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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A-1
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission file number 0-20470
Integrated Process Equipment Corp.
(Exact name of registrant as specified in its charter)
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Delaware 77-0296222
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(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
911 Bern Court, San Jose, California 95112
(Address of principal executive offices)
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Registrant's telephone number, including area code (408) 436-2170
Former name, former address and former fiscal year, if
changed since last report.
Indicate by (X) whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
As of February 12, 1997, 456,650 shares of Class A Common Stock and
14,776,522 shares of Common Stock of the registrant were outstanding.
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q/A-1 for the quarter ended December
31, 1996 is filed solely to add an exhibit to Item 6. The contents of the
Quarterly Report on Form 10-Q for the quarter ended December 31, 1996 (File No.
0-20470) are hereby incorporated by reference.
Page 1 of 3
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits
10.1 Lease Agreement between Seldin Properties and
Integrated Process Equipment Corporation, dated
December 26, 1996.
10.2 Amendment to Loan Agreement between Wells Fargo
Bank and Integrated Process Equipment Corp.,
dated February 10, 1997.
(b) Reports on Form 8-K:
A report on Form 8-K was filed on December 30, 1996 reporting
(under Item 5) with respect to the issuance of $25 million of
newly issued Series C Convertible Preferred Stock and a
warrant to acquire up to 456,000 shares of the Registrant's
common stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 21, 1997 INTEGRATED PROCESS EQUIPMENT CORP.
AND SUBSIDIARIES
By: /s/ John S. Hodgson
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John S. Hodgson
Vice President
and Chief Financial Officer
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[WELLS FARGO LETTERHEAD]
EXHIBIT 10.2
February 10, 1997
Mr. John S. Hodgson
Vice President and CFO
Integrated Process Equipment Corporation
4717 E. Hilton Ave.
Phoenix, Arizona 85034
Dear Jack:
This letter is to confirm the changes agreed upon between Wells Fargo
Bank, National Association, successor-by-merger to First Interstate Bank of
Arizona, N.A., as Agent ("Bank") and Integrated Process Equipment Corp., a
Delaware corporation ("Parent"), together with other "Borrowers" (as defined in
the Loan Agreement), (hereinafter "Parent" and "Borrowers" shall collectively
be referred to as "Borrowers") to the terms and conditions of that certain Loan
Agreement between Bank and Borrowers dated as of April 24, 1996, as amended
from time to time (the "Agreement"). For valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Bank and Borrowers hereby
agree that the Agreement shall be amended as follows to reflect said changes.
1. Section 6.2, Paragraph (a) is hereby deleted in its entirety, and
the following substituted therefor:
"(a) Current Borrowing Base Certificate.
As of the date of such Advance, Borrowers shall have
furnished the Agent a Borrowing Base Certificate duly
completed and certified as true, complete and correct by
an Authorized Person, setting forth the Borrowing Base
as of a date not earlier than the fifth Business Day
preceding the date of the requested Advance."
2. Section 8.1, Paragraph (j) is hereby deleted in its entirety, and
the following substituted therefor:
"(j) Borrowing Base Certificate. Within
fifteen (15) days after the last day of each month,
a Borrowing Base Certificate, duly completed, as
of the last Business Day of the month immediately
preceding the date of
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Integrated Process Equipment Corp.
February 10, 1997
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delivery of such Borrowing Base Certificate, certified as true,
complete and correct by an Authorized Person. The identification
of Accounts that are not Eligible Accounts pursuant to clause
(ii) of the definition of "Eligible Accounts" shall be
determined in all instances by reference to the date of the
applicable invoice, and not by reference to the payment due date
set forth on an invoice under standard or other payment terms.
Additionally, as of the date of each Advance, Borrower shall
deliver a Borrowing Base Certificate as required in Section
6.2(a) hereof."
3. Section 9.14 is hereby deleted in its entirety, and the
following substituted therefor:
"9.14 Tangible Net Worth. Tangible Net Worth, as of the last
day of any fiscal quarter of Parent (except for the fiscal
quarter ended December 31, 1996), shall not be less than the sum
of (i) $85,000,000 plus 100% of the aggregate amount of equity
contributions made to Parent after December 31, 1995, plus 75%
of Parent's consolidated positive net income for each fiscal
quarter commencing with the fiscal quarter ended March 31, 1996.
For the fiscal quarter ended December 31, 1996, Tangible Net
Worth shall not be less than $100,000,000."
4. Except as specifically provided herein, all terms and
conditions of the Agreement remain in full force and effect, without waiver or
modification. The Bank does not hereby represent that it will, nor in any way
obligate itself to, consent to any other amendment of the Agreement or grant
any waiver of Borrowers strict performance under and compliance with all
covenants set forth in the Agreement, as hereby amended.
5. All terms defined in the Agreement shall have the same meaning
when used herein. This letter and the Agreement shall be read together, as one
document.
6. Borrower hereby remakes all representations and warranties
contained in the Agreement and reaffirms its strict compliance with all
covenants set forth in the Agreement, as hereby amended. Borrower further
certifies that as of the date
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Integrated Process Equipment Corp.
February 10, 1997
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of Borrower's acknowledgment set forth below there exists no default or defined
event of default under the Agreement or any promissory note or other contract,
instrument or document executed in connection therewith, nor any condition, act
or event which with the giving of notice or the passage of time or both would
constitute such a default or defined event of default.
Your acknowledgment of this letter shall constitute acceptance of the
foregoing terms and conditions.
Sincerely,
WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Agent and Bank
By: /s/ K. Sowa
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Kathleen P. Sowa
Its: Vice President
Acknowledged and accepted as of February , 1997:
INTEGRATED PROCESS EQUIPMENT CORP.,
a Delaware corporation
By: /s/ John S. Hodgson
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John S. Hodgson
Its: Vice President, CFO and Secretary
IPEC PLANAR PORTLAND, INC.
By: /s/ John S. Hodgson
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John S. Hodgson
Its: Vice President, CFO and Secretary
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Integrated Process Equipment Corp.
February 10, 1997
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IPEC PLANAR PHOENIX, INC.
By: /s/ John S. Hodgson
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John S. Hodgson
Its: Vice President, CFO and Secretary
IPEC CLEAN, INC.
By: /s/ John S. Hodgson
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John S. Hodgson
Its: Vice President, CFO and Secretary
IPEC PRECISION, INC.
By: /s/ John S. Hodgson
-----------------------------
John S. Hodgson
Its: Vice President, CFO and Secretary
