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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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CERPROBE CORPORATION
(NAME OF SUBJECT COMPANY)
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CERPROBE CORPORATION
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, $.05 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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156787 10 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
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C. ZANE CLOSE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CERPROBE CORPORATION
1150 NORTH FIESTA BOULEVARD
GILBERT, ARIZONA 85233-2237
(480) 333-1500
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF PERSON FILING STATEMENT)
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COPIES TO:
LANCE W. BRIDGES, ESQ.
MATTHEW T. BROWNE, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CALIFORNIA 92121
(858) 550-6000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (together with the Exhibits and Annexes thereto, the
"Statement") originally filed with the Securities and Exchange Commission on
October 25, 2000 by Cerprobe Corporation, a Delaware corporation (the
"Company"), relating to the tender offer by Cardinal Merger Sub., Inc., a
Delaware corporation ("Merger Sub") and wholly owned subsidiary of Kulicke and
Soffa Industries, Inc., a Pennsylvania corporation ("Acquiror"), to purchase all
of the issued and outstanding shares of common stock, par value $0.05 per share,
of the Company (together with the associated rights to purchase shares of Series
A Junior Participating Preferred Stock issued pursuant to a Rights Agreement
dated as of September 28, 1998 between the Company and Computershare Trust
Company, Inc. (as successor in interest to American Securities Transfer and
Trust, Inc.), as amended by the First Amendment thereto dated October 11, 2000,
the "Shares") at a purchase price of $20.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in Merger Sub's
Offer to Purchase dated October 25, 2000 (the "Offer to Purchase") and in the
related Letter of Transmittal (collectively with the Offer to Purchase and any
amendments or supplements to either document, the "Offer"). Except to the extent
amended and supplemented as set forth below, the information in the Statement is
incorporated herein by reference. Capitalized terms used and not defined herein
shall have the meanings ascribed to such terms in the Statement.
Item 9. Exhibits
Item 9 is hereby amended and supplemented by adding the following exhibit
that is incorporated herein by reference.
Exhibit 17. Press Release issued by Acquiror on October 26, 2000.
Exhibit Index
The Exhibit Index that precedes Annex A to the Statement is amended and
supplemented by adding a reference to the following exhibit.
Exhibit 17. Press Release issued by Acquiror on October 26, 2000.
Annex A
The last paragraph in the introductory section of Annex A to the Statement,
which is the paragraph in Annex A that immediately precedes the information
contained in Annex A under the caption "Right to Designate Directors and Merger
Sub Designees," is hereby amended and restated in its entirety to read as
follows:
"Pursuant to the Merger Agreement, Merger Sub commenced the Offer on
October 25, 2000. The Offer was initially scheduled to expire at 12:00
midnight, New York City time, on November 21, 2000, unless Merger Sub
extended it. In a press release dated October 26, 2000, Acquiror announced
that Merger Sub has extended the expiration date of the Offer to 12:00
midnight, New York City time, on November 22, 2000, unless Merger Sub
further extends such date. A copy of the press release containing such
announcement is filed as Exhibit 17 and is incorporated herein by
reference."
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CERPROBE CORPORATION
Date: October 27, 2000 /s/ C. ZANE CLOSE
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By: C. Zane Close,
President and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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Exhibit 17 Press Release issued by Acquiror on October 26, 2000.
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