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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) November 24, 2000
KULICKE AND SOFFA INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 000-00121 23-1498399
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2101 Blair Mill Road, Willow Grove, PA 19090
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (215) 784-6000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 11, 2000, Kulicke and Soffa Industries, Inc. (the "Company")
and Cardinal Merger Sub., Inc, a wholly-owned subsidiary of the Company (the
"Purchaser"), executed a definitive agreement and plan of merger (the "Merger
Agreement") providing for the acquisition of Cerprobe Corporation ("Cerprobe").
Pursuant to the terms of the Merger Agreement, as negotiated by the Company and
Cerprobe, on October 25, 2000, the Purchaser commenced a cash tender offer (the
"Offer") for all outstanding shares of common stock of Cerprobe (the "Shares")
for $20.00 per share. The Offer expired on Wednesday, November 22, 2000 at 12:00
midnight, EST. On November 24, 2000, the Offer was completed and the Purchaser
accepted for payment 8,858,449 Shares (or 92.5% of the outstanding Shares)
validly tendered in the offer. On November 28, 2000 Purchaser accepted for
payment an additional 134,707 Shares (or 1.4% of the outstanding Shares) validly
tendered under Notices of Guaranteed Delivery.
Following the completion of the Offer, on November 30, 2000 Purchaser
merged with and into Cerprobe, with Cerprobe surviving as a wholly-owned
subsidiary of the Company (the "Merger"). In the Merger, those shareholders of
Cerprobe who did not tender their Shares (other than the Company and its
subsidiaries and those stockholders exercising appraisal rights) were entitled
to receive $20.00 per share.
The description of the acquisition transaction set forth herein is
qualified in its entirety by the Merger Agreement, which is incorporated by
reference as Exhibit D(1) to the Company's Form TO filed on October 25, 2000.
The total amount of funds required by the Company to consummate the
Offer and Merger and to pay related fees is estimated to be approximately $225
million. The Company paid the purchase price from available cash. The
acquisition will be accounted for as a purchase.
The acquisition included all of the assets and liabilities of Cerprobe.
The acquired assets were used by Cerprobe in the business of the manufacture and
sale of semiconductor test interconnect solutions. The Company intends to
continue to use the acquired assets in the same business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impracticable to
provide the required financial statements at the time of the filing of
this report. The required financial statements will be filed within the
time period required under applicable regulations under the Securities
and Exchange Act of 1934.
(b) PRO-FORMA FINANCIAL INFORMATION. It is impracticable to provide the
required financial statements at the time of the filing of this report.
The required financial statements will be filed within the time period
required under applicable regulations under the Securities and Exchange
Act of 1934.
(c) EXHIBITS.
Exhibit 2.1 Agreement and Plan of Merger, dated as of October 11, 2000,
by and among Kulicke and Soffa Industries, Inc., Cardinal Merger
Sub.,Inc. and Cerprobe Corporation.(incorporated by reference from
Exhibit D(1) to the Company's Form TO filed on October 25, 2000.)
Exhibit 2.2 Stock Option Agreement, dated October 11, 2000, by and
among Kulicke and Soffa Industries, Inc., Cardinal Merger Sub., Inc.
and Cerprobe Corporation. (incorporated by reference from Exhibit D(2)
to the Company's Form TO filed on October 25, 2000.)
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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 hereunto duly authorized.
KULICKE AND SOFFA INDUSTRIES, INC.
Date: December 6, 2000 By: /s/ Clifford G. Sprague
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Clifford G. Sprague
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of October 11, 2000, by
and among Kulicke and Soffa Industries, Inc., Cardinal Merger
Sub.,Inc. and Cerprobe Corporation.(incorporated by reference
from Exhibit D(1) to the Company's Form TO filed on October
25, 2000.)
2.2 Stock Option Agreement, dated October 11, 2000, by and among
Kulicke and Soffa Industries, Inc., Cardinal Merger Sub., Inc.
and Cerprobe Corporation. (incorporated by reference from
Exhibit D(2) to the Company's Form TO filed on October 25,
2000.)
