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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
CERPROBE CORPORATION
(Name of Subject Company (Issuer))
CARDINAL MERGER SUB., INC.,
a Wholly-Owned Subsidiary of
KULICKE AND SOFFA INDUSTRIES, INC.
(Name of Filing Person (Offeror))
Common Stock Par Value $.05
(Title of Class of Securities)
156787103
(CUSIP Number of Class of Securities)
Clifford G. Sprague
Senior Vice President and Chief Financial Officer
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
(215) 988-2700
(Name, Address, and Telephone of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
Calculation of Filing Fee
<TABLE>
<CAPTION>
Transaction valuation Amount of filing fee*
<S> <C>
$214,840,660 $42,968.13
</TABLE>
* This amount has previously been paid.
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[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") originally filed with the Securities and
Exchange Commission on October 25, 2000 by Cardinal Merger Sub., Inc., a
Delaware Corporation ("Merger Sub") and a wholly-owned subsidiary of Kulicke and
Soffa Industries, Inc., a Pennsylvania corporation ("Parent"), relating to the
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 Cerprobe Corporation, a Delaware
corporation (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 (the "Offer to
Purchase"), a copy of which is attached as Exhibit (a)(1) to the Schedule TO,
and in the related Letter of Transmittal, a copy of which is attached as Exhibit
(a)(2) to the Schedule TO (which, as they may be amended and supplemented from
time to time, together constitute the "Offer"). The information in the Offer to
Purchase is incorporated by reference herein. Capitalized terms used and not
defined herein shall have the meanings ascribed to such terms in the Offer to
Purchase.
ITEMS 1 and 11.
Items 1 and 11 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase and all exhibits thereto, are
hereby amended and supplemented by adding thereto the following:
"In a press release dated November 3, 2000, Parent announced that the
waiting period under the HSR Act applicable to the Offer expired on November 2,
2000. A copy of the press release containing such announcement is filed as
Exhibit (a)(10) and is incorporated herein by reference."
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ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented by adding the following
exhibit and is incorporated herein by reference.
(a)(10) Press Release dated November 3, 2000.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: November 3, 2000
KULICKE AND SOFFA INDUSTRIES, INC.
By: /s/ Clifford G. Sprague
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Name: Clifford G. Sprague
Title: Chief Financial Officer
CARDINAL MERGER SUB., INC.
By: /s/ Clifford G. Sprague
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Name: Clifford G. Sprague
Title: Vice President
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INDEX TO EXHIBITS
(a)(10) Press release dated November 3, 2000.
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