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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
INTEGRATED PROCESS EQUIPMENT CORP.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
45812K108
(CUSIP Number)
ROGER K. MARACH
SPEEDFAM INTERNATIONAL, INC.
305 NORTH 54TH STREET
CHANDLER, ARIZONA 85226
(602) 705-2105
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 19, 1998
(Date of Event which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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CUSIP NO. 45812K108
(1) Name of Reporting Person.
S.S. or I.R.S. Identification Nos. of Above Person.
SpeedFam International, Inc.
(2) Check the Appropriate Box if a Member of a Group. (See Instructions).
(a) [ ]
(b) [ ]
(3) SEC Use Only.
(4) Source of Funds (See Instructions)
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization.
Illinois
(7) Sole Voting Power.
3,550,450 (1)
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
(8) Shared Voting Power.
0
(9) Sole Dispositive Power.
3,550,450 (1)
(10) Shared Dispositive Power.
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
3,550,450 (1)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions). [ ]
(13) Percent of Class Represented by Amount in Row (11).
16.6% (2)
(14) Type of Reporting Person (See Instructions).
CO
(1) The shares of common stock of Integrated Process Equipment Corp. (the
"Issuer") covered by this report are purchasable by SpeedFam
International, Inc. ("SpeedFam") upon exercise of an option granted to
SpeedFam pursuant to the Stock Option Agreement dated as of November
19, 1998, and described in Item 4 of this Schedule 13D. Prior to the
exercise of the option, SpeedFam is not entitled to any rights as a
stockholder of the Issuer as to the shares covered by the option. The
option is only exercisable upon the happening of certain events. In the
event the stock option becomes exercisable and is exercised in full,
SpeedFam will have voting power with respect to that number of shares
equal to 19.9% of the then outstanding shares of common stock of the
Issuer, which, based upon the 17,841,457 shares of the Issuer
outstanding as of November 2, 1998, equals 3,550,450
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shares of common stock of the Issuer. The number of shares issuable
upon exercise of the option shall be adjusted in the event that any
additional shares of the Issuer are issued. Due to the contingent
nature of the option, as of the date of this Schedule 13D, SpeedFam
disclaims beneficial ownership of the shares subject to the option.
(2) Adjusted to reflect the issuance by the Issuer of 3,550,450 shares of
common stock of the Issuer upon exercise of the option as described
herein.
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ITEM 1. SECURITY AND ISSUER.
The class of securities to which this statement relates is Common
Stock, $.01 par value, of Integrated Process Equipment Corp. (the "Issuer"), a
Delaware corporation. The address of the Issuer's principal executive offices is
911 Bern Court, Suite 110, San Jose, California 95112.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by SpeedFam International, Inc.
("SpeedFam"), an Illinois corporation, whose principal business is the design,
development, manufacturing, marketing and servicing of chemical mechanical
planarization, or "CMP," systems used in the fabrication of semiconductor
devices as well as other high throughput precision surface processing systems
used in the fabrication of thin film memory disk media, semiconductor wafers and
general industrial components. In addition, SpeedFam markets and distributes
slurries and parts and expendables used in its customers' manufacturing
processes. SpeedFam's processing systems include polishing, grinding, lapping,
and pre-deposition cleaning equipment. SpeedFam's principal executive offices
are located at 305 North 54th Street, Chandler, Arizona 85226.
Set forth in Schedule A is a list of each of SpeedFam's directors and
executive officers, as of the date hereof, along with the present principal
occupation or employment of such directors and executive officers, their
business address and their respective citizenship. During the past five years
neither SpeedFam nor, to SpeedFam's knowledge, any person named in Schedule A to
this statement, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Also during the past five years neither
SpeedFam nor, to SpeedFam's knowledge, any person named in Schedule A to this
statement was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
If SpeedFam exercises the stock option described below, it currently
anticipates that the funds needed to pay the exercise price will come from
working capital.
ITEM 4. PURPOSE OF TRANSACTION.
On November 19, 1998, SpeedFam and the Issuer entered into an Agreement
and Plan of Merger (the "Merger Agreement") among SpeedFam, the Issuer, and
SpeedFam, Inc., a Delaware corporation and a wholly-owned subsidiary of SpeedFam
(the "Merger Sub"). Pursuant to the Merger Agreement, and subject to the
conditions set forth therein (including approval of the transactions by the
shareholders and stockholders, respectively, of SpeedFam and the Issuer), Merger
Sub will be merged with and into the Issuer (the "Merger"). At the effective
time of the
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CUSIP No. 45812K108 Page 2
Merger the separate existence of Merger Sub will cease and the Issuer will
continue as the surviving corporation and as a wholly-owned subsidiary of
SpeedFam.
As an inducement to SpeedFam to enter into the Merger Agreement, the
Issuer and SpeedFam entered into a Stock Option Agreement dated as of November
19, 1998, pursuant to which the Issuer granted SpeedFam the right, under certain
conditions, to acquire shares of the Issuer's Common Stock up to a number of
shares sufficient to give SpeedFam 19.9% of the Issuer's outstanding Common
Stock as of the date the option is exercised, but in no event more than 19.9% of
the issued and outstanding shares of the Issuer's Common Stock as of the date of
timely issuance. The option is only exercisable upon the happening of certain
events.
The foregoing summaries of the Merger Agreement and the Stock Option
Agreement are qualified in their entirety by reference to the Agreement and Plan
of Merger and Stock Option Agreement filed as Exhibit 1 and Exhibit 2,
respectively, to this Schedule 13D and incorporated herein in their entirety by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The stock option is not exercisable except upon the occurrence of
certain events, which may or may not occur. Nothing herein shall be deemed to be
an admission by SpeedFam as to the beneficial ownership of any shares of common
stock of the Issuer, and, prior to exercise of the stock option, SpeedFam
disclaims beneficial ownership of the shares subject to the stock option.
5(a) Beneficial Ownership:
In the event the stock option becomes exercisable and is
exercised in full, SpeedFam will beneficially own that number of shares equal to
19.9% of the then outstanding shares of common stock of the Issuer, which, based
upon the 17,841,457 shares of the Issuer outstanding as of November 2, 1998,
equals 3,550,450 shares of common stock of the Issuer.
5(b) Sole Voting Power:
In the event the stock option becomes exercisable and is
exercised in full, SpeedFam will sole voting power with respect to that number
of shares equal to 19.9% of the then outstanding shares of common stock of the
Issuer, which, based upon the 17,841,457 shares of the Issuer outstanding as of
November 2, 1998, equals 3,550,450 shares of common stock of the Issuer.
5(c) Transactions:
On November 19, 1998, SpeedFam and the Issuer entered into the
Merger Agreement pursuant to which Merger Sub will be merged with and into the
Issuer. At the effective time of the Merger the separate existence of Merger Sub
will cease and the Issuer will continue as
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CUSIP No. 45812K108 Page 3
the surviving corporation and as a wholly-owned subsidiary of SpeedFam.
Consummation of the Merger Agreement is subject to the satisfaction or waiver of
a number of conditions to closing.
5(d) Not applicable.
5(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On November 19, 1998, SpeedFam and the Issuer entered into the
Merger Agreement pursuant to which Merger Sub will be merged with and into the
Issuer. At the effective time of the Merger the separate existence of Merger Sub
will cease and the Issuer will continue as the surviving corporation and as a
wholly-owned subsidiary of SpeedFam. Consummation of the Merger Agreement is
subject to the satisfaction or waiver of a number of conditions to closing.
As an inducement to SpeedFam to enter into the Merger
Agreement, the Issuer and SpeedFam entered into a Stock Option Agreement dated
as of November 19, 1998, pursuant to which the Issuer granted SpeedFam the
right, under certain conditions, to acquire shares of the Issuer's Common Stock
up to a number of shares sufficient to give SpeedFam 19.9% of the Issuer's
outstanding Common Stock as of the date the option is exercised, but in no event
more than 19.9% of the issued and outstanding shares of the Issuer's Common
Stock as of the date of timely issuance. The option is only exercisable upon
the happening of certain events.
As an inducement to the Issuer to enter into the Merger
Agreement, the Issuer and SpeedFam entered into a Stock Option Agreement dated
as of November 19, 1998, pursuant to which SpeedFam granted the Issuer the
right, under certain conditions, to acquire shares of SpeedFam Common Stock up
to a number of shares sufficient to give the Issuer 19.9% of SpeedFam's
outstanding Common Stock as of the date the option is exercised, but in no event
more than 19.9% of the issued and outstanding shares of SpeedFam Common Stock as
of the date of timely issuance. The option is only exercisable upon the
happening of certain events. The foregoing summary of the Stock Option
Agreement is qualified in its entirety by reference to the Stock Option
Agreement filed as Exhibit 3 to this Schedule 13D and incorporated herein in
its entirety by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1
Agreement and Plan of Merger by and among SpeedFam, the Issuer
and SpeedFam, Inc. dated as of November 19, 1998 (filed as Exhibit 2.1 to
SpeedFam's Current Report on Form 8-K dated November 23, 1998 (File No.
0-26784), and incorporated herein by reference).
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CUSIP No. 45812K108 Page 4
Exhibit 2
Stock Option Agreement dated as of November 19, 1998, by and
between SpeedFam and the Issuer (filed as Exhibit 2.2 to SpeedFam's Current
Report on Form 8-K dated November 23, 1998 (File No. 0-26784), and incorporated
herein by reference).
Exhibit 3
Stock Option Agreement dated as of November 19, 1998, by and
between the Issuer and SpeedFam (filed as Exhibit 2.3 to SpeedFam's Current
Report on Form 8-K dated November 23, 1998 (File No. 0-26784), and incorporated
herein by reference).
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CUSIP No. 45812K108 Page 5
SIGNATURE
After reasonable 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.
SPEEDFAM INTERNATIONAL, INC.
By: /s/ Roger K. Marach
------------------------
Roger K. Marach,
Chief Financial Officer
Dated: November 30, 1998
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF SPEEDFAM INTERNATIONAL, INC.
The names and principal occupation of each executive officer and
director of SpeedFam International, Inc. are set forth below. For purposes of
this Schedule 13D the business address of each person set forth below is
SpeedFam International, Inc., 305 North 54th Street, Chandler, Arizona 85226.
<TABLE>
<CAPTION>
Name Present Principal Occupation, Citizenship
Including Name of Employer
<S> <C> <C>
James N. Farley Chairman of the Board of Directors United States
of SpeedFam.
Richard J. Faubert President, Chief Executive Officer United States
and Director of SpeedFam.
Makoto Kouzuma Vice Chairman of the Board of Japan
Directors of SpeedFam.
Roger K. Marach Treasurer and Chief Financial United States
Officer of SpeedFam.
Robert R. Smith Managing Director of SpeedFam United Kingdom
Limited.
Neil R. Bonke Director of SpeedFam, Director of United States
Electroglas, Inc., Sanmina Corp. and
FSI International Inc.
Richard S. Hill Director of SpeedFam, Chairman of United States
the Board of Directors and Chief
Executive Officer of Novellus
Systems, Inc.
Dr. Stuart L. Meyer Director of SpeedFam, professor at United States
J.L. Kellogg Graduate School of
Management, Northwestern University.
Robert M. Miller Director of SpeedFam, Director United States
Emeritus of Okuma America Corporation
</TABLE>
