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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 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.
1.
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This Amendment No. 3 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 and
Amendment No. 2 thereto filed by the Company with the Securities and Exchange
Commission on November 3, 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 9. Exhibits
Item 9 is hereby amended and supplemented by adding the following
exhibit that is incorporated herein by reference.
Exhibit 19. Press Release issued by Acquiror on November 24, 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 19. Press Release issued by Acquiror on November 24, 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 supplemented by adding the
following three sentences as the final sentences of that paragraph:
"In a press release dated November 24, 2000, Acquiror announced that the
Offer expired at 12:00 Midnight on November 22, 2000, and that
shareholders validly tendered approximately 8,858,449 Shares (or 92.5%
of the outstanding Shares) which Acquiror has accepted for payment. In
addition, Acquiror announced that it received Notices of Guaranteed
Delivery with respect to 254,284 Shares (or 2.7% of the outstanding
Shares) which, under the Offer, must be validly tendered within three
trading days after delivery of this notice in order to be accepted for
payment. A copy of the press release containing such announcement is
filed as Exhibit 19 and is incorporated in this Amendment by reference."
2.
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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: November 27, 2000 /s/ C. ZANE CLOSE
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By: C. Zane Close,
President and Chief Executive Officer
3.
