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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT #1)
Cerprobe Corporation
(Name of Company)
Common Stock, $0.05 par value
(Title of Class of Securities)
156787103
(CUSIP Number)
Clifford G. Sprague
Senior Vice President and Chief Financial Officer
Kulicke and Soffa Industries, Inc.
2101 Blair Mill Road
Willow Grove, PA 19090
(215) 784-6000
With a copy to:
F. Douglas Raymond
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 22, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. []
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
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CUSIP No. 156787103
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Kulicke and Soffa Industries, Inc.
2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Pennsylvania
Number of
Shares
Beneficially
Owned by 7. Sole Voting Power 8,993,156
Each
Reporting
Person With
8. Shared Voting Power -0-
9. Sole Dispositive Power 8,993,156
10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,993,156
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 93.9%
14. Type of Reporting Person CO
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CUSIP No. 156787103
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Cardinal Merger Sub., Inc.
2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
3. SEC Use Only
4. Source of Funds AF
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of
Shares
Beneficially
Owned by 7. Sole Voting Power 8,993,156
Each
Reporting
Person With
8. Shared Voting Power -0-
9. Sole Dispositive Power 8,993,156
10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,993,156
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 93.9%
14. Type of Reporting Person CO
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This Amendment No. 1 amends and supplements the Schedule 13D (the
"Schedule 13D") originally filed with the Securities and Exchange Commission on
October 23, 2000 by Kulicke and Soffa Industries, Inc., a Pennsylvania
corporation ("K&S"), and Cardinal Merger Sub., Inc., a Delaware corporation and
a wholly-owned subsidiary of K&S ("Merger Sub"), relating to (i) the Agreement
and Plan of Merger, dated as of October 11, 2000 (the "Merger Agreement"), by
and among K&S, Merger Sub and Cerprobe Corporation, a Delaware corporation (the
"Company"), (ii) those certain Affiliate Tender Agreements (collectively, the
"Affiliate Tender Agreements") by and between K&S and certain stockholders of
the Company who are affiliates of the Company (the "Stockholders"), and (iii)
the Stock Option Agreement, dated as of October 11, 2000 (the "Stock Option
Agreement"), by and between K&S and the Company.
The Merger Agreement provides for, among other things, the (1) offer by
Merger Sub to purchase all of the outstanding shares of common stock, par value
$0.05 per share, together with the associated rights to purchase Series A Junior
Participating Preferred Stock (the "Rights" and collectively with the Common
Stock, the "Shares") of the Company at a price of $20.00 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated October 25, 2000 and in the related
Letter of Transmittal (which, as they may be amended and supplemented from time
to time, together constitute the "Offer"), and (2) the subsequent merger of
Merger Sub with and into the Company (the "Merger"). The Affiliate Tender
Agreements provides for, among other things, the tender by each Stockholder into
the Offer of all of the Shares beneficially owned by such Stockholder or certain
affiliates of such Stockholder. Under the Stock Option Agreement, upon the
occurrence of certain triggering events, the Company granted K&S an irrevocable
option to purchase from the Company up to 19.9% of the number of Shares
outstanding on October 11, 2000 (subject to certain adjustments) at an initial
exercise price of $20.00.
ITEM 4. PURPOSE OF TRANSACTION
At midnight on November 22, 2000, the Offer expired. On November 24,
2000, in accordance with the Merger Agreement, Merger Sub accepted for payment
8,858,449 Shares (approximately 92.5% of all outstanding Shares) in the Offer.
On November 28, 2000, in accordance with the Merger Agreement, Merger Sub
accepted for payment an additional 134,707 Shares (approximately 1.4% of all
outstanding Shares) in the Offer that were previously subject to Notices of
Guaranteed Delivery. K&S, Merger Sub and the Company will now proceed to
complete, in the near future, the Merger pursuant to which K&S will acquire the
remaining outstanding Shares for $20.00 per Share in cash, subject to appraisal
rights. If the Merger is consummated, (i) the Company will become a wholly-owned
subsidiary of K&S, (ii) the Company's board of directors and management will be
replaced with the board of directors and management of Merger Sub, and (iii) the
Company's Certificate of Incorporation and By-Laws will be replaced with the
Certificate of Incorporation and Bylaws of Merger Sub. In addition, upon the
consummation of the Merger, K&S expects to halt the trading of the Shares on the
Nasdaq National Market or any other exchange and to de-register the Shares from
the Securities Exchange Act of 1934, as amended.
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ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
As a result of Merger Sub's acceptance of the Shares upon the
expiration of the Offer, Merger Sub acquired beneficial ownership of 8,993,156
Shares, or 93.9% of the total outstanding Shares. Merger Sub has sole voting and
sole dispositive power with respect to such Shares.
ITEM 7. MATERIAL FILED AS EXHIBITS.
Exhibit 1 - Name, Business, Address and Present Principal
Occupation of Each Executive Officer and Director of
K&S and Merger Sub.*
Exhibit 2 - Agreement and Plan of Merger dated as of October 11,
2000 by and among K&S, Merger Sub, and Company.*
Exhibit 3 - Stock Option Agreement, dated October 11, 2000, by
and among K&S and Company.*
Exhibit 4 - Form of Affiliate Tender Agreement, dated as of
October 11, 2000, between K&S and Stockholders.*
Exhibit 5 - Joint Filing Agreement, dated as of November 30,
2000, by and among K&S and Merger Sub.
Exhibit 6 - Amended and Restated Loan Agreement between K&S
and PNC Bank, N.A., dated March 26, 1998, filed as
Exhibit 10(a) to K&S's quarterly report on Form 10-Q
for the quarterly period ended March 31, 1998, and
incorporated herein by reference.*
* Previously filed.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated November 30, 2000
KULICKE AND SOFFA INDUSTRIES, INC.
By: /s/ Clifford G. Sprague
--------------------------------------
Name: Clifford G. Sprague
Title: Chief Financial Officer
CARDINAL MERGER SUB., INC.
By: /s/ Clifford G. Sprague
--------------------------------------
Name: Clifford G. Sprague
Title: Vice President
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Index to Exhibits
Exhibit 1 - Executive Officers and Directors of the Reporting
Persons*
Exhibit 2 - Agreement and Plan of Merger *
Exhibit 3 - Stock Option Agreement*
Exhibit 4 - Form of Affiliate Tender Agreement*
Exhibit 5 - Joint Filing Agreement, dated as of November 30,
2000, by and among the K&S and Merger Sub
Exhibit 6 - Amended and Restated Loan Agreement between K&S
and PNC Bank, N.A., dated March 26, 1998, filed as
Exhibit 10(a) to K&S's quarterly report on Form 10-Q
for the quarterly period ended March 31, 1998, and
incorporated herein by reference.*
* Previously filed.
