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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): March 5, 1997
INTEGRATED PROCESS EQUIPMENT CORP.
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(Exact name of Registrant as specified in its charter)
Delaware 0-20470 77-0296222
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or Number) Identification No.)
organization)
911 Bern Court
San Jose, CA 95112
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(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code: (408) 436-2170
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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Integrated Process Equipment Corp. (the "Company" or "IPEC") announced on
March 5, 1997 that it has filed a registration statement with the Securities and
Exchange Commission relating to a proposed public offering of 3,000,000 shares
of Common Stock. All of the shares will be offered by the Company.
The Company also announced on March 5, 1997 the adoption of a stockholder
rights plan (the "Plan"). Under the Plan, the Board of Directors have declared
a dividend distribution of one Preferred Share Purchase Right ("Right") on each
outstanding share of IPEC's Common Stock and Class A Common Stock ("Common
Shares"). The dividend distribution will be made on May 5, 1997, to
stockholders of record on May 5, 1997. The Rights will expire on January 23,
2007.
Each Right will entitle stockholders to buy one share of IPEC's Series D
Participating Preferred Stock at an exercise price of $120.00. The Rights may
become exercisable following the tenth day after a person or group announces
acquisition of 15% or more of IPEC's Common Shares or announces commencement of
a tender offer or exchange offer, the consummation of which would result in
ownership by the person or group of 15% or more of the Common Shares. IPEC will
be entitled to redeem the Rights at $0.01 per Right at any time on or before the
tenth day following acquisition by a person or group of 15% or more of IPEC's
Common Shares.
If, prior to redemption of the Rights, a person or group acquires 15% or
more of IPEC's Common Shares, each Right not owned by a holder of 15% or more of
the Common Shares will entitle its holder to purchase, at the Right's then
current exercise price, that number of Common Shares of IPEC (or, in certain
circumstances as determined by the Board, cash, other property or other
securities) having a market value at that time of twice the Right's exercise
price. If, after the tenth day following acquisition by a person or group of
15% or more of IPEC's Common Shares, IPEC sells more than 50% of its assets or
earning power or is acquired in a merger or other business combination
transaction, the acquiring person must assume the obligations under the Rights
and the Rights will become exercisable to acquire common stock of the acquiring
person at the discounted price. At any time after an event triggering
exercisability of the Rights at a discounted price and prior to the acquisition
by the acquiring person of 50% or more of the outstanding Common Shares, the
Board of Directors of IPEC may exchange the Rights (other than those owned by
the acquiring person or its affiliates) for Common Shares of IPEC at an exchange
ratio of one Common Share per Right.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
Integrated Process Equipment Corp. has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Integrated Process Equipment Corp.
By: /s/ John S. Hodgson
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Vice President and Chief Financial Officer
Date: March 6, 1997
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