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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): May 22, 1997
FSI INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 0-17276 41-1223238
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.
322 LAKE HAZELTINE DRIVE, CHASKA, MINNESOTA 55318
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(Address of principal executive offices) (Zip Code)
(612) 448-8008
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(Registrant's telephone number)
Exhibit Index located at page 7
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Item 5. Other Events.
On May 22, 1997, the Board of Directors of FSI International, Inc.
(the "Company"), declared a dividend of one preferred share purchase right (a
"Right") for each outstanding Common Share (the "Common Shares"), no par value,
of the Company. The dividend is payable on June 10, 1997 (the "Record Date") to
shareholders of record on that date.
Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a Series A Junior Participating Preferred Share, no
par value (the "Preferred Shares") of the Company at a price of $90 per one
one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of May 22, 1997, between the
Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent").
Initially, the Rights will attach to all certificates
representing Common Shares then outstanding and no separate Right Certificates
will be distributed. The Rights will separate from the Common Shares and a
Distribution Date for the Rights will occur upon the earlier of:
(i) the close of business on the fifteenth day following a
public announcement that a person or group of affiliated or associated persons
has become an "Acquiring Person" (i.e., has become, subject to certain
exceptions, the beneficial owner of 15% or more of the outstanding Common
Shares), or
(ii) the close of business on the fifteenth day following
the commencement or public announcement of a tender offer or exchange offer the
consummation of which would result in a person or group of affiliated or
associated persons becoming, subject to certain exceptions, the beneficial owner
of 15% or more of the outstanding Common Shares (or such later date as may be
determined by the Board of Directors of the Company prior to a person or group
of affiliated or associated persons becoming an Acquiring Person).
Until the Distribution Date,
(i) the Rights will be evidenced by the Common Share
certificates and will be transferred with and only with the Common Shares,
(ii) new Common Share certificates issued after the Record
Date upon transfer or new issuance of the Common Shares will contain a notation
incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any Common Share
certificate, even without such notation or a copy of this Summary of Rights
attached thereto, will also constitute the transfer of the Rights associated
with the Common Shares represented by such certificate.
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As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on June 10, 2007, unless extended or earlier redeemed or
exchanged by the Company as described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution:
(i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares,
(ii) upon the grant to holders of the Preferred Shares of
certain rights, options or warrants to subscribe for or purchase Preferred
Shares or convertible securities at less than the then current market price of
the Preferred Shares, or
(iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preferred Shares) or of subscription rights or
warrants (other than those described in clause (ii) hereof).
The number of Preferred Shares issuable upon the exercise of a Right is also
subject to adjustment in the event of a dividend on Common Shares payable in
Common Shares, or a subdivision, combination or consolidation of the Common
Shares.
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. No fractional Preferred Shares will be issued (other than
fractional shares which are integral multiples of one one-hundredth (subject to
adjustment) of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) if in lieu thereof a payment in cash is made
based on the closing price (pro-rated for the fraction) of the Preferred Shares
on the last trading date prior to the date of exercise.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person (unless such person first becomes an
Acquiring Person pursuant to a tender offer or exchange offer for all
outstanding Common Shares at a price and on terms determined by the Board of
Directors of the Company (prior to any change in control of the Board of
Directors) to be fair to the shareholders and otherwise in the best interests of
the
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Company and its shareholders and which the Board of Directors recommends to the
shareholders), proper provision shall be made so that each holder of a Right,
other than Rights that are or were beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive upon
exercise thereof at the then current exercise price of the Right that number of
Common Shares having a market value of two times the exercise price of the
Right, subject to certain possible adjustments.
In the event that, after the Distribution Date or within 15 days
prior thereto, the Company is acquired in certain mergers or other business
combination transactions (other than a transaction for at least the same
per-share consideration with a person who acquired Common Shares through a
tender offer or exchange offer for all outstanding Common Shares approved by the
Board of Directors in accordance with the preceding paragraph or any wholly
owned subsidiary of any such person) or 50% or more of the assets or earning
power of the Company and its subsidiaries (taken as a whole) are sold after the
Distribution Date or within 15 days prior thereto in one or a series of related
transactions, each holder of a Right (other than Rights which have become void
under the terms of the Rights Agreement) will thereafter have the right to
receive, upon exercise thereof at the then current exercise price of the Right,
that number of common shares of the acquiring company (or, in certain cases, one
of its affiliates) having a market value of two times the exercise price of the
Right.
In certain events specified in the Rights Agreement, the Company
is permitted to temporarily suspend the exercisability of the Rights.
At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person (subject to certain exceptions) and prior to
the acquisition by a person or group of affiliated or associated persons of 50%
or more of the outstanding Common Shares, the Board of Directors of the Company
may exchange all or part of the Rights (other than Rights which have become void
under the terms of the Rights Agreement) for Common Shares or equivalent
securities at an exchange ratio per Right equal to the result obtained by
dividing the exercise price of a Right by the current per share market price of
the Common Shares, subject to adjustment.
At any time prior to the close of business on the twentieth day
after a public announcement that a person or group of affiliated or associated
persons has become an Acquiring Person, the Board of Directors of the Company
may redeem the Rights in whole, but not in part, at a price of $.001 per Right,
subject to adjustment (the "Redemption Price"), payable in cash; provided,
however, that such redemption may occur after any person becomes an Acquiring
Person only if there has not been a change in control of the Board of Directors
of the Company. The period of time during which the Rights may be redeemed may
be extended by the Board of Directors of the Company if no such change of
control has occurred or if no person has become an Acquiring Person. The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. The Board of Directors and the Company shall not have any liability
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to any person as a result of the redemption or exchange of the Rights pursuant
to the provisions of the Rights Agreement. The Rights are not exercisable for
Common Shares or Preferred Shares, and the Distribution Date shall not occur,
until the Company's right to redeem the Rights shall have expired.
The terms of the Rights may be amended by the Board of Directors
of the Company, subject to certain limitations after the Distribution Date,
without the consent of the holders of the Rights, including an amendment prior
to the date a person or group of affiliated or associated persons becomes an
Acquiring Person to lower the 15% threshold for exercisability of the Rights to
not less than the greater of (i) the sum of .001% and the largest percentage of
the outstanding Common Shares then known by the Company to be beneficially owned
by any person or group of affiliated or associated persons (subject to certain
exceptions) or (ii) 10%.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
June 5, 1997. A copy of the Rights Agreement is available free of charge from
the Company by contacting the Chief Financial Officer at FSI International,
Inc., 322 Lake Hazeltine Drive, Chaska, Minnesota 55318-1096. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is hereby incorporated
herein by reference.
Item 7. Exhibits.
4.1 Form of Rights Agreement, dated as of May 22, 1997 between FSI
International, Inc. and Harris Trust and Savings Bank, National
Association, as Rights Agent.*
99.1 Press Release dated May 22, 1997.
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* Incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated June 5, 1997.
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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, thereunto duly authorized.
FSI INTERNATIONAL, INC.
Date: June 5, 1997 By: Benno G. Sand
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Its: Executive Vice President and
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
4.1 Form of Rights Agreement, dated as of May 22, 1997 between FSI
International, Inc. and Harris Trust and Savings Bank.*
99.1 Press Release dated May 22, 1997.
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* Incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A, dated June 5, 1997.
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EXHIBIT 99.1
[FSI INTERNATIONAL, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE
FSI INTERNATIONAL, INC. ADOPTS SHARE RIGHTS PLAN
MINNEAPOLIS (May 22, 1997) -- The Board of Directors of FSI International,
Inc. (Nasdaq: FSII), a manufacturer of capital equipment for the
microelectronics industry, today announced it has adopted a Share Rights Plan.
Under the Plan, the Board of Directors has declared a dividend
distribution of one Preferred Share Purchase Right on each outstanding share of
FSI's Common Stock held by shareholders of record as of the close of business
on June 10, 1997. The Rights will expire on June 10, 2007.
The Share Rights Plan is intended to increase the likelihood that the
Company's shareholders will realize the long-term value of their investment,
and that all shareholders will receive fair and equal treatment in the event of
a takeover attempt of the Company. The Rights Plan was not adopted in response
to any current takeover approaches or similar development.
The Rights will generally become exercisable after any person or group
acquires beneficial ownership of 15 percent or more of the Company's Common
Stock or announces a tender or exchange offer that would result in that person
or group beneficially owning 15 percent or more of the Company's Common Stock.
Each Right will entitle shareholders to
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buy one-hundredth of a share of a newly created series of preferred stock at an
exercise price of $90 (subject to adjustment) upon certain events.
If any person or group becomes owner of 15 percent or more of the
Company's Common Stock, each Right will entitle its holder (other than such
person or member of such group) to purchase, at the Right's then-current
exercise price, shares of the Company's Common Stock having a value of twice
the Rights then-current exercise price (subject to possible adjustments).
In addition, if the Company is acquired in a merger or other business
combination transaction, or sells 50 percent or more of its assets or earnings
power, each Right will generally entitle its holder to purchase, at the Right's
then-current price, common shares of the acquiring company having a market
value of twice the Right's then-current exercise price.
In certain circumstances, the Company may exchange the Rights for shares
of its Common Stock, delay or temporarily suspend the exercisability of the
Rights or reduce the 15 percent stock ownership threshold to not less than 10
percent.
At the option of the Board of Directors, the Company may redeem the Rights
at $.001 per Right at any time prior to the public announcement that a 15
percent or more position has been acquired and, unless there has been a change
in control of the Board, during the 20 day period thereafter (subject to
possible extension).
Further details of the Share Rights Plan will be outlined in a letter that
will be mailed to all shareholders of record as of June 10, 1997.
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SAFE HARBOR: Certain statements contained above are forward-looking
statements that involve risks and uncertainties, such as those relating to
distribution of dividends and operation of the Share Rights Plan. These risks
include the risk that future action or inaction by the Board with respect to
the Share Rights Plan, including any future decision relating to redemption of
the Rights or amendments of the terms of the Rights, could become the subject
of litigation and other risks detailed from time to time in the Company's SEC
reports, including the Company's Annual Report on Form 10-K and in other
documents recently filed by the Company with the Securities and Exchange
Commission.
FSI International, Inc. is a leading global supplier of processing
equipment used at key production steps to manufacture microelectronics,
including semiconductor devices, thin film heads, flat panel displays and
multi-chip modules. The Company develops, manufacturers, markets and supports
products used in the technology areas of microlithography, surface conditioning
and chemical management. FSI International's customers include
microelectronics manufacturers located throughout North America, Europe, Japan
and the Asia-Pacific region.
Additional information on FSI International can be obtained by accessing
its homepage at http://www.fsi-intl.com.
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