<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
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)
October 11, 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.
<PAGE> 2
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, BK
--------------------------------------------------------------------------------
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 7. Sole Voting Power -0-
Shares --------------------------------------------------------------------
Beneficially 8. Shared Voting Power 930,050*
Owned by --------------------------------------------------------------------
Each 9. Sole Dispositive Power -0-
Reporting --------------------------------------------------------------------
Person With 10. Shared Dispositive Power -0-
--------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 930,050*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 9.8%
--------------------------------------------------------------------------------
14. Type of Reporting Person CO
--------------------------------------------------------------------------------
* See Items 4 and 5. Does not include Shares beneficially owned by the
Stockholders (as defined in Item 5) attributable to outstanding options.
<PAGE> 3
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 7. Sole Voting Power -0-
Shares -------------------------------------------------------------------
Beneficially 8. Shared Voting Power 930,050*
Owned by -------------------------------------------------------------------
Each 9. Sole Dispositive Power -0-
Reporting -------------------------------------------------------------------
Person With 10. Shared Dispositive Power -0-
-------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 930,050*
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 9.8%
--------------------------------------------------------------------------------
14. Type of Reporting Person CO
--------------------------------------------------------------------------------
* See Items 4 and 5. Does not include Shares beneficially owned by the
Stockholders (as defined in Item 5) attributable to outstanding options.
<PAGE> 4
ITEM 1. SECURITY AND COMPANY.
This statement on Schedule 13D ("Schedule 13D") relates to the common
stock, par value $0.05 per share (the "Common Stock"), together with the
associated rights to purchase Series A Junior Participating Preferred Stock (the
"Rights" and collectively with the Common Stock, the "Shares"), of Cerprobe
Corporation, a corporation organized under the laws of the State of Delaware
(the "Company"). The principal executive offices of the Company are located at
1150 North Fiesta Boulevard, Gilbert, Arizona 85233-2237.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed 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" and collectively
with K&S, the "Acquirors"). K&S is a supplier of semiconductor assembly
equipment, packaging materials and packaging technology. Merger Sub has been
recently incorporated by K&S in connection with the Offer (as defined below),
the Merger (as defined below) and the transactions contemplated thereby. The
principal business offices of each of K&S and Merger Sub are located at 2101
Blair Mill Road, Willow Grove, Pennsylvania 19090. K&S directly owns all the
outstanding capital stock of Merger Sub. It is not anticipated that, prior to
the consummation of the Offer and the Merger, Merger Sub will have any
significant assets or liabilities or will engage in any activities other than
those incidental to the Offer and the Merger.
Each executive officer and each director of K&S and Merger Sub is a
citizen of the United States. The name, business address and present principal
business of each executive officer and director of K&S and Merger Sub are set
forth in Exhibit 1 to this Schedule 13D and are specifically incorporated herein
by reference.
During the last five years, none of the Acquirors nor, to the best of
their knowledge, any of their executive officers or directors, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No consideration has to date been paid by the Acquirors in connection with
the acquisition of any Shares. The total amount of consideration expected to be
paid by Merger Sub and K&S to purchase the Shares in the Offer and Merger and to
pay related fees and expenses is estimated to be approximately $225 million.
Merger Sub will obtain all necessary funds required to consummate the
transaction through capital contributions or advances made by K&S. K&S plans to
make these contributions or advances from funds on hand. K&S may also obtain a
portion of such funds from borrowings under its bank credit facility with PNC
Bank (the "Credit Facility"), although K&S has no current plans to do so. A
summary of the Credit Facility is incorporated by reference to K&S's Form 10-K
for the fiscal year ended September 30, 1999, filed with the Securities and
Exchange Commission on December 21, 1999, and a copy of the credit agreement
providing for the Credit Facility has been filed with the Securities and
Exchange Commission as an exhibit to K&S's Quarterly report on Form 10-Q for the
quarterly period ended March 31, 1998, filed April 30, 1998.
<PAGE> 5
ITEM 4. PURPOSE OF TRANSACTION.
K&S, Merger Sub, and the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of October 11, 2000, providing for,
among other things, the commencement by Merger Sub of a tender offer to purchase
all of Company's outstanding Shares for $20.00 per Share in cash, without
interest (the "Offer") and the subsequent merger of Merger Sub with and into
Company (the "Merger"). The Offer and the Merger are each subject to the
satisfaction or waiver (if permissible) of certain conditions set forth in the
Merger Agreement. If the Offer and Merger are consummated, the Company will
become a wholly-owned subsidiary of K&S, and the Common Stock will cease to be
traded on the Nasdaq Stock Market or any other exchange and will cease to be
registered pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").
Simultaneously with the execution and delivery of the Merger Agreement,
K&S entered into separate Affiliate Tender Agreements (collectively, the
"Affiliate Tender Agreements") with certain stockholders of the Company who are
affiliates of the Company (the "Stockholders"). The following is a summary of
the Affiliate Tender Agreements. This summary is not a complete description of
the terms and conditions of the Affiliate Tender Agreements and is qualified in
its entirety by reference to the Affiliate Tender Agreements, a form of which is
filed as Exhibit 4 hereto and which is specifically incorporated by reference
into this Item 4.
Under these agreements, each Stockholder has separately agreed to tender,
or cause the record holder to tender, into the Offer, as promptly as reasonably
possible and in any event before the tenth business day after the commencement
of the Offer, all of the Shares beneficially owned by such Stockholder or any
member of his Stockholder Group (as defined below) (the "Owned Shares"). The
Stockholders are Donald Walter, Ross Mangano, Kenneth Miller, Zane Close,
Michael Bonham, William Fresh, Randal Buness, and Daniel J. Hill, and based on
the Company's published records they beneficially own approximately 1,422,550
Shares (including Shares obtainable upon the exercise of outstanding options) in
the aggregate as of October 12, 2000.
Under the Affiliate Tender Agreements, each Stockholder has agreed that he
will not, and each corporation and other person controlled by the Stockholder or
any affiliate or associate thereof controlled by the Stockholder, other than the
Company and its subsidiaries (collectively, the "Stockholder Group") will not,
directly or indirectly, sell, assign, transfer, pledge or otherwise dispose of,
or grant a proxy with respect to, any Owned Shares to any person other than K&S
or its designee, or grant an option with respect to any of the foregoing, or
enter into any other agreement or arrangement with respect to any of the
foregoing, or otherwise designed to limit or transfer any of the benefits or
risks of ownership.
The Affiliate Tender Agreements also provide that each Stockholder shall
not, and shall cause each other member of the Stockholder Group not to, solicit
or knowingly encourage or take any other action to knowingly facilitate or
induce, any inquiries or the making of any proposal that constitutes, or that
may reasonably be expected to lead to, any Competing Transaction (as defined
below), or enter into discussions or negotiate with any person or entity in
furtherance of any inquiries to obtain a Competing Transaction, or agree to, or
endorse, any Competing Transaction. A Competing Transaction means (i) any
merger, consolidation, share exchange, business combination or similar
transaction involving the Company or any of its subsidiaries, whereby the
holders of the outstanding voting power of the Company prior to such transaction
fail to hold 80% of the outstanding voting power of the Company and (indirectly
through Company and its other subsidiaries) all of its subsidiaries immediately
after such transaction, (ii) the acquisition in any manner, directly or
indirectly, of more than a 20% interest in any voting securities of Company,
(iii) any tender offer or exchange offer that if consummated would result in the
acquisition of 20% or more of any class of equity securities of Company or (iv)
the acquisition, directly or indirectly, of a material amount of assets of
Company, other than the transactions contemplated or permitted by the Merger
Agreement and other than sales of current assets in the ordinary course of
business.
The Affiliate Tender Agreements require each Stockholder to promptly notify
K&S of the material terms of any such inquiries or proposals received by the
Stockholder, or any member
<PAGE> 6
of the Stockholder Group, and if such inquiry or proposal is in writing, the
Stockholder must deliver or cause to be delivered to K&S a copy of such inquiry
or proposal.
Each Stockholder has agreed, if requested by K&S, not to, and to cause
each member of the Stockholder Group not to, vote any Owned Shares at any annual
or special meeting of stockholders, or execute any written consent of
stockholders, during such period.
Each Stockholder has also agreed to take all affirmative steps reasonably
requested by K&S to indicate its full support for the Offer and the Merger, and
under the Affiliate Tender Agreements, each Stockholder has consented to K&S's
announcement in any press release, public filing, advertisement or other
document, that the Stockholder, as a stockholder of the Company, fully supports
the Offer and the Merger.
Simultaneously with the execution and delivery of the Merger Agreement,
K&S and the Company also entered into the Stock Option Agreement (the "Stock
Option Agreement"). The following is a summary of the Stock Option Agreement.
This summary is not a complete description of the terms and conditions of the
Stock Option Agreement and is qualified in its entirety by reference to the
Stock Option Agreement, which is filed as Exhibit 3 hereto and which is
specifically incorporated by reference into this Item 4.
Under the Stock Option Agreement, the Company has granted K&S an
irrevocable option (the "Company Option") to purchase from the Company upon
original issue from time to time up to a number of shares of Common Stock, equal
to 19.9% of the number of shares of Common Stock outstanding on October 11,
2000, subject to adjustment as described below, such shares being referred to as
the "Company Shares," at an initial exercise price of $20 per Share (the
"Exercise Price").
The Company Option is not presently exercisable and will not become
exercisable except as described in the next sentence. The Company Option may be
exercised by K&S, in whole or in part, immediately before, and subject to the
consummation of, a "Trigger Event." A "Trigger Event" occurs if (i) the Merger
Agreement is terminated by K&S or the Company under circumstances that would
entitle K&S to the Company Termination Fee under the Merger Agreement (the
Company Termination Fee is equal to $5,625,000), and (ii) within 9 months after
such termination the Company consummates a Competing Transaction with or by any
person or entity.
The Stock Option Agreement provides that the Company Option will terminate
upon the earlier of (i) the Effective Time of the Merger; or (ii) the date that
is nine months after termination of the Merger Agreement or if, at the
expiration of such nine month period the Company Option cannot be exercised by
reason of any applicable judgment, decree, order, law or regulation, ten
business days after such impediment to exercise is removed or has become final
and not subject to appeal.
The Stock Option Agreement also provides (i) K&S with registration rights
with respect to the Shares, (ii) K&S the ability to acquire Shares by means of a
cashless exercise and, (iii) that, in the event of any change in the Common
Stock by reason of stock dividends, splitups, mergers (other than the Merger),
recapitalizations, combinations, exchange of shares or the like, the type and
number of shares or securities subject to the Company Option, and the purchase
price per share shall be adjusted appropriately to restore to K&S its rights
thereunder, including the right to purchase from the Company (or its successors)
shares of the Common Stock representing 19.9% of the outstanding Common Stock on
October 11, 2000 for the same aggregate exercise price.
In addition, under the Stock Option Agreement K&S has agreed that, in
connection with any registered underwritten offering of Common Stock, K&S will
not, and will not permit any of its subsidiaries to, sell, transfer, make any
short sale of, grant any option for the purchase of, or enter into
<PAGE> 7
any hedging or similar transaction with the same economic effect as a sale of,
any Common Stock held by K&S or any of its subsidiaries for a period specified
by the representative of the underwriters of Common Stock not to exceed one
hundred eighty (180) days following the effective date of the applicable
registration statement of the Company filed under the Securities Act; provided
however that the Company's officers, directors and stockholders required to file
reports under Section 16 of the Exchange Act are also so limited.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
K&S does not concede that as a result of entering into the Affiliate
Tender Agreements or the Stock Option Agreement it is a "beneficial owner" of
any Shares, as such term is defined in the Exchange Act and the rules and
regulations thereunder. However, as a result of entering into the Affiliate
Tender Agreements, K&S possesses certain rights to direct that the Shares
subject thereto not be voted on certain matters, and such Shares may not be
sold, assigned, transferred, pledged or otherwise disposed of by the
Stockholders who are parties thereto. The number of Shares (including the number
of Shares deemed to be beneficially owned by the Stockholders on October 12,
2000 due to outstanding options) subject to each such Affiliate Tender Agreement
is set forth below. Based on the Company's public filings with the Securities
and Exchange Commission, such Shares represent approximately 9.8% (14.25%
including Shares issuable upon exercise of options) of the outstanding shares of
Common Stock, calculated as provided in Rule 13d-3(d)(1).
<TABLE>
<CAPTION>
Exercisable
Name of Owner Stock Options Total Percent
------------- ----- ------- ----- -------
<S> <C> <C> <C> <C>
Donald Walter 13,000 33,000 46,000 0.48%
Ross Mangano 516,500 33,000 549,500 5.77%
Kenneth Miller 122,500 33,000 155,500 1.63%
Zane Close 60,100 132,000 192,100 2.00%
Michael Bonham 61,414 49,500 110,914 1.16%
William Fresh 153,536 33,000 186,536 1.96%
Randal Buness 3,000 99,000 102,000 1.06%
DJ Hill - 80,000 80,000 0.84%
Total 930,050 492,500 1,422,550 14.25%
</TABLE>
None of the Acquirors and, to the best of their knowledge, none of the
persons named on Exhibit 1 of this Schedule 13D have effected any transactions
in the Company's securities in the last 60 days other than those transactions
described above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY
Except as described in this Schedule 13D (including the Merger Agreement,
Stock Option Agreement and Affiliate Tender Agreements, which agreements are
attached hereto as Exhibits 2, 3 and 4, respectively, and are specifically
incorporated herein by reference) none of the Acquirors, and to the best of
their knowledge, none of the persons named on Exhibit 1 attached hereto, has any
contract, arrangement, understanding or relationship with any other person with
respect to any securities of the Company, including but not limited to the
transfer or voting of any securities of the Company, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
<PAGE> 8
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 October 23, 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.
<PAGE> 9
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Dated October 23, 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
<PAGE> 10
Index to Exhibits
Exhibit 1 - Executive Officers and Directors of the Reporting Persons.
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, Merger Sub 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 October 23, 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.
