SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 26, 2000
GENUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 0-17139 94-2790804
(STATE OR OTHER JURISDICTION OF [COMMISSION FILE NUMBER] (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) ID NUMBER)
1139 KARLSTAD DRIVE
SUNNYVALE, CA 94089
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(408) 747-7120
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<PAGE>
ITEM 5. OTHER EVENTS
On September 26, 2000, Genus, Inc. issued a press release announcing that
the Board of Directors of Genus, Inc. had approved the adoption of a Preferred
Stock Rights Agreement. The press release is attached as Exhibit 99.2 to this
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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99.2 Genus, Inc. Press Release issued September 26, 2000.
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.
GENUS, INC.
(Registrant)
Date: September 26, 2000
By: /s/ Kenneth Schwanda
----------------------
Kenneth Schwanda
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.2 Genus, Inc. Press Release, issued September 26, 2000
<PAGE>
COMPANY CONTACT: EDITORIAL CONTACT:
Debra Scott Steve Farnsworth
Genus, Inc. Positio
Tel: (408) 747-7120 Ext. 1407 Tel: (650) 815-1006 Ext.103
Fax: (408) 747-7199 Fax: (650) 815-1095
FOR IMMEDIATE RELEASE:
GENUS ADOPTS AMENDED SHAREHOLDERS' RIGHTS PLAN
SUNNYVALE, Calif., September 26, 2000 -- Genus, Inc. (Nasdaq: GGNS) announced
today that its board of directors has updated its previous Common Shares
Purchase Rights Plan with a Preferred Shares Purchase Rights Plan. As with the
original plan, the amended plan is designed to protect Genus shareholders from
coercive or unfair takeover tactics in the event of an unsolicited attempt to
form a business combination. The plan is similar to plans adopted by many public
companies. Genus management added that it is not aware of any takeover
proposals at this time.
Under the plan, Genus will issue a dividend of one right for each share of
common stock of Genus held by shareholders of record as of the close of business
on October 13, 2000. These rights will initially trade with shares of Genus
Common Stock and will not be immediately exercisable.
The rights will become exercisable ten business days after a person or group
announces acquisition of 15% or more of Genus' outstanding Common Stock or ten
business days after the commencement of a tender offer that would result in
ownership of 15% or more of Genus' Common Stock, if such action is taken without
the approval of the board of directors of Genus. If exercised, the rights would
significantly dilute the Genus holdings of the would-be acquiror by allowing all
shareholders, except the acquiror, to purchase shares of Genus at a price equal
to one-half of the then-current trading price. The terms of the rights
agreement may be amended by the board of directors at any time prior to the date
on which the rights become exercisable. Further details of the plan will be
mailed to stockholders following the record date.
# # #
AboutGenus
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Founded in 1982, Genus, Inc., designs, manufactures and markets capital
equipment and deposition processes for advanced semiconductor manufacturing.
The company's thin film deposition products are used worldwide to produce
integrated circuits for the data processing, communications, medical, military,
transportation and consumer electronics industries. Genus' customers include
semiconductor manufacturers located throughout the United States, Europe and the
Pacific Rim including Korea, Japan and Taiwan. Genus is headquartered in
Sunnyvale, California. For additional company, product and financial
information, visit Genus' web site at www.genus.com.
