SECURITIES AND EXCHANGE COMMISSION

FORM 8-K/ A

CURRENT REPORT

Date of Report (Date of earliest event reported) October 20, 1999

FSI International, Inc.

Registrant’s telephone number, including area code (612) 448-5440

Item 2.  Acquisition or Disposition of Assets

      On October 20, 1999, the Registrant acquired YieldUP International Corporation, a Delaware corporation (“YieldUP”), through a merger of YieldUP with and into a wholly owned subsidiary of the Registrant (the “Merger”). Pursuant to the Merger, YieldUP became a wholly owned subsidiary of the Registrant. Following the Merger, the Registrant intends to continue YieldUP’s business of developing, manufacturing, and marketing immersion cleaning, rinsing, and drying equipment used during several steps in the manufacturing process for semiconductors.

      In connection with the Merger, which will be accounted for as a purchase, the Registrant issued 1,303,386 shares of its common stock and paid cash of $6,082,745 in exchange for all outstanding shares of YieldUP common stock and Class A common stock, based on an exchange ratio of 0.1567 shares of Registrant common stock and $0.7313 for each share of YieldUP. The Registrant also assumed options covering 209,278 shares of the Registrant’s common stock in substitution for previously outstanding options to acquire shares of YieldUP’s common stock.

      As of August 30, 1999, there were outstanding Series B warrants to purchase 4,155,421 shares of YieldUP common stock at an exercise price of $11.00 per share and additional warrants to purchase 2,439 shares at an exercise price of $10.25 per share. Following the Merger, each outstanding warrant to purchase YieldUP common stock became a warrant to acquire, on substantially the same terms, the amount of whole shares of FSI common stock and cash that the warrant holder would have received if the holder had exercised the warrant immediately before the Merger. For the $11.00 Series B warrants, the market price of the Registrant’s common stock would have to exceed $65.50 per share before the value of the cash and shares of common stock received upon exercise would exceed the warrant exercise price. The warrants expire November 2000 and will not be exercisable after that time.

      Additional information regarding the terms of the Merger are included in the Agreement and Plan of Reorganization and the Press Release of the Registrant, which are incorporated herein by reference and previously filed.*

Item 7.  Financial Statements and Exhibits

      (a)  Financial Statements of YieldUP

      The following financial statements of YieldUP (Commission file no. 0-27104) for the fiscal year ended December 31, 1998, as previously filed.*

	Independent Auditors’ Report
	Balance Sheet
	Statements of Operations
	Statements of Redeemable Series A Preferred Stock and Stockholders’ Equity
	Statements of Cash Flows
	Notes to Financial Statements

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      The following financial statements of YieldUP for the period ended June 30, 1999 as previously filed.*

	Condensed Balance Sheet (unaudited)
	Condensed Statements of Operations (unaudited)
	Condensed Statements of Cash Flows (unaudited)
	Notes to Financial Statements (unaudited)

      (b)  Pro Forma Financial Information of the Registrant and YieldUP

      The following unaudited Pro Forma Financial Information of the Registrant and YieldUP as of and for the fiscal year ended August 28, 1999 is attached as Exhibit 99.1

      Unaudited Pro Forma Combined Balance Sheet

      Unaudited Pro Forma Combined Statement of Operations

      Notes to Unaudited Pro Forma Combined Financial Statements

      (c)  Exhibits

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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.

	By	/s/ PATRICIA M. HOLLISTER

	Patricia M. Hollister
	Chief Financial Officer and Corporate Controller

Date: December 15, 1999

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Exhibit Index

Exhibit

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