SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 1, 1997
ELECTRO SCIENTIFIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oregon 0-12853 93-0370304
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
13900 NW Science Park Dr., Portland, OR 97229
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(Address of principal executive offices) (Zip Code)
(503) 641-4141
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(Registrant's telephone number, including area code)
No Change
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(Former name, former address and former fiscal year,
if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On December 1, 1997, Electro Scientific Industries, Inc. (the "Company")
acquired Applied Intelligent Systems, Inc. ("AISI") by means of a merger of
Asteroid Merger Corp., a wholly owned subsidiary of the Company, with and into
AISI. AISI, a privately held Michigan corporation, provides electronics
manufacturers with machine vision solutions for automated process control and
visual inspection for the assembly of computer chips and electronic printed
circuit boards. The Company issued 1,125,515 shares of its Common Stock to the
shareholders of AISI as merger consideration in the transaction. The Company
also assumed options held by certain AISI employees, providing for the issuance
of up to 274,603 shares of Company Common Stock. AISI will operate as a wholly
owned subsidiary of the Company.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired. Financial statements of
AISI are not filed because the conditions specified in Rule 1-02(w) of
Regulation S-X do not exceed 20 percent.
(b) Pro forma financial information. Pro forma financial information is
not filed because the conditions specified in Rule 1-02(w) of
Regulation S-X do not exceed 20 percent.
(c) Exhibits.
2.1 Agreement of Reorganization and Merger (as amended), dated
September 29, 1997, by and among the Company, AISI and Asteroid
Merger Corp., incorporated by reference to Exhibits 2, 2-A and
2-B to the Company's Registration Statement on Form S-4
(Registration No. 333- 36681).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 11, 1997
ELECTRO SCIENTIFIC INDUSTRIES, INC.
By BARRY L. HARMON
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Barry L. Harmon, Senior Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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2.1 Agreement of Reorganization and Merger (as amended), dated
September 29, 1997, by and among the Company, AISI and Asteroid
Merger Corp., incorporated by reference to Exhibits 2, 2-A and 2-B
to the Company's Registration Statement on Form S-4 (Registration
No. 333-36681).
The following schedules to the Agreement of Reorganization and
Merger have been omitted and will be provided to the Securities
and Exchange Commission upon request:
Schedule 3.1 Disclosure Schedule
Schedule 3.1.2 -Statement of Stock Ownership as of 6/30/97
(Major Shareholders/Directors/Employees/
Others
-List of Active Common Stock Ownership
-Stock Option Summary as of 6/30/97
Schedule 3.1.5 Investments and Subsidiaries
Schedule 3.1.13.2 Employee Benefits and Plans
Schedule 3.1.13.3 Employment Manuals
Schedule 3.1.13.4 -Compensation (Directors/Officers/
Consultants)
-Accrued Vacation/Time Off, 12/31/96,
8/31/97
Schedule 3.1.14 Leased Real Property Since 8/86
Schedule 3.1.15 -Schedule of Active Leased Assets
-Fixed Assets as of 8/31/97
-Book Asset Listing by Group (8/31/97)
Schedule 3.1.16 Listing and Status of AISI Patents and
Trademarks
Schedule 3.1.17 Other Agreements
Schedule 3.1.19 -List of Insurance Policies
-Schedule of Prepaid Insurance
Schedule 3.1.20 Permits (None)
Schedule 3.1.21 Tax Extensions/Examinations
Schedule 3.1.22 Related Parties (Notes for J. Anderson)
Schedule 3.1.28 Bank Accounts
Schedule 3.1.29 Product Warranty
Schedule 3.1.30 Inventory Reconciliation (6/30/97)
Schedule 3.1.32 -Order Backlog Report (8/31/97)
-Top Ten Customers
Schedule 5.3.7 Affiliates to Sign Representation Letters
Schedule 5.3.8 Parties to Sign Continuity of Interest
Letters
