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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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CERPROBE REPORTS RECORD THIRD QUARTER RESULTS
SALES UP 133%, RECORD OPERATING INCOME
GILBERT, ARIZONA (OCTOBER 18, 2000) --- CERPROBE CORPORATION (NASDAQ NM:CRPB)
today announced that sales were $34,773,000 for the third quarter ended
September 30, 2000, an increase of 133% from sales of $14,932,000 for the
quarter ended September 30, 1999, and a 12% increase over the $30,971,000 for
the immediately preceding quarter ended June 30, 2000.
Net income for the third quarter of 2000 was a record $4,001,000, or $0.40 per
diluted share, excluding goodwill amortization of $916,000. This compares to net
loss for the same period in 1999 of $744,000, or ($0.09) per diluted share. In
the second quarter of 2000, Cerprobe recorded net income of $3,221,000, or $0.33
per diluted share, excluding goodwill amortization of $960,000.
For the nine months ended September 30, 2000, sales increased to a record
$92,521,000, a 107% increase over September 30, 1999 nine months sales of
$44,641,000. Net income for the first nine months of 2000 increased to
$8,686,000 or $0.88 per diluted share, excluding goodwill amortization of
$2,824,000, compared to 1999 nine months net loss of 2,001,000, or ($0.26) per
diluted share, excluding goodwill amortization of $391,000.
C. Zane Close, President and Chief Executive Officer of Cerprobe, said, "We are
very pleased with our performance for the quarter and for the first nine months
of 2000. Our legacy business was especially strong. Sales of probe cards, ATE
interfaces, and ATE test boards, which accounted for approximately 74% of total
sales during the quarter, were up 72% over the comparable quarter in 1999 and
were up 20% over the second quarter of 2000. Our newly acquired package test
socket product line had sales during the quarter of approximately $9,100,000, an
18% increase over 1999 third quarter sales when operating as OZ Technologies,
Inc."
"We also saw continued strength in our international operations," continued Mr.
Close. "Both Cerprobe Asia, operating in Taiwan and Singapore, and Cerprobe
Europe, operating in France and Scotland, continue to perform at or near record
levels. International sales (which include both international subsidiary sales
as well as export sales from the US) totaled $8,397,000, a 61% increase over the
third quarter of 1999. During the third quarter, we also completed the buyout of
our minority investors' 40% interest in Cerprobe Asia PTE LTD, which operates
our facilities in Taiwan and Singapore. This should allow us to better manage
our future growth plans in Southeast Asia as well as improve our consolidated
net income."
"Looking forward, demand for our products remains strong. However, due to
short-term capacity constraints and the holiday season, we do not expect sales
and earnings for the fourth quarter of 2000 to exceed the results of the third
quarter. Year 2001 continues to look like another growth year for our business,
based upon the latest industry data," concluded Mr. Close.
Commenting on the October 12, 2000 announcement that Kulicke & Soffa Industries,
Inc. intends to acquire Cerprobe through a tender offer at $20.00 per share, Mr.
Close said, "We are
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very enthusiastic about the proposed merger with Kulicke & Soffa. Cerprobe's
strategy of building a company that provides comprehensive solutions on a
worldwide basis for semiconductor test interconnect complements Kulicke &
Soffa's "Total Connection" strategy at semiconductor assembly. We believe this
combination will create at back-end test and assembly, the type of single source
equipment and service provider that has been very successful at front-end wafer
fabrication."
A teleconference to discuss the third quarter results will be held today at 7:00
a.m. (PDT). Interested investors and members of the media may listen to the
teleconference by dialing 212-346-6402 approximately 10 minutes prior to the
call.
Cerprobe is a recognized world leader in the design and manufacture of
semiconductor test interconnect solutions. The Company offers products and
integrated systems for wafer and IC package testing. Cerprobe markets and
distributes its products and systems worldwide, and operates domestic
manufacturing facilities in Arizona, California, and Texas and international
manufacturing facilities in France, Scotland, Taiwan, and Singapore. Additional
information about Cerprobe is available at www.cerprobe.com.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO
SELL SHARES. THE TENDER OFFER FOR THE OUTSTANDING SHARES OF CERPROBE COMMON
STOCK DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET COMMENCED. AT THE TIME THE
OFFER IS COMMENCED, KULICKE & SOFFA WILL FILE A TENDER OFFER STATEMENT WITH THE
SEC AND CERPROBE WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT
TO THE OFFER. INVESTORS AND SECURITY HOLDERS OF BOTH KULICKE & SOFFA AND
CERPROBE ARE URGED TO READ EACH OF THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT REFERENCED IN THIS PRESS RELEASE WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE TENDER
OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT WHEN IT IS
AVAILABLE AND OTHER DOCUMENTS FILED BY KULICKE & SOFFA AND CERPROBE WITH THE SEC
AT THE SEC'S WEB SITE AT WWW.SEC.GOV. THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT AND THESE OTHER DOCUMENTS MAY ALSO BE
OBTAINED FREE FROM KULICKE & SOFFA, CERPROBE AND THE INFORMATION AGENT.
The statements in this release regarding the Company's expectations for the
remainder of 2000 and for the full year of 2001, and the Company's ability to
better manage its future growth in Southeast Asia and improve its consolidated
net income as a result of the recent buyout of the minority investors in
Cerprobe Asia PTE LTD are forward looking statements that include risks and
uncertainties, including but not limited to product demand and development,
ability to maintain customer diversity and relationships, technological
advancements, impact of competitive products and pricing, growth in targeted
markets, manufacturing capacity, risks of foreign operations, ability to
integrate and leverage acquisitions, and other information detailed from time to
time in the Company's financial press releases and Securities and Exchange
Commission filings. An additional forward looking statement in this press
release includes the Company's belief that a combination with Kulicke & Soffa
Industries, Inc. will create at back-end test and assembly, the type of single
source equipment and service provider that has been very successful at front-end
wafer fabrication. This statement also includes risks and uncertainties
including Kulicke & Soffa Industries's successful tender offer, the
consolidation of Cerprobe into Kulicke & Soffa Industries, as well as
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the expected timing and benefits of the acquisition. While these forward-looking
statements represent our judgments and future expectations concerning the
development of our business and the timing and benefits of the acquisition, a
number of risks, uncertainties and other important factors could cause actual
developments and results to differ materially from our expectations. These
factors include, but are not limited to, those listed or discussed in our 1999
Annual Report on Form 10-K and Kulicke & Soffa Industries's 1999 Annual Report
on Form 10-K; business and economic conditions in the industries in which we and
Kulicke & Soffa Industries operate; the risk that the Cerprobe business will not
be successfully integrated into Kulicke & Soffa Industries; the costs related to
the transaction; the inability to obtain or meet conditions imposed for
governmental approvals for the transaction; the risk that anticipated synergies
will not be obtained or not obtained within the time anticipated; the risk that
we will not be successful in making technological advances and other key factors
that we have indicated could adversely affect our businesses and financial
performance contained in our past and future filings and reports, including
those with the SEC. More detailed information about those factors is set forth
in filings made by Cerprobe and Kulicke & Soffa Industries with the SEC. Neither
Cerprobe nor Kulicke & Soffa Industries is under any obligation to (and
expressly disclaims any such obligations to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.
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CERPROBE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
------------- ------------ ------------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales $ 34,773 $ 14,932 $ 92,521 $ $ 44,641
Cost and expenses:
Cost of sales 18,901 9,743 51,230 29,645
Selling, general, and administrative 8,480 4,939 23,139 14,648
Engineering and product development 1,360 1,186 3,649 3,248
Goodwill amortization 916 134 2,824 391
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29,657 16,002 80,842 47,932
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Operating income (loss) 5,116 (1,070) 11,679 (3,291)
Other income (expense):
Interest income 105 193 317 623
Interest expense (461) (105) (1,589) (309)
Other, net 91 (80) 365 (81)
------------- ------------ ------------- ------------
(265) 8 (907) 233
------------- ------------ ------------- ------------
Income (loss) from continuing operations
before income taxes and minority interest 4,851 (1,062) 10,772 (3,058)
Income tax (1,608) 269 (4,037) 944
Minority interest (158) (85) (873) (273)
------------- ------------ ------------- ------------
Income (loss) from continuing operations 3,085 (878) 5,862 (2,387)
Discontinued operations:
Loss from operations of SVTR, Inc.,
net of taxes - - - (5)
------------- ------------ ------------- ------------
Net income (loss) $ 3,085 $ (878) $ 5,862 $ (2,392)
============= ============ ============= ============
Earnings (loss) per share before goodwill
amortization $ 0.40 $ (0.09) $ 0.88 $ (0.26)
============= ============ ============= ============
Earnings (loss) per share $ 0.31 $ (0.11) $ 0.59 $ (0.31)
============= ============ ============= ============
Diluted shares outstanding 10,053 7,836 9,888 7,740
============= ============ ============= ============
</TABLE>
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CERPROBE CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
2000 1999 1999
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(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash $ 4,313 $ 3,484 $ 6,875
Short-term investment securities - - 8,834
Accounts receivable, net 21,557 12,313 9,122
Inventories, net 12,598 9,729 6,718
Other current assets 2,083 7,294 6,150
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Total current assets 40,551 32,820 37,699
Property, plant, and equipment, net 21,614 23,537 23,301
Intangible assets, net 23,531 26,334 2,905
Other assets 732 677 894
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Total assets $86,428 $83,368 $64,799
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,199 $ 3,687 $ 3,017
Accrued liabilities 6,547 5,584 3,157
Current portion of long term debt 7,713 11,290 1,650
Net liabilities of discontinued
operations 336 447 429
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Total current liabilities 19,795 21,008 8,253
Long-term debt, less current portion 6,416 7,655 3,938
Deferred income taxes and other liabilities 940 472 -
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Total liabilities 27,151 29,135 12,191
Minority interest - 1,116 846
Stockholders' equity 59,277 53,117 51,762
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Total liabilities and
stockholders' equity $86,428 $83,368 $64,799
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</TABLE>
