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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
SUBMICRON SYSTEMS CORPORATION
(Name of Issuer)
(AMENDMENT NO. 2)
SUBMICRON SYSTEMS CORPORATION
(Name of Person(s) Filing Statement)
9% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 15, 1997
WARRANTS TO PURCHASE COMMON STOCK
(Title of Class of Securities)
NOT APPLICABLE
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(CUSIP Number of Class of Securities)
MR. DAVID F. LEVY
PRESIDENT
SUBMICRON SYSTEMS CORPORATION
6620 GRANT WAY
ALLENTOWN, PA 18106
(610) 391-9200
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of Person(s) Filing Statement)
COPY TO:
RICHARD J. BUSIS, ESQUIRE
COZEN AND O'CONNOR
1900 MARKET STREET
PHILADELPHIA, PA 19103
(215) 665-2000
JULY 8, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$21,161,250 $4,233**
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* For purpose of calculation of a filing fee only. The amount
of the filing fee equals 1/50 of 1% of the value of the securities to be
exchanged. There is no public market for the securities to be exchanged.
Accordingly, the transaction value is based upon the market value of the
Common Stock offered in exchange therefor, based on the closing price of the
Common Stock on the Nasdaq National Market as of July 3, 1996.
** Paid with initial filing on July 8, 1996.
/ /Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
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Amount previously paid: N/A Filing party: N/A
Form or registration No.: N/A Date filed: N/A
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SubMicron Systems Corporation hereby amends and supplements its
Statement on Schedule 13E-4 filed with the Securities and Exchange Commission
on July 8, 1996. The Exchange Offer has been extended until 5:00 p.m., New
York City time, on September 6, 1996. All other terms and conditions contained
in the Exchange Offer remain unchanged. Exhibits (a)(8) (Press Release dated
August 26, 1996) and (a)(9) (Form of Letter to Holders of Notes and Warrants),
each reflecting the extension of the expiration date of the Exchange Offer, are
included herewith.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
*(a)(1) Offering Circular dated July 8, 1996, as amended.
*(a)(2) Form of Letter of Transmittal dated July 8, 1996.
*(a)(3) Form of Notice of Guaranteed Delivery dated July 8, 1996.
*(a)(4) Form of Letter to Holders of Notes and Warrants from the President
of the Company.
*(a)(5) Press Release dated July 8, 1996.
*(a)(6) Press Release dated August 5, 1996.
*(a)(7) Form of Letter to Holders of Notes and Warrants dated August 5,
1996.
(a)(8) Press Release dated August 26, 1996.
(a)(9) Form of Letter to Holders of Notes and Warrants dated August 26,
1996.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously filed
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
SUBMICRON SYSTEMS CORPORATION
Dated: August 26, 1996
By: /s/ R.G. Holmes
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R.G. Holmes
Chief Financial Officer
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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(a)(8) Press Release dated August 26, 1996..................................
(a)(9) Form of Letter to Holders and Warrants dated August 26, 1996.........
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EXHIBIT (a)(8)
SUBMICRON SYSTEMS CORPORATION EXTENDS UNTIL SEPTEMBER 6, 1996 OFFERING TO
EXCHANGE SHARES OF ITS COMMON STOCK FOR PRIVATELY PLACED NOTES AND WARRANTS
ALLENTOWN, PA--(BUSINESS WIRE)--August 26, 1996--SubMicron Systems Corporation
(Nasdaq.SUBM) today announced that is has extended until 5:00 p.m., New York
City time, on September 6, 1996 its offer to exchange 135 shares of its Common
Stock for each Unit consisting of $1000 principal amount of its 9% Convertible
Subordinated Notes due 1997 and Warrants to purchase 60 shares of its Common
Stock at $14 per share. All other terms and conditions of the Exchange Offer
remain unaffected.
SubMicron Systems Corporation is a leading supplier of advanced wafer
processing equipment to the semiconductor and other related industries. The
Company has world-wide operations consisting of SubMicron Systems, Inc., a
manufacturer of automated wafer cleaning, etching and stripping systems,
Universal Plastics, offering manual and semi-automatic wet chemical processing
stations and parts cleaning systems, Systems Chemistry Incorporated, focusing
on bulk chemical distribution, management and recovery systems, and Imtec
Acculine, Inc., a provider of chemical process vessels and thermal control of
process chemicals to the equipment segment of the semiconductor industry.
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EXHIBIT (a)(9)
[SUBMICRON SYSTEMS CORPORATION LOGO]
August 26, 1996
To: Holders of 9% Convertible Subordinated Notes due 1997 and Warrants to
Purchase Shares of SubMicron Systems Corporation Common Stock
Ladies and Gentlemen:
You have previously been notified pursuant to the terms of an Offering Circular
dated July 8, 1996 and related Letter of Transmittal that SubMicron Systems
Corporation (the "Company") is offering you the opportunity to exchange 135
shares of the Company's Common Stock for each Unit you hold of $1,000 principal
amount of the Company's 9% Convertible Subordinated Notes due 1997 and Warrants
to purchase 60 shares of the Company's Common Stock.
Please be advised that the Company has extended the expiration date of the
Exchange Offer until 5:00 p.m., New York City time, on September 6, 1996. The
Exchange Offer will expire at such time, unless extended, and remains subject
to the same terms and conditions as set forth in the Offering Circular and
Letter of Transmittal.
Very truly yours,
/s/
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David F. Levy
President and
Chief Executive Officer
