SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
SEPTEMBER 28, 1998
(Date of Earliest Event Reported)
CERPROBE CORPORATION
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 0-11370
DELAWARE 86-0312814
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or jurisdiction)
1150 NORTH FIESTA BOULEVARD, GILBERT, ARIZONA 85233
(Address of principal executive offices)
<PAGE>
Item 5. On September 28, 1998, Cerprobe Corporation issued the following press
release:
PRESS RELEASE
September 28, 1998 Contact: Randal L. Buness
Gilbert, Arizona, September 28, 1998 -- The Company announced that the Board of
Directors of Cerprobe Corporation approved the declaration of a dividend
distribution of one Preferred Share Purchase Right on each outstanding share of
its Common Stock. 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. The Board of
Directors will be entitled to redeem the Rights at one cent per Right at any
time before any such person hereafter acquires 15% or more of the outstanding
Common Stock.
The Rights are not being distributed in response to any specific effort to
acquire the Company. The Rights are designed to assure that all shareholders of
the Company receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers, open market
accumulations and other tactics designed to gain control of the Company without
paying all shareholders a fair price.
If a person hereafter acquires 15% or more of the outstanding Common Stock of
the Company, each Right will entitle its holder to purchase, at the Right's
exercise price, a number of shares of Common Stock 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 acquires 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.
The dividend distribution will be payable to shareholders of record as of the
close of business on October 8, 1998. The Rights will expire in ten years. The
Rights distribution is not taxable to shareholders.
SIGNATURES
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.
<PAGE>
Date: October 2, 1998 Cerprobe Corporation
By: s/ C. ZANE CLOSE
---------------------
Name: C. Zane Close
Title: President and Chief
Executive Officer
