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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 25, 2000
NOVELLUS SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA
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(State or Other Jurisdiction of Incorporation)
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<S> <C>
77-0024666
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Commission File Number) (I.R.S. Employer Identification No.)
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4000 North First Street, San Jose, California 95134
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(Address of Principal Executive Offices) (Zip Code)
(408) 943-9700
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN REPORT
ITEM 5. OTHER EVENTS.
On October 25, 2000, Novellus Systems, Inc. ("Novellus") entered into an
Agreement and Plan of Reorganization (the "Merger Agreement") with Neptune
Acquisition-Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of
Novellus, and GaSonics International Corporation, a Delaware corporation
("GaSonics"). Novellus attaches hereto and files herewith as Exhibit 2.1 the
Merger Agreement. If the merger is completed, GaSonics will become a
wholly-owned subsidiary of Novellus, and each outstanding share of GaSonics
common stock will be converted into the right to receive 0.52 of a share of
Novellus common stock.
The Merger Agreement provides for a fixed exchange ratio and there are no
closing conditions or termination provisions based upon the publicly traded
stock prices of GaSonics or Novellus.
ITEM 7: EXHIBITS
The following exhibits are being filed with this Current Report on Form 8-K:
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Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization
by and among Novellus, Neptune
Acquisition-Sub, Inc. and GaSonics.
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Pursuant to Item 601(b)(2) of Regulation S-K, the following exhibits and
schedules to the Merger Agreement have been omitted. Such exhibits will be
submitted to the Securities and Exchange Commission upon request.
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Exhibit/
Schedule Name
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Exhibit A Form of Certificate of Merger
Exhibit B-1 Form of Company Affiliates Agreement
Exhibit B-2 Form of Parent Affiliates Agreement
Exhibit C Form of Stockholder Voting Agreement
Exhibit D Confidentiality Agreement
Exhibit E Form of FIRPTA Notice
Exhibit F Form of IRS Notice
Exhibit G-1 Form of Certificate of Officer of
Company
Exhibit G-2 Form of Certificate of Officer of Parent
GaSonics Disclosure The disclosure schedule of GaSonics
Schedule delivered to Novellus, which contains
certain factual matters as exceptions to
the contractual representations of
GaSonics in the Merger Agreement.
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SIGNATURES
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.
NOVELLUS SYSTEMS, INC.
(the Registrant)
By: /s/ Richard Hill
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Richard Hill
President
Dated: November 1, 2000
