<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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, 2000
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)
<TABLE>
<S> <C>
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)
</TABLE>
(480) 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 November 10, 2000, there were 9,524,960 shares of the registrant's
Common Stock outstanding.
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CERPROBE CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
TABLE OF CONTENTS
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<CAPTION>
Page
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets -
September 30, 2000 and December 31, 1999................................3
Condensed Consolidated Statements of Operations -
Three and Nine Months Ended September 30, 2000 and 1999.................4
Condensed Consolidated Statements of Cash Flows -
Nine months Ended September 30, 2000 and 1999...........................5
Notes to Condensed Consolidated Financial Statements....................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS....................................12
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.............17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS......................................................18
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS......................18
ITEM 5. OTHER INFORMATION......................................................19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.......................................19
SIGNATURE .......................................................................23
</TABLE>
2
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CERPROBE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
ASSETS 2000 1999
---- ----
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash $ 4,312,393 $ 3,484,045
Accounts receivable, net of allowance of $362,102
in 2000 and $397,763 in 1999 21,557,294 12,313,053
Inventories, net 12,597,563 9,728,500
Accrued interest receivable 68,925 22,157
Prepaid expenses 1,540,601 1,107,378
Income taxes receivable 36,101 4,041,140
Deferred tax asset 437,982 2,123,609
------------ ------------
Total current assets 40,550,859 32,819,882
Property, plant, and equipment, net 21,613,746 23,537,021
Intangible assets, net 23,531,386 26,334,157
Other assets 732,094 676,485
------------ ------------
Total assets $ 86,428,085 $ 83,367,545
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,199,021 $ 3,687,143
Accrued expenses 6,547,356 5,584,724
Current portion of notes payable 6,604,179 10,334,878
Current portion of capital lease obligations 1,108,469 954,957
Net liabilities of discontinued operations 336,322 446,629
------------ ------------
Total current liabilities 19,795,347 21,008,331
Notes payable, less current portion 4,143,975 5,200,034
Capital lease obligations, less current portion 2,271,452 2,454,637
Deferred tax and other liabilities 939,875 472,158
------------ ------------
Total liabilities 27,150,649 29,135,160
------------ ------------
Minority interest -- 1,115,545
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock, $.05 par value; authorized 10,000,000
shares; issued and outstanding none -- --
Common stock, $.05 par value; authorized 25,000,000
shares; issued 9,897,897 and outstanding 9,489,732 shares at
September 30, 2000 and issued 9,863,245 and outstanding
9,419,052 shares at December 31, 1999 494,895 493,162
Additional paid-in capital 68,021,279 67,830,701
Accumulated deficit (3,212,876) (9,074,938)
Accumulated other comprehensive loss:
Foreign currency translation (582,670) (236,534)
------------ ------------
64,720,628 59,012,391
Treasury stock, at cost, 408,165 shares at September 30, 2000
and 444,193 shares at December 31, 1999 (4,616,169) (5,027,278)
Notes receivable from related parties (827,023) (868,273)
------------ ------------
Total stockholders' equity 59,277,436 53,116,840
------------ ------------
Total liabilities and stockholders' equity $ 86,428,085 $ 83,367,545
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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CERPROBE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------- -------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 34,773,473 $ 14,932,031 $ 92,521,191 $ 44,640,667
Costs of goods sold 18,901,569 9,742,588 51,229,896 29,644,646
------------ ------------ ------------ ------------
Gross profit 15,871,904 5,189,443 41,291,295 14,996,021
------------ ------------ ------------ ------------
Expenses:
Selling, general, and administrative 8,480,325 4,939,049 23,138,915 14,647,956
Engineering and product development 1,359,765 1,186,108 3,649,132 3,248,051
Goodwill amortization 916,284 134,214 2,824,314 390,987
------------ ------------ ------------ ------------
Total expenses 10,756,374 6,259,371 29,612,361 18,286,994
------------ ------------ ------------ ------------
Operating income (loss) 5,115,530 (1,069,928) 11,678,934 (3,290,973)
------------ ------------ ------------ ------------
Other income (expense):
Interest income 105,404 192,831 317,020 623,670
Interest expense (460,726) (105,286) (1,588,897) (309,268)
Other, net 91,608 (80,087) 365,494 (81,163)
------------ ------------ ------------ ------------
Total other income (expense) (263,714) 7,458 (906,383) 233,239
------------ ------------ ------------ ------------
Income (loss) from continuing operations before
minority interest and income taxes 4,851,816 (1,062,470) 10,772,551 (3,057,734)
Minority interest (158,478) (84,978) (873,147) (273,494)
------------ ------------ ------------ ------------
Income (loss) from continuing operations before income taxes 4,693,338 (1,147,448) 9,899,404 (3,331,228)
Income tax (provision) benefit (1,608,404) 269,310 (4,037,342) 944,480
------------ ------------ ------------ ------------
Income (loss) from continuing operations 3,084,934 (878,138) 5,862,062 (2,386,748)
Discontinued operations:
Loss from operations of SVTR, Inc., net of taxes -- -- -- (5,322)
------------ ------------ ------------ ------------
Net income (loss) $ 3,084,934 $ (878,138) $ 5,862,062 $ (2,392,070)
============ ============ ============ ============
Net income (loss) per common share:
Basic:
Net income (loss) per common share $ 0.33 $ (0.11) $ 0.62 $ (0.31)
============ ============ ============ ============
Weighted average number of common
shares outstanding 9,486,424 7,836,237 9,444,969 7,740,136
============ ============ ============ ============
Diluted:
Net income (loss) per common share $ 0.31 $ (0.11) $ 0.59 $ (0.31)
============ ============ ============ ============
Weighted average number of common and
common equivalent shares outstanding 10,053,426 7,836,237 9,887,542 7,740,136
============ ============ ============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
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CERPROBE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Income (loss) from continuing operations $ 5,862,062 $(2,386,748)
Adjustments to reconcile net income (loss) from continuing operations
to net cash provided by (used in) continuing operations:
Depreciation and amortization 7,538,325 4,279,538
Gain on sale of equipment (527,271) (3,176)
Tax benefit from exercise of nonqualified stock options 50,000 71,000
Deferred income taxes 1,605,813 (17,168)
Provision for losses on accounts receivable 15,979 4,000
Provision for obsolete inventory 479,180 180,000
Income applicable to minority interest 873,147 273,494
Changes in working capital of continuing operations:
Accounts receivable (9,260,220) (174,435)
Inventories (3,348,243) (1,594,055)
Prepaid expenses and other assets (578,725) (293,052)
Income taxes receivable 4,154,799 (1,963,188)
Accounts payable and accrued expenses 2,474,509 562,730
Other liabilities 547,531 (7,073)
----------- -----------
Net cash provided by (used in) continuing operations 9,886,886 (1,068,133)
----------- -----------
Net cash provided by (used in) discontinued operations (260,067) 96,335
----------- -----------
Net cash provided by (used in) operating activities 9,626,819 (971,798)
----------- -----------
Cash flows from investing activities:
Purchase of property, plant, and equipment (6,081,855) (4,745,100)
Redemption of investment securities -- 5,471,541
Net distributions from CRPB Investors, L.L.C 43,126 178,649
Purchase of Minority Interest in Cerprobe Asia Pte Ltd (914,237) --
Proceeds from sale of property, plant, and equipment 2,692,270 11,487
----------- -----------
Net cash provided by (used in) investing activities (4,260,696) 916,577
----------- -----------
Cash flows from financing activities:
Issuance of notes payable 5,117,187 3,000,000
Payments on notes payable (9,933,618) (1,414,546)
(Issuance) payment of notes receivable 41,250 (841,465)
Net proceeds from employee stock purchase plan 254,718 177,674
Net proceeds from exercise of stock options 298,702 1,398,665
----------- -----------
Net cash provided by (used in) financing activities (4,221,761) 2,320,328
----------- -----------
Effect of exchange rates on cash (316,014) (143,659)
----------- -----------
Net increase in cash 828,348 2,121,448
Cash, beginning of period 3,484,045 4,753,696
----------- -----------
Cash, end of period $ 4,312,393 $ 6,875,144
=========== ===========
Supplemental disclosures of cash flow information from continuing operations:
Interest paid $ 1,588,896 $ 309,268
=========== ===========
Income taxes paid $ 1,522,148 $ 371,619
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
CERPROBE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PREPARATION
The accompanying condensed consolidated financial statements as of
September 30, 2000 and for the three and nine months ended September 30,
2000 and 1999 are unaudited, but reflect all adjustments (consisting only
of normal recurring adjustments) that are, in the opinion of management,
necessary for a fair presentation of financial position and operating
results for the interim periods. The condensed consolidated balance sheet
as of December 31, 1999 was derived from the audited consolidated
financial statements at such date.
Pursuant to accounting requirements of the Securities and Exchange
Commission applicable to quarterly reports on Form 10-Q, the accompanying
consolidated financial statements and notes do not include all
disclosures required by generally accepted accounting principles for
complete financial statements. Accordingly, these statements should be
read in conjunction with Cerprobe Corporation's (the "Company") annual
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
Results of operations for interim periods are not necessarily indicative
of those to be achieved for full fiscal years.
PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts of
Cerprobe Corporation and its subsidiaries: Cerprobe Europe Limited,
Cerprobe Europe S.A.S., Cerprobe Asia Holdings Pte Ltd, Cerprobe
Interconnect Solutions, Inc. ("CIS"), SVTR, Inc. ("SVTR"), Cerprobe Japan
Co., Ltd, OZ Technologies, Inc. ("OZ"), OZTEK (M) Sdn. Bhd, Cerprobe
International Holdings, Inc. and Cerprobe Foreign Sales Corporation. All
significant intercompany transactions have been eliminated in
consolidation.
Prior to July 31, 2000 Cerprobe Asia Holdings Pte Ltd was a 60% owner of
Cerprobe Asia Pte Ltd; the balance was owned by Asian investors. Cerprobe
Asia Pte Ltd's wholly owned subsidiaries, Cerprobe Singapore Pte Ltd and
Cerprobe Taiwan Co., Ltd., operate full service sales and manufacturing
plants. As of July 31, 2000, Cerprobe Corporation purchased the minority
ownership in Cerprobe Asia Pte Ltd resulting in 100% ownership by
Cerprobe Corporation.
In the third quarter of 1998, the Company discontinued operations of
SVTR, a company that refurbished, reconfigured, and serviced wafer
probing equipment. See Note 4.
In March 1999, the Company formed Cerprobe Japan Co., Ltd. to operate a
sales and distribution facility in Yokohama, Japan.
In December 1999, the Company acquired California-based OZ Technologies,
Inc. Accordingly, the consolidated financial statements as of December
31, 1999, and for the year ended December 31, 1999 include OZ's
activities since the date of acquisition. See Note 5.
In March 2000, the Company merged OZ and CIS into Cerprobe Corporation.
As a result, OZ
6
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and CIS are no longer considered separate legal entities.
RECLASSIFICATIONS
Certain amounts in the 1999 financial statements have been reclassified
to conform with the 2000 presentation.
(2) COMMITMENTS AND CONTINGENCIES
In October 1998, the Company filed an action against the former
President, Director, and shareholder of Silicon Valley Test & Repair,
Inc., which was acquired by the Company by way of merger into its
wholly-owned subsidiary, SVTR, Inc., in January 1997. The suit seeks
rescission of the acquisition and/or monetary damages arising from
failure of the defendants to disclose material facts regarding the
origins of certain software necessary for SVTR, Inc.'s business. In
February 1999, the defendants filed a counter claim against the Company
alleging conversion, interference with contractual relations, unfair
business practices, breach of contract, and specific performance
allegedly arising from the Company's actions to preclude the defendants
from selling the Company stock received by defendants as part of the
purchase price of Silicon Valley Test & Repair, Inc.; the Company sought
to recover this stock and the balance of the purchase price through its
claims for rescission. In March 1999, the Company and SVTR filed an
amended complaint. In July 2000, the defendants were granted Summary
Judgement in their favor on all of Cerprobe and SVTR, Inc.'s claims. On
September 5, 2000, the Company moved for summary judgement seeking
dismissal of the majority of Defendants' counterclaims. On September 19,
2000, Defendants responded to the Company's motion and filed a
cross-motion for summary judgement on each of their counterclaims. On
October 19, 2000, the Court heard arguments on the Company's motion and
the Defendants' cross-motion and took the matter under advisement. At
present, the Court has not rendered its ruling on the matter. While the
Company intends to vigorously defend the defendants' counter claim, it is
impossible to predict the outcome of this or any other litigation. It is
not anticipated that the suit will have a material adverse impact on the
Company's financial condition or results of operations.
The Company is involved in other legal actions arising in the ordinary
course of business. In the opinion of management, the disposition of
these actions would not have a material adverse effect on the Company.
(3) COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) encompasses net income and "other
comprehensive loss", which includes all other non-owner transactions and
events which change stockholders' equity. The Company recognized
comprehensive income (loss) for the nine months ended September 30, 2000
and 1999 as follows:
<TABLE>
<CAPTION>
Nine months ended September 30,
-------------------------------
2000 1999
---- ----
<S> <C> <C>
Net income (loss) $ 5,862,062 $(2,392,070)
Other comprehensive loss, net of tax benefit:
Foreign currency translation
adjustment (971,117) (209,767)
Tax benefit from foreign currency
translation 388,447 83,907
----------- -----------
Net other comprehensive loss (582,670) (125,860)
----------- -----------
Comprehensive income (loss) $ 5,279,392 $(2,517,930)
=========== ===========
</TABLE>
7
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(4) DISCONTINUED OPERATIONS
In the third quarter of 1998, the Company discontinued operations of
SVTR, a wafer prober refurbishing and upgrading subsidiary. The
discontinuance resulted from questions regarding the origins of certain
software necessary for SVTR's business.
SVTR has been accounted for as a discontinued operation and, accordingly,
its results of operations and financial position are segregated for all
periods presented in the accompanying consolidated financial statements.
Net sales, related losses, and income taxes associated with the
discontinued operations are as follows:
<TABLE>
<CAPTION>
Nine months ended
September 30, 1999
<S> <C>
Net sales $ --
-------
Loss from operations $(8,869)
Income tax benefit 3,547
-------
Loss from operations, net $(5,322)
=======
</TABLE>
The effective tax rate used in calculating the income tax benefit from
discontinued operations is approximately the same as the Company's
effective tax rate for continuing operations.
The net liabilities of SVTR, as reclassified in the accompanying
consolidated balance sheets, include the following:
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
<S> <C> <C>
Current assets $ 297,383 $ 554,585
Other assets 41,855 63,011
Current liabilities (35,055) (289,358)
Long-term debt (208) (5,286)
Other long-term liabilities (640,297) (769,581)
--------- ---------
$(336,322) $(446,629)
========= =========
</TABLE>
(5) ACQUISITIONS
In December 1999, the Company acquired all of the outstanding stock of
OZ, a manufacturer of systems solutions for IC package testing and a
leading designer and producer of high performance test sockets and
contactors, for $36 million. OZ also designs and distributes ATE test
boards and burn-in interfaces and systems. The purchase price consisted
of $19 million in cash, notes payable of $5.6 million, and 1.5 million
shares of the Company's Common Stock. The acquisition has been accounted
for as a purchase and, accordingly, the purchase price has been allocated
to the assets acquired and the liabilities assumed based upon the
estimated fair values at the date of acquisition. As a result of the
acquisition, $8.8 million of in-process research and development was
charged to operations. Goodwill of $21.2 million is being amortized on a
straight-line basis over seven years and $1.0 million of assembled
workforce is being amortized on a straight-line basis over four years.
The purchase price of $36 million plus acquisition costs of $1.9 million
was allocated as follows:
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<TABLE>
<CAPTION>
Purchase price:
<S> <C>
Cash $ 19,000,000
Notes payable 5,630,000
Common stock and additional paid in
capital 11,338,000
Costs of acquisition 1,900,000
------------
$ 37,868,000
============
Assets acquired and liabilities assumed:
Current assets $ 8,945,021
Property, plant, and equipment 1,822,749
Other assets 87,209
In-process research and development 8,815,000
Goodwill and assembled workforce 22,192,955
Current liabilities (3,994,934)
------------
$ 37,868,000
============
</TABLE>
At acquisition, the state of the research and development products was
not yet at a technological or commercially viable state. The Company did
not believe that the research and development products had any future
alternative use because if these products were not finished and brought
to ultimate product completion, they would have no other value.
Therefore, consistent with generally accepted accounting principles, the
Company recorded a charge for the full value of the in-process research
and development.
The condensed consolidated balance sheets as of September 30, 2000 and
December 31, 1999 include the accounts of OZ and results of operations
since the date of acquisition. The following summary, prepared on a pro
forma basis, excluding the charge for in-process research and
development, presents the results of operations as if the acquisition had
occurred on January 1, 1999.
<TABLE>
<CAPTION>
Nine months ended
September 30, 1999
------------------
(unaudited)
<S> <C>
Net sales $ 65,764,000
Net loss (2,788,000)
Basic net loss per share (0.30)
Diluted net loss per share (0.30)
</TABLE>
The pro forma results are not necessarily indicative of what the actual
consolidated results of operations might have been if the acquisition had
been effective at the beginning of 1999 or as a projection of future
results.
(6) RELATED PARTY TRANSACTIONS
In August 1999, the Company and certain of its Directors and Officers
entered into Secured
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Promissory Notes and Stock Pledge Agreements. The purpose of the loans
was to exercise stock options scheduled to expire. Interest on the notes
is at 6% per annum with note maturities in August 2002. The notes are
fully recourse to the borrowers and are also collateralized by shares of
the Company's Common Stock beneficially owned by the borrowers.
In June 2000, the Company and Daniel J. Hill entered into an unsecured
Promissory Note. The principal amount of the loan was $45,000, with a
maturity of December 31, 2000. Interest on the note was 6% per annum. As
of September 30, 2000 and December 31, 1999, the balance on all notes was
$827,023 and $868,273, respectively.
(7) SEGMENT INFORMATION
The Company operates principally in one industry segment: the design,
development, manufacture, and marketing of semiconductor integrated
circuit test products and services. The Company's principal customers are
North American, European, and Asian semiconductor manufacturing
companies.
One of the Company's customers exceeded 10% of net sales. This customer
accounted for 17.8% and 15.5% of net sales for the nine months ended
September 30, 2000 and 1999, respectively. The accounts receivable from
the customer were $4,679,129 and $893,638 at September 30, 2000 and 1999,
respectively.
International sales represented 25.4% and 21.7% of the Company's net
sales for the nine months ended September 30, 2000 and 1999,
respectively.
The following is a summary of the Company's geographic operations for the
nine months ended September 30:
<TABLE>
<CAPTION>
NORTH AMERICA EUROPE & ASIA ELIMINATIONS CONSOLIDATED
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
2000
Customer sales $69,052,782 $23,468,409 $ - $92,521,921
Intercompany sales 1,581,576 4,062,517 (5,644,093) --
----------- ----------- ----------- -----------
Total sales $70,634,358 $27,530,926 $(5,644,093) $92,521,921
=========== =========== =========== ===========
Long-lived assets $42,627,582 $ 2,677,118 $ (159,568) $45,145,132
=========== =========== =========== ===========
1999
Customer sales $34,948,903 $ 9,691,764 $ - $44,640,667
Intercompany sales 362,944 2,093,333 (2,456,277) --
----------- ----------- ----------- -----------
Total sales $35,311,847 $11,785,097 $(2,456,277) $44,640,667
=========== =========== =========== ===========
Long-lived assets $23,196,751 $ 3,133,246 $ (123,777) $26,206,220
=========== =========== =========== ===========
</TABLE>
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(8) SUBSEQUENT EVENTS
On October 11, 2000, Cerprobe Corporation and Kulicke and Soffa
Industries, Inc. ("K&S") signed a definitive agreement whereby, subject
to the terms and conditions of the agreement, K&S will acquire Cerprobe.
The acquisition, if consummated, will be made by means of a cash tender
offer by a wholly-owned subsidiary of K&S for each share of Cerprobe
common stock at a price of $20.00 per share. This will be followed by a
back-end merger of Cerprobe with that subsidiary, with Cerprobe to remain
as the surviving corporation and a subsidiary of K&S. The total purchase
price, which also includes other acquisition-related costs, is expected
to be approximately $225 million. The agreement has been unanimously
approved by the boards of directors of both companies.
The consummation of the tender offer is subject to customary closing
conditions, including that a majority of the outstanding Cerprobe shares
are tendered and the expiration or termination of the Hart-Scott-Rodino
waiting period. The expiration of the Hart-Scott-Rodino waiting period
has occurred. K&S commenced the tender offer on October 25, 2000, which,
under the Securities and Exchange Commission rules, must be held open for
a minimum of twenty business days.
If K&S acquires at least 90% of the outstanding shares in the tender
offer, it is expected that the back-end merger will be effected promptly
after the consummation of the tender offer without a special meeting of
shareholders. If less than 90% of the shares are acquired by K&S, a
special meeting would be required for approval of the back-end merger,
which would be assured if K&S acquires a majority of the outstanding
shares in the tender offer. Cerprobe shareholders who do not tender their
shares in the tender offer and who do not otherwise seek to have the
value of their shares appraised under the applicable appraisal procedures
under Delaware Law would receive $20.00 for each of their shares of
common stock in the back-end merger.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Selected Consolidated Financial Data and the Consolidated Financial Statements
and related Notes thereto of the Company appearing in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
OVERVIEW
The Company offers comprehensive solutions principally in one segment of the
semiconductor industry - semiconductor test interconnect. The Company is a
leading manufacturer of probe cards, ATE interface assemblies, ATE test boards,
and test sockets/contactors. The Company believes it is the only company that
designs, manufactures, and assembles each of the electromechanical components
that assure the integrity of the electrical test signal that passes from the ATE
to the IC DUT. The Company's products address critical functions to assure IC
quality, reduce manufacturing costs, improve the accuracy of manufacturing yield
data, and identify repairable memory ICs.
The semiconductor industry is characterized as cyclical, with capacity boom
cycles followed by bust cycles that create tremendous pricing pressures. Despite
these cycles, the IC market has generally been a high volume, high growth
commodity market characterized by rapid technological change. The Company has
benefited from this and has grown substantially over the last five years as the
Company has increased its market share and expanded its product lines. Net sales
have increased from $26.1 million for 1995 to $62.7 million for 1999,
representing a five year average annualized growth rate of approximately 35%.
The Company has grown its business and expanded its product lines through
internal product development, strategic acquisitions, joint
development/ventures, and licensing of technologies. In 1990, the foundation for
the growth of the Company's core probe card business was the development of the
Company's CerCard(TM) technology. In April 1995, the Company acquired Fresh Test
Technology Corporation ("Fresh Test"), which enabled the Company to expand its
product line to include ATE interface assemblies. In December 1996, the Company
acquired Cerprobe Interconnect Solutions, Inc. ("CIS"), formerly CompuRoute,
Inc., which enabled the Company to offer ATE test boards, the Company's first
packaged IC testing product. In May 1997, the Company established a joint
development agreement with Japan-based Mitsubishi Materials Corporation. This
joint development has resulted in the Company's first probe card based upon the
Company's proprietary P4(TM) (Photolithographic Pattern Plated Probe)
technology. In September 1998, the Company acquired France-based Cerprobe Europe
S.A.S., formerly SemiConducteur Services, S.A., a probe card company, which
enabled the Company to further expand in and service the European market.
Additionally, in November 1998, the Company signed an agreement with Feinmetall
GmbH, a German contact technology company, which provided the Company with an
exclusive license to design, manufacture, and distribute Vertical integrated
Probe (ViProbe(R)) products worldwide, except Europe. Finally, in December
1999, the Company acquired OZ Technologies, Inc. ("OZ"), which enabled the
Company to offer test sockets, test contactors, and test boards used for testing
packaged ICs.
From 1996 through 1998, the semiconductor industry was in the worst
recession in its history. The IC test interconnect segment of the semiconductor
industry generally lags the industry cycle by nine months or more. Because of
this lag and market share gains by the Company, its business was not
significantly impacted by the recession in the semiconductor industry until the
second quarter of 1998. During 1998, certain customers of the Company began
processing a portion of their ICs in a manner that required vertical probing
products that were not manufactured by the Company. This exacerbated
12
<PAGE> 13
the already difficult business conditions the Company was experiencing and the
Company reported a loss from continuing operations before income taxes in the
second quarter of 1999, which was the first such quarterly loss by the Company
(excluding acquisition related costs) in 29 consecutive quarters. In the third
quarter of 1999, the Company began to experience some positive signs of a
gradual recovery. For the past several quarters sales have increased
significantly. Due to this significantly increased demand from its customers,
the implementation of several important operational initiatives during the
semiconductor downturn, and the acquisition of OZ, the Company has been
profitable during 2000.
The Company maintains regional full service facilities in Arizona,
California, and Texas as well as sales offices in Colorado, Florida,
Massachusetts, and Oregon to service the U.S. market for its products and
services. The Company maintains full service facilities in France and Scotland
and a sales office in Germany to serve the European market. The Company also
maintains full service facilities in Taiwan and Singapore to serve the Southeast
Asian market, as well as sales and distribution offices in Japan and Malaysia,
to serve the Asian market. Each of the Company's facilities is located in
proximity to semiconductor manufacturing centers.
RESULTS OF OPERATIONS
Three months ended September 30, 2000 Compared to Three months ended September
30, 1999.
Net Sales. Net sales for the three months ended September 30, 2000 were
$34.8 million, an increase of 132.9% over net sales of $14.9 million for the
three months ended September 30, 1999. Of the increase, 45.8% was a result of
sales of new packaged IC testing products from the acquisition of OZ. The
remaining 54.2% was a result of increased demand for the Company's legacy
products. During the three months ended September 30, 2000, approximately 24.2%
of sales were to international customers as compared to 21.7% for the same
period in 1999.
Gross Profit. Gross profit for the three months ended September 30, 2000
was $15.9 million, an increase of 205.8% from gross profit of $5.2 million for
the three months ended September 30, 1999. Of this increase, approximately 40.4%
was from the new packaged IC testing products from the acquisition of OZ. Gross
margin increased from 34.8% of net sales in the three months ended September 30,
1999 to 45.6% in 2000. These increases were a result of a more favorable product
mix, increased manufacturing efficiencies, and lower average material costs due
to volume purchases, combined with generally higher average selling prices.
Selling, General, and Administrative. Selling, general, and administrative
expenses were $8.5 million, or 24.4% of net sales, for the three months ended
September 30, 2000, compared to $4.9 million, or 33.1% of net sales, for the
three months ended September 30, 1999. Of this increase, approximately $1.5
million was due to the new packaged IC testing products from the acquisition of
OZ, $335,000 was due to international expansion, $1.2 million due to domestic
expansion, $300,000 in incentive management programs, $140,000 in professional
services for Research and Development Tax Credit study, and $167,000 was
attributable to increased marketing expenses.
Engineering and Product Development. Engineering and product development
expenses were $1.4 million, or 3.9% of net sales, for the three months ended
September 30, 2000, compared to $1.2 million or 7.9% of net sales, for the three
months ended September 30, 1999. Engineering and product development have
decreased as a percentage of sales to historical levels as several of the
Company's new products have recently been released to production.
13
<PAGE> 14
Interest Income. Interest income was $105,404 for the three months ended
September 30, 2000, compared to $192,831 for the three months ended September
30, 1999. This decrease was attributable to the investment of a lower average
cash balance.
Interest Expense. Interest expense was $460,726 for the three months ended
September 30, 2000, compared to interest expense of $105,286 for the three
months ended September 30, 1999. This increase was due to the increased Company
debt incurred to partially finance the acquisition of OZ.
Minority Interest. The minority interest share of income of $158,478 for
the three months ended September 30, 2000 and $84,978 for the three months ended
September 30, 1999 represented the Company's joint venture partners' share of
income from the Company's Asian operations (40%). The Company purchased for
$914,237 the minority interest on July 31, 2000.
Income Taxes. Income taxes increased from a benefit of $269,310 for
September 30, 1999 to a $1.6 million expense for September 30, 2000. This
represented an effective tax rate of 28.7% for September 30, 2000 and an
effective tax benefit of 26.6% for September 30, 1999. The effective tax rate
for September 30, 2000 has been favorably impacted by state net operating loss
carryforwards from 1999 and lower tax rates applied against income of some
foreign operations.
Net Income. Net income for the three months ended September 30, 2000 was
$3.1 million or 8.9% of sales, compared to a net loss of $878,138 or (5.9)% of
sales for the three months ended September 30, 1999. The increase in net income
was due to substantially increased sales, increased manufacturing efficiencies,
and greater leverage from the Company's fixed cost infrastructure.
Nine months ended September 30, 2000 Compared to Nine months ended September 30,
1999.
Net Sales. Net sales for the nine months ended September 30, 2000 were
$92.5 million, an increase of 107.3% over net sales of $44.6 million for the
nine months ended September 30, 1999. Of the increase, 57.7% was a result of
sales of new packaged IC testing products from the acquisition of OZ. The
remaining 42.3% was a result of increased demand for the Company's legacy
products.
Gross Profit. Gross profit for the nine months ended September 30, 2000 was
$41.3 million, an increase of 175.3% from gross profit of $15.0 million for the
nine months ended September 30, 1999. Of this increase, approximately 48.9% was
from the new packaged IC testing products from the acquisition of OZ. Gross
margin increased from 33.6% of net sales in the nine months ended September 30,
1999 to 44.6% in 2000. These increases were a result of a more favorable product
mix, increased manufacturing efficiencies, and lower average material costs due
to volume purchases, combined with generally higher average selling prices.
Selling, General, and Administrative. Selling, general, and administrative
expenses were $23.1 million, or 25.0% of net sales, for the nine months ended
September 30, 2000, compared to $14.6 million, or 32.8% of net sales, for the
nine months ended September 30, 1999. Of this increase, approximately $4.9
million was due to the new packaged IC testing products from the acquisition of
OZ, $635,000 was due to international expansion, $467,000 was attributable to
increased marketing expenses due to international expansion, $1.2 million was
due to domestic expansion, $300,000 in incentive management programs, $140,000
in professional service for Research and Development Tax Credit study, and the
reversal of $500,000 in incentive management programs expense in the nine months
ended September 30, 1999.
14
<PAGE> 15
Engineering and Product Development. Engineering and product development
expenses were $3.6 million, or 3.9% of net sales, for the nine months ended
September 30, 2000, an increase of 12.3% over $3.2 million or 7.3% of net sales,
for the nine months ended September 30, 1999. The increase was primarily due to
the acquisition of OZ.
Interest Income. Interest income was $317,020 for the nine months ended
September 30, 2000, compared to interest income of $623,670 for the nine months
ended September 30, 1999. This decrease was attributable to the investment of a
lower average cash balance.
Interest Expense. Interest expense was $1.6 million for the nine months
ended September 30, 2000, compared to $309,268 for the nine months ended
September 30, 1999. This increase was due to the increased Company debt incurred
to partially finance the acquisition of OZ.
Minority Interest. The minority interest share of income of $873,147 for
the nine months ended September 30, 2000 and $273,494 for the nine months ended
September 30, 1999 represented the Company's joint venture partners' share of
income from the Company's Asian operations (40%). The Company purchased for
$914,237 the minority interest 40% on July 31, 2000.
Income Taxes. Income taxes increased from a benefit of $944,480 for
September 30, 1999 to a $4.0 million expense for September 30, 2000. This
represented an effective tax rate of 31.7% for September 30, 2000 and 32.1% for
September 30, 1999. The effective tax rate for September 30, 2000 has been
favorably impacted by state net operating loss carryforwards from 1999, and
lower tax rates applied against income of some foreign operations.
Net Income. Net income for the nine months ended September 30, 2000 was
$5.9 million or 6.3% of sales, compared to a net loss of $2.4 million or (5.4)%
of sales for the nine months ended September 30, 1999. The increase in net
income was due to substantially increased sales, increased manufacturing
efficiencies, and greater leverage from the Company's fixed cost infrastructure.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations and capital requirements primarily
through cash flows from operations, equipment lease financing arrangements,
working capital credit facilities, and sales of equity securities. At September
30, 2000, cash was $4.3 million compared to $3.5 million at December 31, 1999.
The Company generated $9.6 million of cash from its operating activities
for the nine months ended September 30, 2000. Accounts receivable increased by
$9.2 million, net of allowance, or 75.1%, to $21.6 million at September 30, 2000
compared to the balance at December 31, 1999. This increase was consistent with
the Company's substantial increase in sales in the first nine months of 2000.
Inventories increased $2.9 million, net of reserve, or 29.5%, from $9.7 million
at December 31, 1999 to $12.6 million at September 30, 2000. This increase was
necessary to support the substantial increase in sales.
Income taxes receivable decreased $4.0 million, or 99.1%, from $4.0 million
at December 31, 1999 to $36,101 at September 30, 2000. The decrease was due to
the receipt of tax refunds and an increase in taxes payable. Accounts payable
and accrued expenses increased $2.5 million, or 26.7%, to $11.7 million at
September 30, 2000.
Approximately $6.0 million of equipment was purchased during the nine
months ended September 30, 2000, which was financed primarily through cash flow
from operations and usage of the Company's revolving line of credit. As of
September 30, 2000 the amount available under the credit facility was $5.5
million. The Company received $2.7 million from the sale/leaseback of the real
property located at 10365 Sanden Drive, Dallas, Texas. The proceeds were used to
pay the $2.8 million Promissory Note issued to the selling stockholders in the
acquisition of OZ Technologies, Inc.
15
<PAGE> 16
Working capital increased $8.9 million, or 75.7%, to $20.8 million at
September 30, 2000. The current ratio was 2.0 and 1.6 for September 30, 2000 and
December, 31, 1999, respectively.
The Company believes that its working capital, together with the amount
available under the credit facilities, lease commitments, and anticipated cash
flow from operations, will provide adequate sources to fund operations for at
least the next 12 months. The Company anticipates that any additional cash
requirements for operations or capital expenditures will be financed through
cash flow from operations, by borrowing from the Company's primary lender, by
lease financing arrangements, or, in the event that the Company's acquisition by
K&S is not consummated, by sales of equity securities. Any such financing may
not be available on acceptable terms and any additional equity financing, if
available, would result in additional dilution to existing investors.
INFLATION AND CHANGING PRICES
The Company is impacted by inflationary trends and business trends within
the semiconductor industry and by the general condition of the worldwide
semiconductor markets. Market price pressures are exerted on semiconductor
manufacturers by the global marketplace and global competition. Such pressures
mandate that semiconductor manufacturers closely scrutinize the prices they pay
for goods and services purchased from the Company and other suppliers.
Accordingly, the price structure for the Company's products must be competitive.
Changes in the Company's supplier prices did not have a significant impact
on cost of sales during the first, second, or third quarters of 2000 or 1999.
As a result of the Company's operation of manufacturing, repair, and sales
facilities in Scotland, France, Singapore, and Taiwan, the Company's foreign
transactions may be denominated in currencies other than the U.S. Dollar. Such
transactions may expose the Company to exchange rate fluctuations for the period
of time from inception of the transaction until it is settled. Fluctuations in
the currency exchange rate in the future may have an adverse impact on the
Company's foreign operations.
In addition, the Company may purchase a substantial portion of its raw
materials and equipment from foreign suppliers and will incur labor costs in a
foreign currency. The foreign manufacture and sale of products and the purchase
of raw material and equipment from foreign suppliers may be adversely affected
by political and economic conditions abroad. Protective trade legislation in
either the United States or foreign countries, such as a change in the current
tariff structures, export compliance laws or other trade policies, could
adversely affect the Company's ability to manufacture or sell its products in
foreign markets and purchase materials or equipment from foreign suppliers. In
countries in which the Company conducts business in local currency, currency
exchange rate fluctuations could adversely affect the Company's net sales or
costs.
BUSINESS OUTLOOK
The Company's business depends substantially on both the volume of IC
production by semiconductor manufacturers as well as new IC designs, which in
turn depend on the demand of ICs
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<PAGE> 17
and products utilizing ICs. The semiconductor industry is highly cyclical and
historically has experienced periods of oversupply, resulting in reduced demand
for IC testing products, including the products manufactured by the Company. At
present, there is strong demand for Cerprobe's products and this demand is
expected to remain strong for the foreseeable future.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Statements in this section regarding increasing demand for the Company's
products in the foreseeable future, the Company's prospects for growth, adequacy
of sources of capital, and business out-look are forward-looking statements.
Words such as "believes," "expects," "anticipates," "intends," "may,"
"estimates," "should," "will likely," and similar expressions are intended to
identify such forward-looking statements. Actual results, however, could differ
materially from those anticipated for a number of reasons, including a decrease
in demand or slower than anticipated growth in the semiconductor industry,
product demand and development, ability to maintain customer diversity and
relationships, technological advances, impact of competitive products and
pricing, growth in targeted markets and other factors identified under "Special
Considerations" of the Company's 1999 Form 10-K which has been filed with the
Securities and Exchange Commission. Additional risk factors are identified from
time to time in the Company's financial press releases. The cautionary
statements made in this Report should be read as being applicable to all related
forward-looking statements wherever they appear in this Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no change since the Form 10-K for the year ended December
31, 1999. See Part II Item 7A, Quantitative and Qualitative Disclosures About
Market Risk, in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
17
<PAGE> 18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In October 1998, the Company filed an action against the
former President, Director, and shareholder of Silicon Valley
Test & Repair, Inc., which was acquired by the Company by way
of merger into its wholly-owned subsidiary, SVTR, Inc., in
January 1997. The suit seeks rescission of the acquisition
and/or monetary damages arising from failure of the
defendants to disclose material facts regarding the origins
of certain software necessary for SVTR, Inc.'s business. In
February 1999, the defendants filed a counter claim against
the Company alleging conversion, interference with
contractual relations, unfair business practices, breach of
contract, and specific performance allegedly arising from the
Company's actions to preclude the defendants from selling the
Company stock received by defendants as part of the purchase
price of Silicon Valley Test & Repair, Inc.; the Company
sought to recover this stock and the balance of the purchase
price through its claims for rescission. In March 1999, the
Company and SVTR filed an amended complaint. In July 2000,
the defendants were granted Summary Judgement in their favor
on all of Cerprobe and SVTR, Inc.'s claims. On September 5,
2000, the Company moved for summary judgement seeking
dismissal of the majority of Defendants' counterclaims. On
September 19, 2000, Defendants responded to the Company's
motion and filed a cross-motion for summary judgement on each
of their counterclaims. On October 19, 2000, the Court heard
arguments on the Company's motion and the Defendants'
cross-motion and took the matter under advisement. At
present, the Court has not rendered its ruling on the matter.
While the Company intends to vigorously defend the
defendants' counter claim, it is impossible to predict the
outcome of this or any other litigation. It is not
anticipated that the suit will have a material adverse impact
on the Company's financial condition or results of
operations.
Item 4. Submission of Matters to Vote of Security Holders
a. An annual meeting of stockholders of the Company was
held on August 17, 2000.
b. The name of each director elected at the meeting is
as follows: Ross J. Mangano, C. Zane Close, Kenneth
W. Miller, Donald F. Walter, and William A. Fresh.
c. The matters voted upon and the results of the voting
were as follows:
1. The following five persons were elected as
Directors at the annual meeting pursuant to
the following vote:
<TABLE>
<CAPTION>
Votes For Votes Withheld
<S> <C> <C>
Rose J. Mangano 7,436,439 1,382,500
C. Zane Close 7,434,947 1,383,992
Kenneth W. Miller 7,436,347 1,382,592
Donald F. Walter 7,262,839 1,556,100
William A. Fresh 7,436,589 1,382,350
</TABLE>
2. An amendment to the company's 1995 Stock
Option Plan (The "1995 Plan") to increase
the number of shares of the Company's Common
Stock that may be issued pursuant to the
1995 Plan.
<TABLE>
<S> <C>
Votes For 4,778,550
Votes Against 1,281,061
</TABLE>
18
<PAGE> 19
<TABLE>
<S> <C>
Votes Abstaining 11,125
Not Voted 2,748,203
</TABLE>
Item 5. Other Information
On October 11, 2000, Cerprobe Corporation and Kulicke and
Soffa Industries, Inc. ("K&S") signed a definitive agreement
whereby, subject to the terms and conditions of the agreement,
K&S will acquire Cerprobe. The acquisition, if consummated,
will be made by means of a cash tender offer by a wholly-owned
subsidiary of K&S for each share of Cerprobe common stock at a
price of $20.00 per share, that will be followed by a back-end
merger of Cerprobe with that subsidiary, with Cerprobe to
remain as the surviving corporation and a subsidiary of K&S.
The total purchase price, which also includes other
acquisition-related costs, is expected to be about $225
million. The agreement has been unanimously approved by the
boards of directors of both companies.
The consummation of the tender offer is subject to customary
closing conditions, including that a majority of the
outstanding Cerprobe shares are tendered and the expiration or
termination of the Hart-Scott-Rodino waiting period. The
expiration of the Hart-Scott-Rodino waiting period has
occurred. K&S commenced the tender offer on October 25, 2000,
which, under the Securities and Exchange Commission rules,
must be held open for a minimum of twenty business days.
If K&S acquires at least 90% of the outstanding shares in the
tender offer, it is expected that the back-end merger will be
effected promptly after the consummation of the tender offer
without a special meeting of shareholders. If less than 90% of
the shares are acquired by K&S, a special meeting would be
required for approval of the back-end merger, which would be
assured if K&S acquires a majority of the outstanding shares
in the tender offer. Cerprobe shareholders who do not tender
their shares in the tender offer and who do not otherwise seek
to have the value of their shares appraised under the
applicable appraisal procedures under Delaware Law would
receive $20.00 for each of their shares of common stock in the
back-end merger.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
2(b) Agreement and Plan of Merger dated
October 11, 2000 among Kulicke and Soffa
Industries, Inc., Cardinal Merger Sub., Inc.
and Cerprobe Corporation (incorporated by
reference to Exhibit (d) (1) of the Schedule
TO filed by Kulicke and Soffa Industries,
Inc. on October 25, 2000).
3(d) Incorporation documents for OZTEK (M)
Sdn. Bhd. dated November 11, 1999.
4(e) First Amendment to Rights Agreement
dated October 11, 2000 between Cerprobe
Corporation and Computershare Trust Company,
Inc. (as successor in interest to American
Securities Transfer and Trust, Inc.)
19
<PAGE> 20
(incorporated by reference to Exhibit 8 of
the schedule 14d-9 filed by Cerprobe
Corporation on October 25, 2000).
10(iii) Promissory Note entered into on June 8, 2000
between Cerprobe Corporation as lender and
Daniel J. Hill as borrower for $45,000.
10(jjj) A Tenancy Agreement between Best I.Q., Inc.,
and Cerprobe Corporation for the lease of
Lot No. P.T. No. 2878, Mukim 12, Daerah
Barat Dayna Penang along with a building No.
Plot 47 Phase IV, Jalan Bund, 11900 Bayan
Lepas, Penang.
10(kkk) Amendment to Tenancy Agreement between Best
I.Q., Inc and Cerprobe Corporation for the
buildout of the premises.
10(lll) Agreement between Cerprobe Corporation and
Build-Tec Management SDN. BHD. for the
renovation of an existing factory on Plot 47
(F.T.Z.) Phase 4 Bayan Lepas.
10(mmm) Amendment Agreement dated July 4, 2000, to a
Promissory Note between Cerprobe Corporation
and Ali Bushehri as agent for Nasser Barabi,
Iraj Barabi, Ali Bushehri, Ahmad Barabi, the
Ali and Nassrin Bushehri Trust and Ahmad and
Zakieh Barabi Trust.
10(nnn) Amendment No. 1 to Loan and Security
Agreement between Bank of America, N.A. and
Cerprobe Corporation, Cerprobe Interconnect
Solutions, Inc., OZ Technologies, Inc. and
Triple S. Engineering, Inc. dated August 15,
2000.
10(ooo) Sale agreement relating to 10365 Sanden
Drive, Dallas, Texas between Cerprobe
Corporation (seller) and Assurance Capital,
Inc. on September 12, 2000.
10(ppp) Lease agreement dated September 12, 2000 on
10365 Sanden Drive, Dallas, Texas between
Cerprobe Corporation and SJS Sanden, L.P.
10(qqq) Lease agreement dated June 30, 2000 between
Copelco Capital, Inc. and Cerprobe
Corporation.
10(rrr) Lease agreement dated September 29, 2000
between Dell Financial Services and Cerprobe
Corporation
10(sss) Amendment to the Change of Control Agreement
dated August 17, 2000 between Cerprobe
Corporation and C. Zane Close.
10(ttt) Amendment to the Change of Control Agreement
dated August 17, 2000 between Cerprobe
Corporation and Michael K. Bonham
10(uuu) Amendment to the Change of Control Agreement
dated August 17, 2000 between Cerprobe
Corporation and Daniel J. Hill.
20
<PAGE> 21
10(vvv) Amendment to the Change of Control Agreement
dated August 17, 2000 between Cerprobe
Corporation and Randal L. Buness
10(www) Lease agreement dated November 2, 2000
between Dell Financial Services and Cerprobe
Corporation
10(xxx) Stock Option Agreement dated October 11,
2000 between Kulicke and Soffa Industries,
Inc. and Cerprobe Corporation (incorporated
by reference to Exhibit (d) (2) of the
Schedule TO filed by Kulicke and Soffa
Industries, Inc. on October 25, 2000.
10(yyy) Agreement to Terminate Employment and Change
of Control Agreements with Cerprobe
Corporation dated October 11, 2000 between
Cerprobe Corporation and C. Zane Close
(incorporated by reference to Exhibit 4 of
the Schedule 14d-9 filed by Cerprobe
Corporation on October 25, 2000).
10(zzz) Agreement to Terminate Employment and Change
of Control Agreements with Cerprobe
Corporation Dated October 11, 2000 between
Cerprobe Corporation and Randal L. Buness
(incorporated by reference to Exhibit 10 of
Schedule 14d-9 filed by Cerprobe Corporation
on October 25, 2000).
10(aaaa) Agreement to Terminate Employment and Change
of Control Agreements with Cerprobe
Corporation dated October 11, 2000 between
Cerprobe Corporation and Michael K. Bonham
(incorporated by reference to Exhibit 11 of
the schedule 14d-9 filed by Cerprobe
Corporation on October 25, 2000).
10(bbbb) Agreement to Terminate Employment and Change
of Control Agreements with Cerprobe
Corporation dated October 11, 2000 between
Cerprobe Corporation and Daniel J. Hill
(incorporated by reference to Exhibit 12 of
the schedule 14d-9 filed by Cerprobe
Corporation on October 25, 2000).
11 Computation of Net Income Per Share.
27.1 Financial Data Schedule - September 30, 2000
b. Reports on Form 8-K
No Reports on Form 8-K were filed by the Company
during the quarter ended September 30, 2000.
21
<PAGE> 22
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
Senior Vice President - Chief Financial Officer
November 10, 2000
22
<PAGE> 23
Exhibit Index
2(b) Agreement and Plan of Merger dated
October 11, 2000 among Kulicke and Soffa
Industries, Inc., Cardinal Merger Sub., Inc.
and Cerprobe Corporation (incorporated by
reference to Exhibit (d) (1) of the Schedule
TO filed by Kulicke and Soffa Industries,
Inc. on October 25, 2000).
3(d) Incorporation documents for OZTEK (M)
Sdn. Bhd. dated November 11, 1999.
4(e) First Amendment to Rights Agreement
dated October 11, 2000 between Cerprobe
Corporation and Computershare Trust Company,
Inc. (as successor in interest to American
Securities Transfer and Trust, Inc.)
<PAGE> 24
(incorporated by reference to Exhibit 8 of
the schedule 14d-9 filed by Cerprobe
Corporation on October 25, 2000).
10(iii) Promissory Note entered into on June 8, 2000
between Cerprobe Corporation as lender and
Daniel J. Hill as borrower for $45,000.
10(jjj) A Tenancy Agreement between Best I.Q., Inc.,
and Cerprobe Corporation for the lease of
Lot No. P.T. No. 2878, Mukim 12, Daerah
Barat Dayna Penang along with a building No.
Plot 47 Phase IV, Jalan Bund, 11900 Bayan
Lepas, Penang.
10(kkk) Amendment to Tenancy Agreement between Best
I.Q., Inc and Cerprobe Corporation for the
buildout of the premises.
10(lll) Agreement between Cerprobe Corporation and
Build-Tec Management SDN. BHD. for the
renovation of an existing factory on Plot 47
(F.T.Z.) Phase 4 Bayan Lepas.
10(mmm) Amendment Agreement dated July 4, 2000, to a
Promissory Note between Cerprobe Corporation
and Ali Bushehri as agent for Nasser Barabi,
Iraj Barabi, Ali Bushehri, Ahmad Barabi, the
Ali and Nassrin Bushehri Trust and Ahmad and
Zakieh Barabi Trust.
10(nnn) Amendment No. 1 to Loan and Security
Agreement between Bank of America, N.A. and
Cerprobe Corporation, Cerprobe Interconnect
Solutions, Inc., OZ Technologies, Inc. and
Triple S. Engineering, Inc. dated August 15,
2000.
10(ooo) Sale agreement relating to 10365 Sanden
Drive, Dallas, Texas between Cerprobe
Corporation (seller) and Assurance Capital,
Inc. on September 12, 2000.
10(ppp) Lease agreement dated September 12, 2000 on
10365 Sanden Drive, Dallas, Texas between
Cerprobe Corporation and SJS Sanden, L.P.
10(qqq) Lease agreement dated June 30, 2000 between
Copelco Capital, Inc. and Cerprobe
Corporation.
10(rrr) Lease agreement dated September 29, 2000
between Dell Financial Services and Cerprobe
Corporation
10(sss) Amendment to the Change of Control Agreement
dated August 17, 2000 between Cerprobe
Corporation and C. Zane Close.
10(ttt) Amendment to the Change of Control Agreement
dated August 17, 2000 between Cerprobe
Corporation and Michael K. Bonham
10(uuu) Amendment to the Change of Control Agreement
dated August 17, 2000 between Cerprobe
Corporation and Daniel J. Hill.
<PAGE> 25
10(vvv) Amendment to the Change of Control Agreement
dated August 17, 2000 between Cerprobe
Corporation and Randal L. Buness
10(www) Lease agreement dated November 2, 2000
between Dell Financial Services and Cerprobe
Corporation
10(xxx) Stock Option Agreement dated October 11,
2000 between Kulicke and Soffa Industries,
Inc. and Cerprobe Corporation (incorporated
by reference to Exhibit (d) (2) of the
Schedule TO filed by Kulicke and Soffa
Industries, Inc. on October 25, 2000.
10(yyy) Agreement to Terminate Employment and Change
of Control Agreements with Cerprobe
Corporation dated October 11, 2000 between
Cerprobe Corporation and C. Zane Close
(incorporated by reference to Exhibit 4 of
the Schedule 14d-9 filed by Cerprobe
Corporation on October 25, 2000).
10(zzz) Agreement to Terminate Employment and Change
of Control Agreements with Cerprobe
Corporation Dated October 11, 2000 between
Cerprobe Corporation and Randal L. Buness
(incorporated by reference to Exhibit 10 of
Schedule 14d-9 filed by Cerprobe Corporation
on October 25, 2000).
10(aaaa) Agreement to Terminate Employment and Change
of Control Agreements with Cerprobe
Corporation dated October 11, 2000 between
Cerprobe Corporation and Michael K. Bonham
(incorporated by reference to Exhibit 11 of
the schedule 14d-9 filed by Cerprobe
Corporation on October 25, 2000).
10(bbbb) Agreement to Terminate Employment and Change
of Control Agreements with Cerprobe
Corporation dated October 11, 2000 between
Cerprobe Corporation and Daniel J. Hill
(incorporated by reference to Exhibit 12 of
the schedule 14d-9 filed by Cerprobe
Corporation on October 25, 2000).
11 Computation of Net Income Per Share.
27.1 Financial Data Schedule - September 30, 2000
