UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
ETEC Systems, Inc.
(Name of Issuer)
Common Shares, par value $0.01 per share
(Title of Class of Securities)
26922C 10 3
(CUSIP Number)
William B. Sawch, The Perkin-Elmer Corporation, 761 Main Avenue, Norwalk,
CT 06859 ph. (203)761-2900
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 28, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 10
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SCHEDULE 13D
CUSIP No. 26922C 10 3 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Perkin-Elmer Corporation
06-0490270
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
Number of Shares Beneficially Owned By Each Reporting Person With
7 SOLE VOTING POWER
1,494,534 Common Shares
8 SHARED VOTING POWER
0 Common Shares
9 SOLE DISPOSITIVE POWER
1,494,534 Common Shares
10 SHARED DISPOSITIVE POWER
0 Common Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,494,534
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
14 TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDES BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
Page 2 of 10
<PAGE>
Item 1. Security and Issuer.
This Statement relates to Common Shares par value $0.01
per share (the "Common Shares") of ETEC Systems, Inc., a
Nevada corporation ("ETEC"), the principal executive offices
of which are located at 26460 Corporate Avenue, Hayward,
California 94545.
Item 2. Identity and Background.
The person filing this Statement is The Perkin-Elmer
Corporation, a New York corporation ("Perkin-Elmer").
Perkin-Elmer is a manufacturer of biochemical and analytical
instruments and systems. The principal business and offices
of Perkin-Elmer are located at 761 Main Avenue, Norwalk, CT
06859. The name, residence or business address, present
principal occupation or employment and citizenship of each
executive officer or director of Perkin-Elmer are set forth
in Schedule I hereto and incorporated herein by reference.
During the past five years, neither Perkin-Elmer nor,
to the knowledge of Perkin-Elmer, any of the persons listed
on Schedule I, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of October 27, 1995, Perkin-Elmer was the holder of
115,390 shares of Series B Cumulative, Participating
Convertible Preferred Shares of ETEC (the "Preferred
Shares"). Pursuant to the Sixth Amended and Restated
Articles of Incorporation of ETEC, the Preferred Shares, at
the option of ETEC, became convertible into Common Shares
upon the consummation of ETEC's sale of Common Shares in a
public offering. On October 27, 1995, ETEC completed an
initial public offering of its Common Shares. On November
8, 1995, Perkin-Elmer received a written notice from ETEC
dated November 3, 1995, stating that ETEC had exercised its
option to convert the Preferred Shares to Common Shares
effective October 27, 1995, the consummation date of ETEC's
initial public offering of Common Shares.
Item 4. Purpose of Transaction.
The Common Shares were obtained upon conversion of the
Preferred Shares, and the Common Shares are being held for
investment. Perkin-Elmer reserves the right in its sole
discretion to increase or decrease the number of Common
Shares it holds.
Page 3 of 10
<PAGE>
Neither Perkin-Elmer nor, to the knowledge of Perkin-
Elmer, any of the persons listed on Schedule I hereto, has
any present plans or intentions which would result in or
relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D. Perkin-Elmer,
however, expects to evaluate on an ongoing basis ETEC's
financial condition, business, operations and prospects and
Perkin-Elmer's interest in, and intentions with respect to,
ETEC. Accordingly, Perkin-Elmer reserves the right to
change its plans and intentions at any time, as it deems
appropriate.
Item 5. Interest in Securities of the Issuer.
(a) Perkin-Elmer owns 1,494,534 or 8.0% of the
Common Shares
(b) Shares that Perkin-Elmer has sole power to
vote or to direct the vote: 1,494,534
Shares that Perkin-Elmer has shared power
to vote or to direct the vote: -0-
Shares that Perkin-Elmer has sole power to
dispose of or to direct the disposition: 1,494,534
Shares that Perkin-Elmer has the shared
power to dispose of or direct the -0-
disposition:
(c) Neither Perkin-Elmer nor, to the knowledge
of Perkin-Elmer, any of the persons listed
on Schedule I hereto, has been party to any
transaction in the Common Shares during the
sixty day period ending on the date of this
Statement on Schedule 13D other than the sale
of 872,437 shares of ETEC Systems, Inc. Common
Shares at $20.00/share on June 28, 1996.
(d) No other person has the right to receive or
the power to direct the receipt of
dividends from, or the proceeds of the sale
of, any Common Shares beneficially owned by
Perkin-Elmer.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Perkin-Elmer and ETEC are parties to a Shareholders
Agreement dated as of March 16, 1990, as amended, which
provides for (i) demand registration rights if certain other
shareholders consent and (ii) the right to require ETEC to
include Perkin-Elmer's Common Shares in any other
registration of ETEC Common Shares. Both types of
registration rights are subject to volume limitations based
upon ETEC's right to include its Common Shares in any such
registration.
There is a further volume limitation on the number of
shares Perkin-Elmer may include in the next public offering
of ETEC Common Shares, and Perkin-Elmer is further
restricted from disposing of any Common Shares until January
20, 1997.
Page 4 of 10
<PAGE>
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 10
<PAGE>
SIGNATURE
After reasonable 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.
Dated: July 3, 1996
THE PERKIN-ELMER CORPORATION
By:/s/ Stephen O. Jaeger
Stephen O. Jaeger
Vice President,
Chief Financial Officer and Treasurer
Page 6 of 10
<PAGE>
SCHEDULE I
The following table sets forth the name, residence or
business address, present principal occupation or employment
of each of the executive officers and directors of Perkin-Elmer.
Unless otherwise indicated, the address of each person listed
below is the business address of Perkin-Elmer, 761 Main Avenue,
Norwalk, Connecticut 06859, and, unless otherwise indicated, each
person listed below is a citizen of the United States of America.
Directors
Mr. Joseph F. Abely, Jr.
Retired Chairman and
Chief Executive Officer
Sea-Land Corporation
1210 Corbin Street
Elizabeth, New Jersey 07207
Mr. Richard H. Ayers
Chairman and Chief Executive Officer
The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053
Jean-Luc Belingard
Director General
F. Hoffmann-La Roche, Ltd.
Roche Diagnostics Systems
Postfach - Grenzacherstrasse 124
4002 Basel, Switzerland
Mr. Belingard is a French citizen.
Dr. Robert H. Hayes
Professor
Harvard Business School
Morgan Hall T-35
Boston, Massachusetts 02163
Mr. Donald R. Melville
Retired Chairman and Chief Executive Officer
Norton Company
4 Paul Revere Road
Worcester, Massachusetts 01609
Page 7 of 10
<PAGE>
Mr. Burnell R. Roberts
Chairman
Sweetheart Holding Inc.
2340 Kettering Tower
Dayton, Ohio 45423
Mr. John R. Scott
Retired Chairman of the Board
Richardson-Vicks, Inc.
1191 Smith Ridge Road
New Canaan, Connecticut 06840
Dr. Carolyn W. Slayman
Deputy Dean for Academic and Scientific Affairs
Yale University School of Medicine
Department of Genetics, I-310 SHM
333 Cedar Street
New Haven, Connecticut 06520
Mr. Georges C. St. Laurent, Jr.
Chief Executive Officer
Western Bank
12655 S.W. Center Street, Suite 500
Beaverton, OR 97005
Mr. Orin R. Smith
Chairman and Chief Executive Officer
Engelhard Corporation
101 Wood Avenue
Iselin, New Jersey 08830-0770
Mr. Richard F. Tucker
Retired Vice Chairman
Mobil Corporation
11 Over Rock Lane
Westport, Connecticut 06880
Mr. Tony L. White
Chairman, President and
Chief Executive Officer
The Perkin-Elmer Corporation
Page 8 of 10
<PAGE>
Executive Officers
Mr. Manuel A. Baez
Senior Vice President and President,
Analytical Instruments
The Perkin-Elmer Corporation
Dr. Peter Barrett
Vice President
The Perkin-Elmer Corporation
Dr. David P. Binkley
Vice President
The Perkin-Elmer Corporation
Dr. Michael W. Hunkapiller
Vice President
The Perkin-Elmer Corporation
Applied Biosystems Division
850 Lincoln Centre Drive
Foster City, California 94404
Mr. Stephen O. Jaeger
Vice President, Chief Financial Officer, and Treasurer
The Perkin-Elmer Corporation
Mr. Joseph E. Malandrakis
Vice President
The Perkin-Elmer Corporation
Mr. John B. McBennett
Corporate Controller
The Perkin-Elmer Corporation
Mr. Michael J. McPartland
Vice President
The Perkin-Elmer Corporation
Dr. Mark C. Rogers
Senior Vice President, Corporate Development
and Chief Technology Officer
The Perkin-Elmer Corporation
Page 9 of 10
<PAGE>
Mr. William B. Sawch
Vice President, General Counsel
and Secretary
The Perkin-Elmer Corporation
Mr. Tony L. White
Chairman, President and
Chief Executive Officer
The Perkin-Elmer Corporation
Page 10 of 10
