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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT #2 - FINAL AMENDMENT)
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 30, 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 7. Sole Voting Power 1,000
Shares
Beneficially 8. Shared Voting Power -0-
Owned by
Each 9. Sole Dispositive Power 1,000
Reporting
Person With 10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 100%
14. Type of Reporting Person CO
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This Amendment No. 2, the final amendment, amends and supplements the
Schedule 13D (as amended and supplemented 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 provide 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.
The Schedule 13D is hereby amended and supplemented as follows:
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
On November 30, 2000, pursuant to the Merger Agreement, Merger Sub
merged with and into the Company, with the Company being the Surviving
Corporation, in accordance with the relevant provisions of the Delaware Business
Corporation Law (the "Merger"). Upon the consummation of the Merger, each
outstanding share of Common Stock (other than shares of Common Stock (i) held in
the treasury of the Company or owned by any of its subsidiaries, (ii) owned by
K&S or any of its subsidiaries and (iii) held by stockholders who properly
perfect their appraisal rights) has been converted into the right to receive
$20.00 per share in cash. At the effective time of the merger, the Shares owned
by Purchaser were cancelled and the 1,000 issued and outstanding shares of
common stock, par value $.01 per share, of Merger Sub were converted into 1,000
shares of common stock of the surviving corporation. Accordingly, K&S owns 100%
of the outstanding shares of common stock of the surviving corporation. The
surviving corporation has delisted and deregistered the shares of the
surviving corporation.
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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 December 8, 2000
KULICKE AND SOFFA INDUSTRIES, INC.
By: /s/ Clifford G. Sprague
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Name: Clifford G. Sprague
Title: Chief Financial Officer
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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.
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