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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SILICON VALLEY GROUP, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
827066-10-1
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(CUSIP Number)
Eric Georgatos, Esq.
Gray Cary Ware & Freidenrich
401 B Street, Suite 1700
San Diego, California 92101
(619) 699-2783
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1994
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
[ ]
Check the following box if a fee is being paid with this statement.
[x]
Index of schedules
located on Page 5
Page 1 of 8
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CUSIP NO. 827066-10-1
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SEMATECH, INC.
IRS No. 77-0164704
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
WC
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 7. SOLE VOTING POWER
Beneficially Owned 1,750,000
by Each Reporting
Person With 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,750,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14. TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This Schedule 13D relates to the purchase by SEMATECH, INC., a
Delaware not-for-profit corporation ("SEMATECH") of a warrant to purchase
1,750,000 shares of the Common Stock of Silicon Valley Group, Inc., a Delaware
corporation ("SVG"). The principal executive offices of SVG are located at
2240 Ringwood Avenue, San Jose, California 95110.
Item 2. Identity and Background.
This statement is being filed on behalf of SEMATECH, which maintains
its principal business address at 2706 Montopolis Drive, in Austin, Texas
78741-6499. SEMATECH is a not-for-profit membership corporation organized to
conduct research and development in advanced semiconductor manufacturing
technology (including related processes, materials, equipment, computer
software and systems), to test and demonstrate the developed technology, to
develop techniques for adapting the manufacturing processes to flexible
manufacturing systems for the production of diverse semiconductor products, and
to transfer the resulting technology to its members for their use. No single
member of SEMATECH controls SEMATECH. The United States Government is not a
member of SEMATECH, but provided financial assistance to SEMATECH.
The citizenship, business address, and principal occupation of each of
the executive officers and directors of SEMATECH are set forth on Schedule A
attached hereto and incorporated herein by reference.
During the last five years, neither SEMATECH nor, to the knowledge of
SEMATECH, any of the persons listed on Schedule A, have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither SEMATECH nor, to the knowledge of SEMATECH,
any of the persons listed on Schedule A, have been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction where the result
of such proceeding was or 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.
On September 30, 1994, SEMATECH purchased for $8.024 million in cash a
warrant to acquire 1,750,000 shares of the Common Stock of SVG at an exercise
price of $13.625 per share (the "Transaction").
Item 4. Purpose of the Transaction.
The purpose of the Transaction is to provide funds which SVG, through
its majority-owned subsidiary, SVG Lithography Systems, Inc. ("SVGL"), will use
to purchase certain capital equipment and acquire critical engineering and
manufacturing personnel resources to accelerate an increase in SVGL's capacity
and capability to manufacture, and to continue the research and development of,
Micrascan optical exposure tools.
In addition to the Transaction, SEMATECH concurrently entered into a
Development Agreement with SVG with respect to certain semiconductor
manufacturing technology. Pursuant to the Development Agreement, SEMATECH is
entitled to certain cash refunds and technology licensing rights upon certain
events involving a change of control of SVG or its technology to a third party
or third parties not substantially owned and controlled by U.S. citizens.
Except as described above, SEMATECH has not formulated any plans or
proposals which relate to or would result in any of the items described in
paragraphs (a) through (j) of this item.
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Item 5. Interest in Securities of SVG.
(a) As of September 30, 1994, SEMATECH had the right to acquire
1,750,000 shares of the Common Stock of SVG pursuant to the exercise of a four
year fully exercisable warrant. Such shares, if acquired, would constitute
approximately 8.5% of the issued and outstanding shares of the Common Stock of
SVG, based upon the most recently available filing by SVG with the Securities
and Exchange Commission.
(b) SEMATECH has not exercised, and has no immediate plans to
exercise, the warrant, and therefore presently has no power to vote any shares
of SVG. If and when exercised, SEMATECH, acting through its Board of
Directors, will have sole power to direct the vote and to dispose or to direct
the disposition of the shares of Common Stock acquired upon exercise.
(c) No transactions in the Common Stock of SVG were effected by
the Reporting Person within the 60 days prior to the date of the transaction,
September 30, 1994.
(d) If the warrant were exercised currently, no person other than
SEMATECH would have the right to receive or the power to direct the receipt of
dividends from the shares of Common Stock thereby acquired, or the right to
receive or the power to direct the receipt of the proceeds from the sale of
such shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of SVG.
None.
Item 7. Material to be Filed as Exhibits.
Section 7.5 of the Development Agreement referenced in Item 4 is
attached as Exhibit A to this Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 10, 1994 SEMATECH, INC.
By: /s/ Robert E. Falstad
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Name: Robert E. Falstad
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Title: General Counsel and Secretary
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INDEX OF SCHEDULES
Schedule Page
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A 6
Exhibit Page
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A 8
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SCHEDULE A
TO SCHEDULE 13D FILED
BY
SEMATECH, INC.
The following table sets forth certain information concerning each of the
directors and executive officers of SEMATECH, Inc. as of the date hereof (to
the knowledge of SEMATECH, citizenship information set forth below is correct;
however, final verification of citizenship status may result in minor
modification to be reflected in an amendment to this Schedule 13D):
<TABLE>
<CAPTION>
OFFICERS: DIRECTORS
<S> <C> <C> <C>
Name: William J. Spencer Name: Robert E. Galvin
Citizenship: U.S. Citizenship: U.S.
Business Address: SEMATECH, Inc. Business Address: MOTOROLA, Inc.
President Chairman of the Exec. Comm.
& Chief Executive Officer 1303 East Algonquin Road
2706 Montopolis Drive Schaumburg, IL 60196
Austin, Texas 78741 Principal Occupation: Electronics Industry Executive
Principal Occupation: Electronics Industry Executive
Name: C. Mark Melliar-Smith
Name: James B. Owens Citizenship: U.S.
Citizenship: U.S. Business Address: AT&T BELL LABORATORIES
Business Address: SEMATECH, Inc. Chief Scientist
Executive Vice President 9999 Hamilton Blvd.
& Chief Operating Officer Room 1A271
2706 Montopolis Drive Breinigsville, PA 18031
Austin, Texas 78741 Principal Occupation: Electronics Industry Executive
Principal Occupation: Electronics Industry Executive
Name: Gene Conner
Name: Sam Harrell Citizenship: U.S.
Citizenship: U.S. Business Address: ADVANCED MICRO DEVICES
Business Address: SEMATECH, Inc. Senior Vice President
Senior Vice President One AMD Place M/S 136
& Chief Strategy Officer P.O. Box 3453
2706 Montopolis Drive Sunnyvale, CA 94088-3453
Austin, Texas 78741 Principal Occupation: Electronics Industry Executive
Principal Occupation: Electronics Industry Executive
Name: Robert E. Caldwell
Name: M. Franklin Squires Citizenship: U.S.
Citizenship: U.S. Business Address: DIGITAL EQUIPMENT CORP.
Business Address: SEMATECH, Inc. Vice President, Semiconductor
Senior Vice President Operations
& Chief Administrative Officer 75 Reed Road
2706 Montopolis Drive MS HL02-2/M12
Austin, Texas 78741 Hudson, MA 01749
Principal Occupation: Electronics Industry Executive Principal Occupation: Electronics Industry Executive
Name: Robert E. Falstad Name: George E. Bodway
Citizenship: U.S. Business Citizenship: U.S.
Address: SEMATECH, Inc. Business Address: HEWLETT-PACKARD CO.
General Counsel Corporate Planning Manager 3000
& Secretary Hanover Street MS 20BT Palo Alto,
2706 Montopolis Drive CA 94304
Austin, Texas 78741 Principal Occupation: Electronics Industry Executive
Principal Occupation: Corporate Attorney
</TABLE>
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DIRECTORS (continued)
Schedule A to Schedule 13D Filed by SEMATECH, Inc. -
Page 2
<TABLE>
<S> <C> <C> <C>
Name: O.B. Bilous Name: Allen Ross
Citizenship: U.S. Citizenship: U.S.
Business Address: IBM CORPORATION Business Address: ROCKWELL INT'L. CORP.
General Manager, Manuf. & President and General Manager
Process Development Ops. Telecommunications
1580 Route 52 4311 Jamboree Road
Building 504, Zip 92X Newport Beach, CA 92660
Principal Occupation: Electronics Industry Executive Principal Occupation: Electronics Industry Executive
Name: Craig Barrett Name: Thomas J. Engibous
Citizenship: U.S. Citizenship: U.S.
Business Address: INTEL CORPORATION Business Address: TEXAS INSTRUMENTS, INC.
Chief Operating Officer Executive Vice President &
500 W. Chandler Blvd. President, Semiconductor Grp.
MS CH5-201 P.O. Box 655303 M/S 8341
Chandler, AZ 85226 Dallas, Texas 75265
Principal Occupation: Electronics Industry Executive Principal Occupation: Electronics Industry Executive
Name: Thomas D. George
Citizenship: U.S.
Business Address: MOTOROLA, INC.
Semiconductor Products Sector
P.O. Box 52073 MS 56-202
Phoenix, AZ 85072-2073
Principal Occupation: Electronics Industry Executive
Name: H. Gene Patterson
Citizenship: U.S.
Business Address: AT&T GLOBAL INFORMATION SOLUTIONS
Vice President
Microelectronic Products Div.
P.O. Box 52073 MS 56-202
Phoenix, AZ 85072-2073
Principal Occupation: Electronics Industry Executive
Name: George M. Scalise
Citizenship: U.S.
Business Address: NATIONAL SEMI-CONDUCTOR CORP.
Sr. Vice President and CAO
3875 Kifer Road MS 16-150
Santa Clara, CA 95051
Principal Occupation: Electronics Industry Executive
</TABLE>
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EXHIBIT A
TO SCHEDULE 13 D FILED
BY
SEMATECH, INC.
Section 7.5 of the Development Agreement referenced in Item 4 of this Schedule
13D:
7.5 DIVESTITURE OF SVG OR SVGL OR LICENSING OF SSP
TECHNOLOGY.
Notwithstanding anything in this Agreement to the contrary, including but not
limited to the provisions of Section 6, 7.3, 7.4 and 14, (1) if a third party
which is not controlled by and substantially owned by U.S. citizens agrees to
acquire or acquires, directly or indirectly, and with or without SVG's agreement
or acquiescence, ownership of greater than fifty percent (50%) of the
outstanding stock or other voting rights of SVG or of SVGL or of any business
entity of SVG of which SVGL remains a part, or ownership of substantially all
for the assets or business of SVG or of SVGL or of any business entity of SVG of
which SVGL remains a part, or (2) if SVG or SVGL permit by license of otherwise
any such foreign third party to use (other than as an end user of SSP Machines
bought from SVGL), manufacture or sell SSP Machines or any other product that
uses SSP Technology, or (3) if SVG or SVGL ceases to be a viable supplier,
SEMATECH may, at its sole election and discretion, cancel this Agreement in its
entirety and cancel any related agreement, activity or project. In this subpart
(3), "viable supplier" means a supplier which continues to research, develop,
manufacture, offer for sale and support SSP Machines, all in a reasonably
competitive manner.
In the event of such cancellation, SEMATECH will have all of the following
rights, which rights are cumulative and are not mutually exclusive:
(1) SEMATECH will not be liable for any cancellation or
termination charges.
(2) SVG will repay to SEMATECH within thirty (30) calendar days of
demand all amounts SEMATECH has ever paid, after October 1, 1992,
whether under this Agreement or any other agreement (including any
stock warrants), to SVG or to SVGL. Any amount that is required to be
repaid that is attributable to the period from October 1, 1992 through
September 29, 1994 is limited to a maximum of $12 Million.
(3) SVG and SVGL will be deemed to have granted to SEMATECH a
non-exclusive, fully paid up, world-wide, unrestricted license to all
intellectual property rights of any kind in any country of the world
necessary or useful in the research, development, manufacture, sales,
service and support of SSP Machines and SSP Technology, with the right
of SEMATECH to sublicense these rights to any third party that is
controlled by and substantially owned by U.S. citizens. These rights
are to be construed in the broadest possible terms as to permit
SEMATECH to enable a U.S. supplier to research, develop, manufacture,
sell, service and support SSP Machines and other products using SSP
Technology for the benefit of the U.S. semiconductor industry. These
rights extend to: (1) all intellectual property rights regardless of
whether they are owned by SVG, by SVGL or are licensed from third
parties; (2) all materials, equipment, software, firmware and process
technology contained in or used by SSP Machines or other products
using SSP Technology; and (3) all manufacturing know- how, tools,
equipment, test fixtures and software that are necessary or useful in
the research, development, manufacture, sales, service, support and
use of SSP Machines or other products using SSP Technology. for
purposes of this paragraph (3) only, the definitions of "SSP Machine"
and "products using SSP Technology" will be deemed to exclude any SSP
Machine or product using "SSP Technology" having an exposing light
source with a wavelength shorter than 193nm.
The provisions of this Section 7.5 will not apply to any transaction to which
SEMATECH has given SVG its prior written approval.
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