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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 3, 2000
SubMicron Systems Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-19507 13-3607944
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6330 Hedgewood Drive, #150 Allentown, Pennsylvania 18106
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 391-9200
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
As previously reported in the Current Reports on Form 8-K
dated September 1, 1999 and October 15, 1999, SubMicron Systems Corporation (the
"Company") filed its voluntary Petition under Chapter 11 of the Federal
Bankruptcy Code on September 1, 1999 and consummated the sale of substantially
all of its assets pursuant to Bankruptcy Court Order in October 1999. On May 3,
2000, the United States District Court for the District of Delaware confirmed
the Company's Liquidating Chapter 11 Plan (the "Plan"). The effective date of
the Plan is May 16, 2000, at which time all remaining assets will be transferred
to a Plan Administrator to be designated by the Official Committee of Unsecured
Creditors. In accordance with the Plan, all shares of the Company's stock will
be cancelled on the effective date.
A copy of the Confirmation Order is attached to this Current
Report on Form 8-K as Exhibit 99.1. A copy of the press release dated May 4,
2000 relating to the confirmation of the Plan by the Court is attached to this
Current Report on Form 8-K as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Order Confirming Debtors' First Amended Plan of
Liquidation, as modified, entered by the Court on May
3, 2000.
99.2 Press Release of SubMicron Systems Corporation dated
May 4, 2000.
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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.
Dated: May 4, 2000 SUBMICRON SYSTEMS CORPORATION
By: /s/ Robert P. Tetu
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Name: Robert P. Tetu
Title: Chief Operating Officer
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: : Chapter 11
:
SUBMICRON SYSTEMS : Case Nos. 99-2959
CORPORATION, et al., : through 99-2962 (SLR)
:
Debtors. : (Jointly Administered)
ORDER CONFIRMING DEBTORS' FIRST
AMENDED PLAN OF LIQUIDATION, AS MODIFIED
SubMicron Systems Corporation, SubMicron Systems, Inc., SubMicron Wet
Process Stations, Inc. and SubMicron Systems Holding I, Inc. (collectively, the
"Debtors " or "Debtors-in-Possession"), having proposed and filed their First
Amended Plan of Liquidation, as Modified, dated February 29, 2000, under Chapter
11 of Title 11 of the United States Code, 11 U.S.C. Section 101 et seq.
(hereafter, the "Plan"), and the Debtors having disseminated the Plan and the
First Amended Disclosure Statement and voting materials to the holders of claims
against the Debtors and the Office of the United States Trustee, pursuant to
this Court's Order approving the First Amended Disclosure Statement; and the
confirmation hearing having been held before this Court on May 3, 2000 and the
appearance of all interested parties having been noted on the record; and the
Court having considered any and all objections to the confirmation of the Plan;
and all objections to confirmation having been withdrawn or overruled or
otherwise resolved; and upon the record of the confirmation hearing and upon all
of the pleadings and proceedings heretofore had in this Chapter 11 case; and
after due deliberation and sufficient cause appearing therefor, the Court hereby
makes the following findings of fact and conclusions of law:
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FINDINGS OF FACT AND CONCLUSIONS OF LAW
1. This Court has jurisdiction over the Debtors, their reorganization
case and this proceeding pursuant to 28 U.S.C. Sections 1334 and 157.
2. In accordance with Sections 1126 and 1129 of the Bankruptcy Code,
the Plan has been duly accepted in writing by each class of creditors who
acceptances are required by law for confirmation of the Plan, with the exception
of Classes 2, 3, 4, 5 and 6 which are unimpaired and Classes 8, 10, 11 and 12
which do not receive or retain any property under the Plan, all of whom are not
entitled to vote on the Plan. In accordance with Sections 1122(a) and 1123(a)(1)
of the Bankruptcy Code, the Plan designates separate classes of claims, each of
which contains only claims that are substantially similar to the other claims
within that class.
3. In accordance with Sections 1123(a)(2), 1123(a)(3) and 1123(a)(4) of
the Bankruptcy Code, the Plan identifies each class that is not impaired, and
the Plan specifies the treatment of each such class that is impaired under the
Plan, and provides the same treatment for each claim within a particular class
unless the holder of a particular claim has agreed to a less favorable treatment
of such claim.
4. In accordance with Section 1123(a)(5) of the Bankruptcy Code, the
Plan provides adequate means for its implementation.
5. In accordance with Section 1123(a)(7) of the Bankruptcy Code, the
Plan contains only provisions that are consistent with the interests of
creditors and with public policy with respect to the manner of selection of
officers and trustees in that the Plan provides for the resignation of the
Debtors' sole officer and director and designation by the Committee of a Plan
Administrator.
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6. In accordance with Section 1123(b)(6) of the Bankruptcy Code, the
Plan includes only provisions which are not inconsistent with applicable
provisions of the Bankruptcy Code.
7. In accordance with Section 1129(a)(1) of the Bankruptcy Code, the
Plan properly identifies the Debtors as the plan proponent and complies with all
applicable provisions of the Bankruptcy Code and applicable law.
8. In accordance with Section 1129(a)(2) of the Bankruptcy Code, the
Debtors have complied with all applicable provisions of the Bankruptcy Code.
9. In accordance with Section 1129(a)(3) of the Bankruptcy Code, the
Plan has been proposed in good faith and not by any means forbidden by law.
10. In accordance with Section 1129(a)(4) of the Bankruptcy Code, any
payment made or promised by the Debtors or by any person acquiring property
under the Plan, for services or for costs and expenses in or in connection with
the Chapter 11 case, or in connection with the Plan and incident to the Chapter
11 case, has been disclosed to the Court and approved by the Court as
reasonable. If any such payment is to a professional retained pursuant to order
of Court for pre-Effective Date services, and such payment is to be fixed after
confirmation of the Plan, such payment is subject to approval of the Court as
reasonable, pursuant to Section 330 and 331 of the Bankruptcy Code.
11. The Debtors have satisfied the requirements of Section 1129(a)(5)
of the Bankruptcy Code in that there will be no directors, officers or voting
trustees of the Debtors, an affiliate of the Debtors participating in the Plan,
or a successor to the Debtors under the Plan and there will be no insider
employed or retained by the Reorganized Debtors.
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12. The Plan does not contain any rate changes subject to the
jurisdiction of any governmental regulatory commission, of which there are none,
thus satisfying Section 1129(a)(6) of the Bankruptcy Code.
13. In accordance with Section 1129(a)(7) of the Bankruptcy Code, with
respect to each impaired class of claims, each holder of a claim in such class
has accepted or is deemed to have accepted the Plan, or will receive or retain
under the Plan on account of such claim, property of a value, as of the
Effective Date of the Plan, that is not less than the amount that such holder
would so receive or retain if the Debtors were liquidated on the Effective Date
under Chapter 7 of the Bankruptcy Code.
14. The Plan, as to Classes 1 and 9, complies with Section 1129(a)(8)
of the Bankruptcy Code since these impaired Classes voted to accept the Plan.(1)
15. In accordance with Section 1129(a)(9) of the Bankruptcy Code,
except to the extent that the holder of a particular claim has agreed to
different treatment of such claim, the Plan provides that:
a. with respect to a claim of a kind specified in Sections
507(a)(1) or 507(a)(2) of the Bankruptcy Code, the holder of such claim will
receive on account of such claim, cash equal to the allowed amount of such claim
on the later of the date such claim is allowed or the Effective Date;
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(1) No creditor cast a ballot in Class 7 (Other Secured Claims). The Debtors do
not believe that there are any Class 7 claims. Accordingly, Class 7 has
neither accepted nor rejected the Plan and is not to be considered in the
confirmation of the Plan.
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b. with respect to a class of claims of a kind specified in
Sections 507(a)(3), 507(a)(4), 507(a)(5), 507(a)(6) or 507(a)(7) of the
Bankruptcy Code, each holder of a claim of such class will receive cash equal to
the allowed amount of such claim on the later of the date such claim is allowed
or the Effective Date; and
c. with respect to a claim of a kind specified in Section 507(a)(8)
of the Bankruptcy Code, the holder of such claim will receive on account of such
claim cash payments, over a period not exceeding six (6) years after the date of
assessment of such claim, of a value, as of the Effective Date of the Plan,
equal to the allowed amount of such claim.
16. In accordance with Section 1129(a)(10) of the Bankruptcy Code, at
least one class of claims that is impaired under the Plan has accepted the Plan
determined without including any acceptance of the Plan by any insider holding a
claim in such class.
17. In accordance with Section 1129(a)(11) of the Bankruptcy Code,
confirmation of the Plan is not likely to be followed by the liquidation, or the
need for further financial reorganization, of the Debtors or any successor to
the Debtors under the Plan, unless such liquidation or reorganization is
proposed in the Plan.
18. In accordance with Section 1129(a)(12) of the Bankruptcy Code, all
fees payable under 28 U.S.C. Section 1930 have been paid or the Plan provides
for the payment of all such fees on the Effective Date of the Plan.
19. The Plan does not address the continuation of retiree benefits
since the Debtor is not a party to any retirement benefit plan thereby rendering
compliance with Section 1129(a)(13) of the Bankruptcy Code unnecessary.
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20. In accordance with Section 1129(b)(1), the Plan does not
discriminate unfairly, and is fair and equitable as to Classes 8, 10, 11 and 12,
each of which are deemed to have rejected the Plan.
21. In accordance with Section 1129(b)(2)(B)(ii), each holder of a
claim or interest junior to claims in Classes 8 and 10 shall not receive or
retain under the Plan on account of such junior claim or interest any property.
22. In accordance with Section 1129(b)(2)(c)(ii), each holder of any
interest that is junior to the interests in Classes 11 and 12 shall not receive
or retain under the Plan on account of such junior interest any property.
CONFIRMATION ORDER(2)
Based upon the foregoing findings of fact and conclusions of law, it is
hereby Ordered and Decreed that:
1. The Plan, and each of its provisions, are hereby confirmed in all
respects pursuant to Section 1129(a) and (b) of the Bankruptcy Code.
2. Pursuant to Section 1142(b) of the Bankruptcy Code, the Debtors are
authorized and directed to execute and deliver all documents and agreements
necessary to consummate and implement the Plan and to take any and all lawful
actions necessary to consummate and implement the Plan and the transactions
contemplated therein.
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(2) Capitalized terms used but not otherwise defined herein shall have the same
meanings ascribed to them in the Plan.
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3. Except as otherwise provided in the Plan, on and after the
confirmation date, all property of the estate, including claims and Bankruptcy
Causes of Action, shall vest in the Debtors and Plan Administrator free and
clear of all liens, claims, interests and encumbrances.
4. Except as otherwise provided in the Plan, and provided that the
Effective Date occurs, the entry of this Confirmation Order shall: (A) release
the Debtors' Estates, the Professional Persons, and the Plan Administrator from
any and all rights, demands, causes of actions, suits, damages, losses or
demands of any kind or nature; provided, however, the release provided in the
Plan shall not act as a release of the Debtors' or Plan Administrator's
obligations under the Plan; and (B) permanently enjoin all persons that have
held, currently hold or may hold a Claim or Equity Interest that is the subject
of the Plan, from taking any of the following actions in respect of such Claim
or Equity Interest against the Debtors' Estates, the Professional Persons, the
Plan Administrator or the property of any of them: (i) commencing or continuing,
in any manner or in any place, any action or other proceeding, (ii) enforcing,
attaching, collecting or recovering in any manner any judgment, award, decree or
order, (iii) creating, perfecting or enforcing any lien or encumbrance, (iv)
asserting a set-off, right of subrogation or recoupment of any kind against any
debt, liability or obligation due to the Debtors or the Plan Administrator
(unless expressly authorized by a Final Order) and (v) commencing or continuing
any action, as against the Debtors' Estates, the Professional Persons, the Plan
Administrator or the property of any of them in any manner or in any place, that
does not comply with or is inconsistent with the provisions of the Plan.
Notwithstanding the foregoing or anything contained in the Plan to the contrary,
nothing contained in this Order or the Plan shall release (i) the Debtors or
their Estates (or their successors and assigns including, but not limited to,
the Plan Administrator or any trustee or any other representative appointed for
the Debtors in a case under any chapter of the
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Bankruptcy Code) from their obligations to Akrion LLC under the Purchase
Agreement, the Sale Order, the Procedures Order or any of the ancillary
documents executed in connection with, or in any way relating to, the Closing of
the Asset Sale approved by this Court on October 15, 1999 (the "Sale Order") or
(ii) claims or causes of action of any kind or nature and any remedies
available, if any, which are preserved in paragraph 36 of the Sale Order.
5. This Court hereby retains jurisdiction of this case pursuant to, and
for the purposes of, the Plan and such other purposes as may be necessary and
useful to aid the confirmation, consummation and implementation of the Plan to
the extent that the Court may legally retain jurisdiction of such matters.
6. Pursuant to Section 1146(c) of the Bankruptcy Code, no taxes,
including, without limitation, transfer taxes, deed stamps or recording taxes,
shall be due as a result of any transfers performed, executed or otherwise
contemplated by the Plan.
7. This Order shall be, and hereby is, deemed to constitute the Court's
approval and authorization, pursuant to Section 365 of the Bankruptcy Code, of
the Debtors' rejection of all of its pre-petition executory contracts and
unexpired leases which have not heretofore been rejected.
8. Any person or entity seeking allowance of compensation or
reimbursement of expenses for professional services rendered to the Debtors or
in relation to the Chapter 11 case pursuant to Sections 327, 328, 331, 503, 506
and 1103 of the Bankruptcy Code through the Effective Date shall file with the
Court an application for allowance of compensation and reimbursement of expenses
incurred on or before 45 days after the Effective Date and serve such
application on, among others, counsel to the Debtors.
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9. Requests for payment of administrative claims, other than
administrative claims of the kind encompassed by the preceding paragraph shall
be filed with the Court and served on the Plan Administrator, its counsel and
Debtors' counsel on or before the 45th day after the Effective Date (the
"Administrative Claims Bar Date"). Holders of administrative claims that are
required to file and serve requests for payment of such claims and that do not
file and serve a request by the Administrative Claims Bar Date will be forever
barred from asserting such claims against the Debtors, the Reorganized Debtors
and their property.
10. The Plan Administrator shall serve as Disbursing Agent under the
Plan until its duties either terminate or it elects to resign as Disbursing
Agent. Notwithstanding any provisions of the Plan, during the time that the Plan
Administrator serves as the Disbursing Agent, the consent of the Reorganized
Debtors shall be deemed given to any and all actions taken by the Disbursing
Agent which require such consent.
11. The failure to reference any particular provision of the Plan in
this Order shall have no effect on the validity, binding effect and
enforceability of such provision, and such provision shall have the same
validity, binding effect and enforceability as every other provision of the
Plan.
BY THE COURT
/s/ Sue L. Robinson
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Honorable Sue L. Robinson
United States District Judge
Dated: May 3, 2000
With a copy to:
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David W. Carickhoff, Jr., Esquire
Mark E. Felger, Esquire
Cozen and O'Connor
Chase Manhattan Centre
1201 N. Market St., Suite 1400
Wilmington, DE 19801
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For Immediate Release - Philly Metro
Contact:
Neal D. Colton
Cozen and O'Connor
1900 Market Street
Philadelphia, PA 19103
215-665-2060
SUBMICRON SYSTEMS LIQUIDATING CHAPTER 11 PLAN IS CONFIRMED; ALL
SHARES TO BE CANCELLED
ALLENTOWN, PA MAY 4, 2000. SubMicron Systems Corporation (OTC Bulletin Board:
SUBM), which filed its voluntary Petition under Chapter 11 of the Federal
Bankruptcy Code on September 1, 1999 and consummated the sale of substantially
all of its assets pursuant to Bankruptcy Court Order in October 1999, has
announced that its Liquidating Chapter 11 Plan was confirmed by the United
States District Court for the District of Delaware on May 3, 2000. The Effective
Date of the Plan is May 16, 2000 at which time all remaining assets will be
transferred to a Plan Administrator to be designated by the Official Committee
of Unsecured Creditors. As previously reported, in accordance with the Plan, all
shares of SubMicron stock will be cancelled on the Effective Date.
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