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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SPEEDFAM INTERNATIONAL, INC.
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(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
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(Title of Class of Securities)
847706108
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(CUSIP Number)
ROGER D. MCDANIEL, INTEGRATED PROCESS EQUIPMENT CORP., 4717 EAST HILTON
AVENUE, PHOENIX, ARIZONA 85034, (602) 517-7200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
NOVEMBER 19, 1998
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(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 / /.
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SCHEDULE 13D
CUSIP NO. 847706108 PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTEGRATED PROCESS EQUIPMENT CORP.
77-0296222
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE
7 SOLE VOTING POWER
Approximately 3,211,808 shares (IPEC holds the option to
NUMBER OF purchase shares of Issuer Common Stock which will become
SHARES exercisable only upon the occurrence of certain events, as
BENEFICIALLY specified in the Stock Option Agreement filed herewith as
OWNED BY Exhibit 2. The option is exercisable for that number of shares
EACH equal to 19.9% of Issuer Common Stock outstanding on the date
REPORTING the option becomes exercisable. The number of shares reported
PERSON hereon is approximated based on the number of shares of Issuer
WITH Common Stock outstanding at November 2, 1998.)
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
Approximately 3,211,808 shares (IPEC holds the option to
purchase shares of Issuer Common Stock which will become
exercisable only upon the occurrence of certain events, as
specified in the Stock Option Agreement filed herewith as
Exhibit 2. The option is exercisable for that number of shares
equal to 19.9% of Issuer Common Stock outstanding on the date
the option becomes exercisable. The number of shares reported
hereon is approximated based on the number of shares of Issuer
Common Stock outstanding at November 2, 1998.)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,211,808
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6% (adjusted to reflect the issuance by Issuer of 3,211,808 shares
of common stock of Issuer upon exercise of the option as described
herein)
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 847706108 PAGE 3 OF 8 PAGES
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission by Integrated Process Equipment Corp. that
it is the beneficial owner of any of the Common Stock referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Act"), or for any other purpose, and such beneficial ownership is
expressly disclaimed.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the common stock, without par
value ("Issuer Common Stock"), of SpeedFam International, Inc., an Illinois
corporation ("Issuer"). The principal executive offices of Issuer are located at
305 North 54th Street, Chandler, Arizona 85226.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the person filing this statement is Integrated Process
Equipment Corp., a Delaware corporation ("IPEC"). The address of the principal
office and principal business of IPEC is 911 Bern Court, San Jose, California
95112. IPEC is a leading supplier of chemical mechanical planarization systems
used in the manufacture of semiconductors. Set forth in Schedule A is a list of
each of IPEC'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 respective citizenship and the name, principal
business and address of any corporation or other organization other than IPEC in
which such employment is conducted. During the past five years neither IPEC nor,
to IPEC'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 IPEC nor, to IPEC'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 IPEC 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.
Pursuant to an Agreement and Plan of Merger dated November 19, 1998
(the "Merger Agreement") among IPEC, Issuer and SpeedFam, Inc., a Delaware
corporation and a wholly-owned subsidiary of Issuer ("Merger Sub"), and subject
to the conditions set forth therein (including approval by stockholders of
Issuer and IPEC), Merger Sub will be merged with and into IPEC (the "Merger").
At the effective time of the Merger (the "Effective Time"), the separate
existence of Merger Sub will cease and IPEC will continue as the surviving
corporation and as a wholly-owned
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SCHEDULE 13D
CUSIP NO. 847706108 PAGE 4 OF 8 PAGES
subsidiary of Issuer ("Surviving Corporation").
As an inducement to IPEC to enter into the Merger Agreement, IPEC and
Issuer entered into a Stock Option Agreement dated November 19, 1998 ("Stock
Option Agreement") pursuant to which Issuer granted IPEC the right (the
"Option"), under certain conditions, to purchase up to that number of shares of
Issuer Common Stock equal to 19.9% of outstanding Issuer Common Stock as of the
date the Option first becomes exercisable (the "Option Shares"). In the event
IPEC exercises the Option, IPEC may pay for the Option Shares with cash or
shares of its own common stock. Issuer's obligations to issue shares pursuant to
the exercise of the option is subject to the occurrence of certain events, which
may not occur.
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SCHEDULE 13D
CUSIP NO. 847706108 PAGE 5 OF 8 PAGES
The foregoing summary 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 included as Exhibit 1 and Exhibit 2,
respectively, to this Schedule 13D and incorporated herein in their entirety by
reference.
Also in connection with the Merger Agreement, and as an inducement for
Issuer to sign such agreement, IPEC has entered into a reciprocal stock option
agreement with Issuer on substantially the same terms as the Stock Option
Agreement. A copy of the form of this agreement is included as Exhibit 3 to this
Schedule 13D and incorporated herein by reference.
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SCHEDULE 13D
CUSIP NO. 847706108 PAGE 6 OF 8 PAGES
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
If pursuant to the Stock Option Agreement the Option becomes
exercisable, IPEC would have the right to acquire up to 19.9% of the Issuer
Common Stock outstanding as of the date the Option becomes exercisable. Based on
the number of shares of Issuer Common Stock outstanding at November 2, 1998,
IPEC would have the right to acquire up to 3,211,808 shares of Issuer Common
Stock. If such shares are acquired, IPEC would have sole voting and, subject to
Issuer's call right on such stock, dispositive power over such shares.
To IPEC's knowledge, no shares of Issuer Common Stock are beneficially
owned by any of the persons named in Schedule A. In addition, IPEC has not
affected any transaction in Issuer Common Stock during the past 60 days and, to
IPEC's knowledge, none of the person named in Schedule A has affected any
transaction in Issuer Common Stock during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF ISSUER.
Other than as described herein, to IPEC's knowledge, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of Issuer, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division or profits or loss,
or the giving or withholding or proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger dated November 19, 1998 by and
among Integrated Process Equipment Corp., a Delaware
corporation, SpeedFam International, Inc., an Illinois
corporation, and SpeedFam, Inc., a Delaware corporation and
wholly-owned subsidiary of SpeedFam International, Inc. (filed
as Exhibit 2.1 to IPEC's Current Report on Form 8-K dated
November 23, 1998 (File No. 000-20470), and incorporated
herein by reference).
2. Stock Option Agreement dated November 19, 1998, by and between
Integrated Process Equipment Corp., a Delaware corporation,
and SpeedFam International, Inc., an Illinois corporation
(granting IPEC an option to purchase SpeedFam Common Stock)
(filed as Exhibit 2.2 to IPEC's Current Report on Form 8-K
dated November 23, 1998 (File No. 000-20470), and incorporated
herein by reference).
3. Stock Option Agreement dated November 19, 1998 by and between
Integrated Process Equipment Corp., a Delaware corporation,
and SpeedFam International, Inc., an Illinois corporation
(granting SpeedFam an option to purchase IPEC Common Stock)
(filed as Exhibit 2.3 to IPEC's Current Report on Form 8-K
dated November 23, 1998 (File No. 000-20470), and incorporated
herein by reference).
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SCHEDULE 13D
CUSIP NO. 847706108 PAGE 7 OF 8 PAGES
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.
Dated: November 29, 1998
INTEGRATED PROCESS EQUIPMENT CORP.
By: /s/ John S. Hodgson
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Title: Vice President and Chief Financial Officer
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SCHEDULE 13D
CUSIP NO. 847706108 PAGE 8 OF 8 PAGES
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF INTEGRATED PROCESS EQUIPMENT CORP.
<TABLE>
<CAPTION>
Present Principal Occupation, Including Name of
Name Employer Citizenship
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<S> <C> <C>
Sanjeev R. Chitre Chairman of the Board of Directors of IPEC INDIA
Roger D. McDaniel President and Chief Executive Officer of IPEC U.S.
John S. Hodgson Vice President, Chief Financial Officer, and Secretary of U.S.
IPEC
Ralph Hartung Chief Operating Officer of IPEC U.S.
Harold C. Baldauf Director of IPEC and Chairman of the Board of Directors U.S.
of Saginaw Control and Engineering
William J. Freschi Director of IPEC and Managing Partner of J&B Ventures U.S.
Kenneth Levy Director of IPEC and Chief Executive Officer of KLA- U.S.
Tencor Corporation
</TABLE>
