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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with
the Securities and Exchange Commission on October 25, 2000 by Cerprobe
Corporation, a Delaware corporation (the "Company"), and as amended by Amendment
No. 1 thereto filed by the Company with the Securities and Exchange Commission
on October 27, 2000 (as amended and together with the Exhibits and Annexes
thereto, the "Statement"), 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 2. Identity and Background of Filing Person
The third paragraph of Item 2 is hereby amended and supplemented by
adding the following two sentences as the fifth and sixth sentences of that
paragraph:
"In a press release dated November 3, 2000, Acquiror announced
that the waiting period under the HSR Act applicable to the
Offer expired on November 2, 2000. A copy of the press release
containing such announcement is filed as Exhibit 18 to this
Statement and is incorporated herein by reference."
Item 8. Additional Information
The third paragraph of Item 8, which is the second paragraph following
the caption "Antitrust Compliance," is hereby amended and restated in its
entirety to read as follows:
"Under the provisions of the HSR Act applicable to the purchase
of the Shares by Merger Sub under the Offer, such purchases may
not be made until the expiration of a 15-calendar day waiting
period following filing under the HSR Act by Acquiror. Acquiror
filed a Notification and Report Form with respect to the
acquisition of the Shares by Merger Sub under the Offer and the
Merger with the Antitrust Division and the FTC on October 18,
2000 and at that time requested early termination of the
15-calendar day waiting period applicable to the Offer. The
Company also filed a Notification and Report Form with respect
to the acquisition of the Shares by Merger Sub under the Offer
and the Merger with the Antitrust Division and the FTC on
October 17, 2000 and at that time requested early termination of
the waiting period applicable to the Offer. In a press release
dated November 3, 2000, Acquiror announced that the waiting
period under the HSR Act applicable to the Offer expired on
November 2, 2000. A copy of the press release containing such
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announcement is filed as Exhibit 18 to this Statement and is
incorporated herein by reference."
Item 9. Exhibits
Item 9 is hereby amended and supplemented by adding the following
exhibit that is incorporated herein by reference.
Exhibit 18. Press Release issued by Acquiror on November 3, 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 18. Press Release issued by Acquiror on November 3, 2000.
Annex A
The second paragraph in the introductory section of Annex A to the
Statement is hereby amended and supplemented by adding the following two
sentences as the final sentences of that paragraph:
"In a press release dated November 3, 2000, Acquiror announced
that the waiting period under the HSR Act applicable to the
Offer expired on November 2, 2000. A copy of the press release
containing such announcement is filed as Exhibit 18 to the
Statement and is incorporated herein by reference."
3.
