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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
X Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarter Ended September 30, 1998
or
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from __________ to
___________.
Commission File Number 0-11370
CERPROBE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 86-0312814
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1150 NORTH FIESTA BOULEVARD, GILBERT, ARIZONA 85233
(Address of principal executive offices) (Zip Code)
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(602) 333-1500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
As of December 1, 1998, there were 7,714,736 shares of the registrant's
Common Stock outstanding.
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CERPROBE CORPORATION
FORM 10-Q/A
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
TABLE OF CONTENTS
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AMENDMENT EXPLANATION.........................................................3
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS...........................................4
ITEM 2. CHANGES IN SECURITIES.......................................4
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................4
SIGNATURE ............................................................5
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AMENDMENT EXPLANATION
Item 1. Legal Proceedings was incorrectly placed under Part I rather
than Part II. This amendment moves such Item from Part I to Part II.
The following is the corrected Part II in its entirety, without the
previously filed exhibits.
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PART II - OTHER INFORMATION
Item 1 Legal Proceedings
On October 20, 1998, the Company filed an action entitled
Cerprobe Corporation and SVTR, Inc. v. William E. Mayer, et al
(No. C 98-4034), in the U.S. District court for the Northern
District of California, against the former President, Director
and shareholders of Silicon Valley Test & Repair, Inc., which
was acquired by the Company by way of a merger into its
wholly-owned subsidiary, SVTR, Inc. in January, 1997. The suit
seeks rescission of the merger transaction and/or money
damages arising from failure of the defendants to disclose
material facts regarding the origins of certain software
necessary for SVTR, Inc.'s business.
Item 2 Changes in Securities
On October 8, 1998, each shareholder of record will receive
one Preferred Share Purchase Right on each outstanding share
of Common Stock owned. Each Right will entitle shareholders to
buy one one-thousandth of a share of newly created Series A
Junior Participating Preferred Stock of the Company at an
exercise price of $110. The Rights will be exercisable if a
person or group hereafter acquires 15% or more of the Common
Stock of the Company or announces a tender offer for 15% or
more of the Common Stock. Should this occur, the Right will
entitle its holder to purchase, at the Right's then current
exercise price, a number of the acquiring company's common
shares having a market value at that time of twice the Right's
exercise price. Rights held by the 15% holder will become void
and will not be exercisable to purchase shares at the bargain
purchase price. If the Company is acquired in a merger or
other business combination transaction after a person acquired
15% or more of the Company's Common Stock, each Right will
entitle its holder to purchase, at the Right's then current
exercise price, a number of the acquiring company's Common
Shares having a market value at that time of twice the Right's
exercise price.
Item 6 Exhibits and Reports on Form 8-K
a. Exhibits
10(iii) Lease agreement between Cerprobe Corporation
and BancOne Leasing Corporation dated
October 22, 1998.(1)
(11) Computation of Net Income (Loss) Per
Share.(1)
(27.1) Financial Data Schedule - September 30,
1998(1)
(27.2) Financial Data Schedule - September 30,
1997(1)
b. Reports on Form 8-K
Form 8-K, filed on October 2, 1998, to report the approval
of the declaration of a dividend distribution of one
Preferred Share Purchase Right on each outstanding share
of Cerprobe's Common Stock.
(1) Previously filed with third quarter 10Q on November 16,
1998.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigning
thereunto duly authorized.
CERPROBE CORPORATION
/s/ Randal L. Buness
Randal L. Buness
Vice President - Chief Financial Officer
December 1, 1998
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