our common shares has fluctuated substantially in the past.
Between January 1, 1999 and June 30, 2000, the sales price of our common shares,
as reported on the Nasdaq National Market, has ranged from a low of $3.63 to a
high of $37.63 and from a low of (euro) 3.55 to a high of (euro)38.25 as
reported on the AEX-Stock Exchange in Amsterdam. The market price of our common
shares will continue to be subject to significant fluctuations in the future in
response to a variety of factors, including the risk factors discussed above and
the following:
- future announcements concerning our business or that of our competitors
or customers;
- the introduction of new products or changes in product pricing policies
by us or our competitors;
- litigation regarding proprietary rights or other matters;
- changes in analysts' earnings estimates;
- developments in the financial markets;
- quarterly fluctuations in operating results; or
- general conditions in the semiconductor and semiconductor equipment
industries.
Furthermore, stock prices for many companies, and high technology companies in
particular, fluctuate widely for reasons that may be unrelated to their
operating results.
Those fluctuations and general economic, political and market conditions, such
as recessions or international currency fluctuations, may adversely affect the
market price of our common shares.
YOU MAY HAVE DIFFICULTY PROTECTING YOUR RIGHTS AS A SHAREHOLDER AND IN ENFORCING
CIVIL LIABILITIES BECAUSE WE ARE A NETHERLANDS LIMITED LIABILITY COMPANY.
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<PAGE> 21
Our affairs are governed by our articles of association and by the laws
governing limited liability companies formed in the Netherlands. Our executive
offices and the majority of our assets are located outside the United States. In
addition, most of the members of our management board and supervisory board,
executive officers, and some of the experts named in this prospectus are
residents of jurisdictions other than the United States. As a result, it may be
difficult for investors to serve process within the United States upon us,
members of our management board or supervisory board, our executive officers, or
experts named in this prospectus or to enforce against them in United States
courts judgments of those courts, to enforce outside the United States judgments
obtained against them in United States courts, or to enforce in United States
courts judgments obtained against them in courts in jurisdictions outside the
United States, in any action, including actions that derive from the civil
liability provisions of the United States securities laws. In addition, it may
be difficult for investors to enforce, in original actions brought in courts in
jurisdictions located outside the United States, liabilities that derive from
the United States securities laws.
OUR ANTI-TAKEOVER PROVISIONS AND OUR SETTLEMENT AGREEMENT WITH APPLIED MATERIALS
MAY PREVENT A BENEFICIAL CHANGE IN CONTROL.
Our shareholders have granted to Stichting Continuiteit ASMI, or Stichting, a
non-membership organization with a board comprised of our President and Chief
Executive Officer, the Chairman of our Supervisory Board and three independent
members, the right to acquire and vote our preferred shares to maintain the
continuity of our company. Toward that objective, Stichting will evaluate, when
called for, whether a takeover offer is in our best interest, and may if it
determines appropriate acquire preferred shares with voting power equal to 50%
of the voting power of the outstanding common shares. This is likely to be
sufficient to enable it to prevent a change of control from occurring.
Pursuant to a settlement agreement with Applied Materials, one of our
competitors if we desire to effectuate a change of control transaction, as
defined in our settlement agreement with Applied Materials, with a competitor of
Applied Materials, we must offer the change of control transaction to Applied
Materials on the same terms as we would be willing to accept from that
competitor pursuant to a bona fide arms-length offer made by that competitor. In
case Applied Materials rejects the offer, we are free for 90 days following
receipt of Applied Materials' rejection to enter into an agreement to sell at an
equal or greater price and upon terms which, in the aggregate, are no more
favorable to the buyer than those offered to Applied Materials.
These provisions may prevent us from being offered or entering into change of
control transactions that may otherwise offer you an opportunity to sell your
shares at a premium over the market price.
OUR MANAGEMENT'S BOARD DISCRETION IN THE USE OF PROCEEDS FROM THE EQUITY LINE,
EXCEPT IN THE EVENT OF A CALL BY THE UNDERWRITER, MAY ADVERSELY AFFECT YOUR
INVESTMENT.
We have no current specific plans for the use of the net proceeds from the
equity line, except in the event of an underwriter call. Upon an underwriter
call, the proceeds must be used to cure any
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<PAGE> 22
shortfall in the cash and stock collateral pledged under the credit agreement.
Additionally, we have no intention at this time of selling any shares, are not
required to sell any shares except in connection with a call, and may not choose
to sell shares in the future. However, if he choose to sell shares, we generally
anticipate using the net proceeds for repayment of outstanding indebtedness,
general corporate purposes, including working capital. However, we have not yet
determined any actual expected expenditures. Our management will have
significant flexibility in deciding when to sell shares and how to apply the net
proceeds from the equity line.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus and the documents incorporated by
reference in this prospectus contains forward-looking statements within the
meaning of the United States federal securities laws. These statements include,
among others, statements regarding use of proceeds, future expenditures,
sufficiency of cash generated from operations, maintenance of majority interest
in ASM Pacific Technology, business strategy, product development, product
acceptance, market penetration, market demand, return on investment in new
products, facility completion dates and product shipment dates. These statements
may be found "Risk Factors," "Use of Proceeds," and "Plan of Distribution."
Forward-looking statements typically are identified by use of terms such as
"believe," "anticipate," "estimate," "expect," "intend," "plan," "will," "may"
and similar words, although some forward-looking statements are expressed
differently. You should be aware that our actual results could differ materially
from those contained in the forward-looking statements due to a number of
factors, including the matters discussed under "Risk Factors" and in other
sections of this prospectus, which address various factors that could cause our
actual results to differ from those in the forward-looking statements.
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<PAGE> 23
USE OF PROCEEDS
The net proceeds from the sale of the 5,463,414 common shares we are offering
could be up to approximately $133.7 million (or approximately (euro)
140.3million). The actual amount of proceeds from the equity line, if any, will
depend upon:
- the market price of the common shares;
- whether we elect to sell common shares under the terms of the
equity line; and
- whether the underwriter elects to require that we sell common
shares under the equity line.
There is no assurance, however, that we will issue any shares or receive any
proceeds from the equity line and, under its terms, it is possible that no
shares will be issued.
We expect to use the net proceeds, if any, for the repayment of amounts borrowed
under our $75 million credit agreement with Canadian Imperial Bank of Commerce,
working capital and general corporate purposes, which may include capital
expenditures to enlarge manufacturing and assembly capacity, development of new
products or technologies, or the acquisition of or investment in businesses,
licenses, products or technologies that are complementary to our business. We
borrowed $69 million under the two-year credit facility with Canadian Imperial
Bank of Commerce. The interest rate on the borrowing is a variable interest rate
linked to the Interbank Offered Rates. The funds borrowed were used to purchase
approximately 4.7% of the outstanding common shares of ASMPT. From time to time,
we have discussed potential strategic acquisitions or investments with third
parties. We are not currently discussing any such acquisitions or investments
and have no agreements or commitments to complete any such transactions. If the
underwriter is entitled to and elects to exercise its right to cause us to issue
our common shares, all net proceeds will automatically be applied to reduce the
outstanding balance of loans under the Canadian Imperial Bank of Commerce credit
agreement.
Pending our use of the proceeds of this offering, if any, we intend to invest
the net proceeds of this offering primarily in short-term, investment-grade,
interest-bearing instruments.
For purposes of estimating net proceeds in this section, United States dollars
have been converted to Euros at the noon buying rate in New York City on July 6,
2000 for cable transfers payable in Euros as certified for customs purposes by
the Federal Reserve Bank of New York, which was 0.9527 United States dollars per
Euro.
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<PAGE> 24
PLAN OF DISTRIBUTION
We entered into an equity line financing agreement and a related registration
rights agreement with Canadian Imperial Holdings, Inc. ("CIHI"), the underwriter
and selling shareholder.
Under the equity line agreement, we may require CIHI to purchase our
newly-issued common shares from time to time until July 6, 2002. During this
period, we may, in our sole discretion, require CIHI to purchase up to $10
million of our common stock as often as every five business days, but we may not
require the purchase of more than $140,000,000 in the aggregate, including any
shares issued pursuant to a call notice described below. In addition, we may not
require the purchase of shares if the unused portion of the equity line will be
less than the aggregate amount of loans outstanding under our credit agreement
with Canadian Imperial Bank of Commerce. To cause such a purchase, we must
deliver to CIHI a "put notice" on a trading day stating the dollar amount of
shares to be sold and identifying a closing date not less than five business
days after delivery of the notice. We may not deliver a put notice more often
than once every five business days. The purchase price for the shares to be put
will be 95.5% of the simple average of the daily weighted average price of the
common stock for the five trading days beginning on the date the put notice is
delivered, as reported by Bloomberg Financial Press.
Under certain circumstances, CIHI can deliver a "call notice" to us, upon the
receipt of which we will be obligated to issue shares of common stock to CIHI.
Such a call notice can be delivered only if there is an uncured shortfall in the
cash and stock collateral pledged to Canadian Imperial Bank of Commerce to
secure the outstanding loans under the credit agreement. If we receive such a
call notice, we will be obligated to issue and sell our common shares to CIHI in
an aggregate amount which, when applied as a reduction to the outstanding loan
amount, will cure the collateral value shortfall. Under the equity line
agreement, we are obligated to apply the net proceeds of any such sale to reduce
the outstanding loans under the credit agreement. The per share purchase price
for shares sold pursuant to a call notice will be the same as for shares issued
and sold pursuant to a put notice, and will be calculated by reference to the
five trading days commencing on the date the call notice is delivered.
CIHI's obligation to purchase common shares pursuant to a put notice is subject
to the satisfaction of various conditions, including:
- our registration statement must remain effective under the Securities Act of
1933;
- our common shares must continue to trade on the Nasdaq National Market; and
- CIHI may not become the beneficial owner, at any time, of more than 9.9% of
our outstanding common shares.
CIHI may terminate the equity line without further obligation to us only if CIHI
determines, in its reasonable discretion, that the adoption of, or change in, or
any change in the interpretation or
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<PAGE> 25
application of, any law, regulation, rule, guideline or treaty makes it illegal
or materially impractical for CIHI to fulfill its obligations under the equity
line agreement.
CIHI has advised us that it may sell the common stock offered by this prospectus
from time to time primarily in transactions on the Nasdaq National Market or in
other types of transactions, including:
- purchases by a broker-dealer as principal and resale by such broker-dealer
for its own account;
- a block trade in which a broker-dealer so engaged will attempt to sell
shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction;
- ordinary brokerage transactions and transactions in which a broker solicits
purchasers; and
- in privately negotiated transactions.
CIHI may not make any sales in anticipation of purchasing shares under this
registration statement with the intention of reducing the price of our common
stock price for the benefit of CIHI. In connection with the distributions of
common stock or otherwise, CIHI may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers may in engage in short sales of our common stock in
the course of hedging the positions they assume with CIHI. CIHI may also pledge
our common stock to a broker-dealer or other financial institution, and, upon a
default, such broker-dealer or other financial institution may effect sales of
the pledged shares pursuant to this prospectus (as supplemented or amended to
reflect such transaction). In addition, any shares that qualify for sales
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
prospectus.
In any sale involving a broker-dealer, CIHI may engage the services of CIBC
World Markets Corp., an affiliate of CIHI. In effecting sales, brokers, dealers
or agents engaged by CIHI may arrange for other brokers or dealers to
participate. Brokers, dealers or agents may receive commissions, discounts or
concessions from the selling stockholder in amounts to be negotiated prior to
the sale. Such brokers or dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933 in connection with such sales, and any such commissions, discounts or
concessions may be deemed to be underwriting discounts or commissions under the
Securities Act of 1933. CIHI may indemnify any broker-dealer that participates
in transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act of 1933.
In order to comply with the securities laws of certain states, if applicable,
the shares must be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the shares may not
be sold unless they have been registered or qualified for sale
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<PAGE> 26
in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
We have advised CIHI that the anti-manipulation rules of Regulation M under the
Exchange Act of 1934 may apply to sales of common stock in the market and to the
activities of CIHI and its affiliates. In addition, we will make copies of this
prospectus available to CIHI and have informed it of the need for delivery of
copies of this prospectus to purchasers at or prior to the time of any sale of
the shares offered hereby.
To the extent required, this prospectus may be amended and supplemented from
time to time to describe a specific plan of distribution. At the time a
particular offer of shares is made, if required, a prospectus supplement will be
distributed that will set forth the number of shares being offered and the terms
of the offering, including the name of any underwriter, dealer or agent, the
purchase price paid by any underwriter, any discount, commission and other item
constituting compensation, any discount, commission or concession allowed or
reallowed or paid to any dealer, and the proposed selling price to the public.
The equity line agreement provides that we must indemnify CIHI in certain
circumstances against certain liabilities, including liabilities under the
Securities Act, and contribute to payments that the underwriters may be required
to make in respect of those liabilities. The underwriter is required by the
equity line agreement to indemnify us in certain circumstances against certain
liabilities, including liabilities under the Securities Act, and to contribute
to payments that we may be required to make in respect of those liabilities.
Following, in tabular form, is a description of CIHI's compensation and other
expenses that we will bear:
<TABLE>
<CAPTION>
Underwriter's Compensation
--------------------------
<S> <C>
Discounts 4.5% of the per share price
Commissions 0
Other Compensation 0
</TABLE>
<TABLE>
<CAPTION>
Our Other Expenses Estimated Fee (in US Dollars)
------------------ -----------------------------
<S> <C>
Registration Fees $ 36,960
Cost of Printing 10,000
Legal Fees 135,540
Accounting Expenses 50,000
Nasdaq National Market Listing Fees 17,500
---------
Total $ 250,000
</TABLE>
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<PAGE> 27
THE SELLING SHAREHOLDER
As of the date of this Registration Statement, Canadian Imperial Holdings Inc.
(CIHI), the selling shareholder, does not beneficially own any shares of our
common stock. We are unable to predict the actual number of shares that will be
sold to or by CIHI under this Registration Statement. CIHI may elect to sell
some, all or none of the shares offered hereby, in its sole discretion. CIHI has
not held any position or office with us or any of our affiliates within the past
three years.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the common shares offered hereby will be passed upon for us by
Stibbe Simont Monahan Duhot of the Netherlands. We are being represented as to
some United States legal matters by Quarles & Brady LLP of Phoenix, Arizona.
The chairman of our board of supervisory directors is a partner at Stibbe Simont
Monahan Duhot and owns 300,000 common shares.
The audited financial statements incorporated herein by reference have been
audited by Deloitte & Touche Accountants, independent auditors, as stated in
their report, which is included herein, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT ASM INTERNATIONAL
We have filed with the SEC a registration statement on Form F-3, including
exhibits and schedules, in connection with the common shares to be sold in this
offering. This prospectus is part of the registration statement and does not
contain all the information included in the registration statement. For further
information about us and the common shares to be sold in this offering, please
refer to the registration statement. Whenever a reference is made in this
prospectus to any contract, agreement or other document, the reference may not
be complete and you should refer to the copy of that contract, agreement or
other document filed as an exhibit to the registration statement or to one of
our previous SEC filings.
We also file annual and special reports and other information with the SEC. You
may read and copy all or any portion of the registration statement and any other
document we file with the SEC at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information about the public reference room. Commencing with filings
made this year, such material may also be obtained at the Internet site the SEC
maintains at http://www.sec.gov which contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC.
DOCUMENTS INCORPORATED BY REFERENCE
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<PAGE> 28
The SEC allows us to incorporate by reference the information we file with it,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to
be part of this prospectus, and information that we file later with the SEC will
automatically update and supersede the information contained in this prospectus.
We incorporate by reference the documents listed below:
- our annual report on Form 20-F for the year ended December 31, 1999;
- the description of material changes since December 31, 1999 contained in our
Form 6-K filed on September 6, 2000; and
- the description of our share capital contained in our Form 8-A Registration
Statement filed on April 3, 1985, which is updated by our Form 6-K filed on
March 14, 2000.
We also incorporate by reference any annual reports filed on Form 20-F and any
special reports filed on Form 6-K until all of the common shares that are part
of this offering have been sold. We may incorporate the Forms 6-K by stating in
those forms that they are being incorporated into this prospectus.
Any statement contained in a document that is incorporated by reference will be
modified or superseded for all purposes to the extent that a statement contained
in this prospectus, or in any other document that is subsequently filed with the
SEC and incorporated by reference, modifies or is contrary to that previous
statement. Any statement so modified or superseded will not be deemed a part of
this prospectus except as so modified and superseded.
-26-
<PAGE> 29
You may request a copy of these filings, at no cost, by contacting us at the
following address and telephone number:
ASM International N.V.
Jan van Eycklaan 10
3723 BC Bilthoven
The Netherlands
Attention: Rinse de Jong
Vice President of Finance and Chief Financial Officer
(011) (31) 30 229 8506
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<PAGE> 30
Part II: Information Not Required in Prospectus
Item 14: Other Expenses of Issuance and Distribution
The estimated expenses we will pay in connection with this registration
statement are itemized as follows:
<TABLE>
<CAPTION>
Type of Expense Estimated Fee (in US Dollars)
--------------- -----------------------------
<S> <C>
Registration Fees $ 36,960
Cost of Printing 10,000
Legal Fees 135,540
Accounting Expenses 50,000
Nasdaq National Market Listing Fees 17,500
--------
Total $250,000
</TABLE>
Item 15: Indemnification of Directors and Officers
We have a directors and officers liability insurance policy which insures
directors and officers against the cost of defense, settlement or payment of
claims and judgments under some circumstances.
The indemnification provided above is not exclusive of any rights to which any
of our directors or officers may be entitled. The general effect of the forgoing
provisions may be to reduce the circumstances in which a director or officer may
be required to bear the economic burdens of the forgoing liabilities and
expenses.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officer or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 16: Exhibits
See Exhibit Index following the Signatures page which is incorporated into this
prospectus by reference.
Item 17: Undertakings
The undersigned registrant undertakes:
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<PAGE> 31
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement
to:
(i) Include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or
events which, individually or together, represent a fundamental change
in the information in the registration statement (or the most recent
post-effective amendment thereof). Notwithstanding the foregoing, any
increase or decrease in volume of securities offered, if the total
dollar value of securities offered would not exceed that which was
registered, and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and
(iii) Include any additional or changed
material information on the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) For determining liability under the Securities Act of
1933, treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
(4) File a post-effective amendment to the registration
statement to include any financial statements required by S-X Rule
3-19.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934, and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934, that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
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<PAGE> 32
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. If a claim for indemnification
against such liabilities, other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding, is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of
prospectus filed as part of a registration statement in
reliance upon Rule 430A and contained in the form of
prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act of 1933 shall be
deemed to be part of the registration statement as of the time
it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bilthoven, the Netherlands, on September 6, 2000.
ASM INTERNATIONAL N.V.
By: /s/ Arthur H. del Prado
Arthur H. del Prado, Managing Director
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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<PAGE> 33
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Arthur H. del Prado and Rinse de Jong, and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming that all said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.*
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Arthur H. del Prado Managing Director, President and Chief
---------------------------------- Executive Officer (Principal Executive
Arthur H. del Prado Officer)
/s/ Rinse de Jong Vice President of Finance and Chief
---------------------------------- Financial Officer (Principal
Rinse de Jong Financial and Accounting Officer)
/s/ Patrick Lam See-Pong Managing Director and Vice President of
---------------------------------- Asian Operations
Patrick Lam See-Pong
/s/ Paul C. van den Hoek Chairman of the Supervisory Board
----------------------------------
Paul C. van den Hoek
/s/ Jacobus den Hoed RA Supervisory Director
----------------------------------
Jacobus den Hoed RA
/s/ Ferdinand C. Rauwenhof Supervisory Director
----------------------------------
Ferdinand C. Rauwenhof
/s/ Johan Danneels Supervisory Director
----------------------------------
Johan Danneels
</TABLE>
----------
* Each of these signatures is affixed as of September 6, 2000.
-31-
<PAGE> 34
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, the undersigned
certifies that it is the duly authorized United States representative of ASM
International N.V. and has duly caused this registration statement to be signed
on behalf of it by the undersigned, thereunto duly authorized, in the City of
Phoenix, Arizona on September 6, 2000.
ASM AMERICA INC.,
a Delaware corporation
(Authorized U.S. Representative)
By: /s/ Arthur H. del Prado
Name: Arthur H. del Prado
Title: Chairman of the Board
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<PAGE> 35
ASM INTERNATIONAL N.V.
Exhibit Index
To
Registration Statement On Form F-3
<TABLE>
<CAPTION>
Exhibit No. Description Incorporated by Reference to: Filed Herewith
----------- ----------- ----------------------------- --------------
<S> <C> <C> <C>
1.1 Equity Financing Agreement Exhibit 23.1 to Registrant's
Form 6-K filed on September
6, 2000.
4.1 Articles of Association of Exhibit 4.1 to Registrant's
Registrant, with English Registration Statement on Form
translation F-3 filed on December 15, 1997
5.1 Opinion of counsel with respect X
to legality of securities being
offered.
10.2 Credit Agreement Exhibit 23.2 to Registrant's
Form 6-K filed on September
6, 2000.
10.3 Registration Rights Agreement Exhibit 23.3 to Registrant's
Form 6-K filed on September
6, 2000.
10.4 Security Agreement Exhibit 23.4 to Registrant's
Form 6-K filed on September
6, 2000.
23.1 Consent of Deloitte & Touche X
Accountants
23.2 Opinion of Counsel See 5.1 above
24.1 Power of Attorney X (See signatures)
</TABLE>
-33-
