UNITED STATES
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): February 2, 2000
Plasma-Therm, Inc.
(Exact name of Registrant as specified in its charter)
Florida 0-12353 04-2554632
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(State or other jurisdiction (Commission File IRS Employer
of incorporation) Number) Identification Number)
10050 16th Street North
St. Petersburg, Florida 33716
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(Address of principal executive offices) (Zip Code)
(727) 577-4999
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(Registrant's telephone number, including area code)
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Item 1. Changes in Control of Registrant.
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On January 28, 2000, Volcano Acquisition Corp. (the "Purchaser"), a
Florida corporation and a wholly owned subsidiary of Oerlikon-Buhrle
USA, Inc.("Parent"), a Delaware corporation, completed its tender
offer (the "Offer") for all of the outstanding shares of voting common
stock, par value $.01 per share ("Common Stock"), of the Company, by
accepting for payment all of the approximately 10,629,473 shares (the
"Shares") of Common Stock which were validly tendered and not
withdrawn. Upon completion of the Offer, which was made pursuant to
the Agreement and Plan of Merger, dated as of December 20, 1999, among
the Company, Parent and the Purchaser (the "Merger Agreement"), Parent
acquired beneficial ownership of the Shares which represent
approximately 94.46% of the outstanding Common Stock. The Purchaser
purchased and paid for the Shares on February 2, 2000. The Merger
Agreement provides that after the purchase of the Shares pursuant to
the Offer, the Purchaser will be merged with and into the Company (the
"Merger") on the business day on which certain conditions in the
Merger Agreement are satisfied or waived. Parent's press release of
January 28, 2000 announcing the completion of the Offer is filed as an
exhibit hereto and is incorporated herein by this reference.
Based on the number of shares validly tendered and not withdrawn
pursuant to the Offer as set forth in the Parent press release of
January 28, 2000 and a price per share of Common Stock of $12.50, the
Purchaser has paid approximately $133 million, in cash, for the Shares
accepted pursuant to the Offer. The Purchaser obtained these funds
from Parent. Parent obtained these funds from existing cash balances.
In accordance with the Merger Agreement, upon completion of the
Merger, the directors of Purchaser immediately prior to the Effective
Time shall be the directors of the Surviving Corporation as of the
Effective Time and until their successors are duly appointed or
elected in accordance with applicable law.
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<PAGE>
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
Not applicable
(b) Pro Forma financial information.
Not applicable
(c) Exhibits.
Exhibit Number Description
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99.1 Parent Press Release dated January 28, 2000
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PLASMA-THERM, INC.
By: /s/ Stacy L. Wagner
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Stacy L. Wagner
Chief Financial Officer,
Treasurer and Corporate
Secretary
Date: February 14, 2000
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OERLIKON-BUHRLE SUCCESSFULLY COMPLETES TENDER OFFER FOR PLASMA-THERM, INC.
Zurich, Switzerland and St. Petersburg, Fla., Jan. 28---Oerlikon-Buhrle
Holding AG ("OBH") today announced the successful completion of its tender offer
for all the outstanding shares of common stock (the "Shares") of Plasma-Therm,
Inc. ("Plasma-Therm")(Nasdaq: PTIS). The offer was made through Volcano
Acquisition Corp., an indirect wholly-owned subsidiary of OBH. The tender offer
expired at 12:00 midnight, New York City time, on January 27, 2000, at which
time 10,629,473 Shares had been tendered, including 79,504 Shares tendered by
notice of guaranteed delivery. This represents approximately 94.46% of the
outstanding Shares of Plasma-Therm. OBH will accept for payment all the Shares
tendered at the tender offer price of $12.50 per share.
Requests for assistance or documents should be directed to D.F. King &
Co., Inc. (the Information Agent) at (800) 858-3409 (toll free).
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