Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) or The Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): April 25, 1997
CFM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-27498 23-2298698
(State of other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of incorporation)
1336 Enterprise Drive
West Chester, Pennsylvania 19380
(Address of principal executive offices) (Zip Code)
(610) 696-8300
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On April 25, 1997, the Registrant announced the
adoption of a shareholders rights plan, providing for a dividend
distribution of one right for each share of the Registrant's
common stock to holders as of the close of business on May 9,
1997. The rights will become exercisable only in the event, with
certain exceptions, an acquiring party accumulates, or announces
an offer to acquire, 20% or more of the Registrant's common
stock. The rights will expire on April 24, 2007. Each right
will entitle the holder to buy one one-hundredth of a share of a
new series of preferred stock at a price of $180. In addition,
upon the occurrence of certain events, holders of the rights will
be entitled to purchase either the Registrant's common stock or
shares in an "acquiring entity" at half of market value. The
Registrant will generally be entitled to redeem the rights at
$.001 per right at any time until the tenth day following the
acquisition of 20% of its common stock.
The foregoing description of the shareholder rights
plan is qualified by reference to the Rights Agreement, dated
April 24, 1997, between the Registrant and American Stock
Transfer and Trust Company, as Rights Agent, a copy of which is
being filed by the Registrant as an exhibit to its Registration
Statement on Form 8-A.
Item 7. Financial Statements, Pro Forma Financial Information
Exhibits
(c) Exhibits.
99.1 Press Release, dated April 24, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this current report
on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
CFM TECHNOLOGIES, INC.
By:/s/ Lorin J. Randall
Date: April 25, 1997 Lorin J. Randall
Vice President - Finance,
Secretary & Treasurer
EXHIBIT INDEX
Number Exhibit
99.1 Press Release, dated April 25, 1997
FOR: CFM Technologies, Inc.
1381 Enterprise Drive
West Chester, PA 19380
610-696-8300
CONTACT: Jeff Randall
Chief Financial Officer
610-696-8300 EXT.283
Michele Katz/Jessica Davis/
Elizabeth Marshall
Morgen-Walke Associates
Press: Lee Foley
212-850-5600
CFM TECHNOLOGIES, INC.
ADOPTS SHAREHOLDER RIGHTS PLAN
West Chester, PA -- April 25, 1997 -- CFM Techologies, Inc.
(Nasdq:CFMT) announced that its Board of Directors adopted
a Shareholder Rights Plan designed to protect the Company's
shareholders in the event of an attempt to acquire control of the
Company on terms which do not deal fairly with all of the
Company's shareholders. Terms of the Rights Plan provide for a
dividend distribution of one right for each share of common stock
of CFM Technologies, Inc. to holders of record at the close of
business on May 9, 1997. The rights will become exercisable only
in the event, with certain exceptions, an acquiring party
accumulates, or announces an offer to acquire, 20% or more of
CFM's common stock. The Rights will expire on April 24, 2007.
Each right will entitle the holder to buy one one-hundredth of a
share of a new series of preferred stock at a price of $180. In
addition, upon the occurrence of certain events, holders of the
rights will be entitled to purchase either CFM stock or shares in
an "acquiring entity" at half of market value. CFM will
generally be entitled to redeem the Rights at $.001 per right at
any time until the tenth day following the acquisition of 20% of
its common stock.
Commenting on the Rights Plan, Roger A. Carolin, President and
CEO, said that the Board of Directors believes that the Rights
Plan represents a sound and reasonable means of safeguarding the
interests of shareholders. Mr. Carolin said the plan is similar
to those adopted by a number of other companies following
favorable rulings by courts in various jurisdictions. Further,
Mr. Carolin noted that CFM is not aware of any intent on the part
of any potential acquirer to commence a bid for control of the
Company. Issuance of the Rights will have no dilutive effect,
will not affect reported earnings per share, and will not change
the way in which CFM's shares of Common Stock are currently
traded. Details of the new Rights Plan will be outlined in a
letter to be mailed to shareholders following the record date for
the rights dividend.
CFM Technologies, Inc. is a leading manufacturer of advanced
cleaning equipment for the semiconductor and flat panel display
industries. Its systems provide superior contamination control
and processing capabilities using a totally enclosed processing
chamber. Watermarks and other drying defects are eliminated
through CFM's Direct-DisplaceTM IPA vapor drying technology. CFM
historically has invested in technical innovations to lower cost
of ownership for advanced wet processing systems.
