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As filed with the Securities and Exchange Commission on May 5, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEGRATED PROCESS EQUIPMENT CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0296222
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
911 BERN COURT
SAN JOSE, CALIFORNIA 95122
(408) 436-2170
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
RICHARD J. FAUBERT
911 BERN COURT
SAN JOSE, CALIFORNIA 95122
(408) 436-2170
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
FRANCIS S. CURRIE, ESQ. KENNETH L. GUERNSEY, ESQ.
NEIL J. WOLFF, ESQ. KARYN R. SMITH, ESQ.
YOICHIRO TAKU, ESQ. JOHN S. WILLS, ESQ.
JOHN Y. SASAKI, ESQ. COOLEY GODWARD LLP
WILSON SONSINI GOODRICH & ROSATI ONE MARITIME PLAZA
PROFESSIONAL CORPORATION 20TH FLOOR
650 PAGE MILL ROAD SAN FRANCISCO, CALIFORNIA 94111-3580
PALO ALTO, CALIFORNIA 94304 (415) 693-2000
(650) 493-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
(11)(a)(1) of this Form, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SECURITY(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
6 1/4% Convertible Subordinated Notes due 2004............... $115,000,000 100% $115,000,000 $31,970
- ------------------------------------------------------------------------------------------------------------------------------------
Guarantees of 6 1/4% Convertible Subordinated Notes Due 2004. (2) (2) (2) (2)
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(i) of the Securities Act of 1933, as amended.
(2) No additional consideration for the Guarantees will be paid by the
purchasers of the 6 1/4% Convertible Subordinated Notes Due 2004. Pursuant
to Rule 457(n) under the 1933 Act, no separate fee is payable for the
Guarantees.
<PAGE> 2
SUBJECT TO COMPLETION, DATED ________________, 1999
PROSPECTUS
$115,000,000
INTEGRATED PROCESS EQUIPMENT CORP.
Issuer
SPEEDFAM-IPEC, INC.
Guarantor
6 1/4% Convertible Subordinated Notes Due 2004
IPEC issued the Notes in a private placement in September 1997. This
prospectus will be used by selling securityholders to resell their Notes.
The Notes are unsecured general obligations of IPEC. The Notes are
guaranteed by SpeedFam-IPEC, Inc., the sole shareholder of IPEC, and are
subordinated to all existing and future senior indebtedness of IPEC and
SpeedFam-IPEC.
The Notes mature on September 15, 2004. IPEC may redeem all or a portion of
the Notes on or after September 20, 2000. Holders may require IPEC to repurchase
the Notes upon certain fundamental changes that occur before September 15, 2004.
Holders may convert the Notes at any time prior to maturity or redemption
into the common stock of SpeedFam-IPEC at a conversion rate of 18.2049 shares of
common stock per $1,000 principal amount of Notes, subject to adjustment in
certain events. IPEC pays interest on the Notes twice a year on March 15 and
September 15.
The Notes have been designated for trading on The PORTAL Market. Notes sold
pursuant to this prospectus are not eligible for trading on The PORTAL Market.
On May 4, 1999, the closing price of SpeedFam-IPEC's common stock was $11.125
per share. SpeedFam-IPEC's common stock is quoted on the Nasdaq National Market
under the symbol "SFAM".
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus is dated ________, 1999
<PAGE> 3
HOW TO GET MORE INFORMATION
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT INCLUDED IN
THIS DOCUMENT OR DELIVERED WITH THIS DOCUMENT. A LIST OF THE DOCUMENTS
INCORPORATED IN THIS DOCUMENT APPEARS UNDER "WHERE YOU CAN FIND MORE
INFORMATION" ON PAGE 21. YOU MAY OBTAIN THESE DOCUMENTS -- OTHER THAN EXHIBITS,
UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH
DOCUMENT -- WITHOUT CHARGE, BY WRITTEN REQUEST OR BY TELEPHONE, AT THE FOLLOWING
ADDRESSES:
IN THE CASE OF IPEC DOCUMENTS:
INTEGRATED PROCESS EQUIPMENT CORP.
4717 EAST HILTON AVENUE
PHOENIX, ARIZONA 85034
ATTENTION: INVESTOR RELATIONS
TELEPHONE NUMBER: (602) 517-7200
IN THE CASE OF SPEEDFAM-IPEC DOCUMENTS:
SPEEDFAM-IPEC, INC.
305 NORTH 54TH STREET
CHANDLER, ARIZONA 85226
ATTENTION: INVESTOR RELATIONS
TELEPHONE NUMBER: (602) 705-2100
THE COMPANY
RECENT DEVELOPMENTS. On April 6, 1999, the shareholders of SpeedFam
International, Inc. and Integrated Process Equipment Corp. approved the merger
of their two companies and related transactions. Pursuant to the merger, IPEC
became a wholly owned subsidiary of SpeedFam and SpeedFam was renamed
SpeedFam-IPEC, Inc. As a result of the merger, holders of regular common and
Class A common stock of IPEC received .71 of one share of SpeedFam-IPEC's common
stock for each IPEC share they owned. Pursuant to the merger, SpeedFam-IPEC
assumed IPEC's outstanding warrants and guaranteed IPEC's 6-1/4% Convertible
Subordinated Notes due September 15, 2004. IPEC's warrants and notes outstanding
as of April 6, 1999 are exercisable for or convertible into, as the case may be,
shares of SpeedFam-IPEC's common stock on an adjusted basis, in accordance with
the exchange ratio.
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TABLE OF CONTENTS
Page
How to Get More Information.......................................... 2
The Company.......................................................... 2
The Offering......................................................... 4
Risk Factors......................................................... 5
Ratio of Earnings to Fixed Charges................................... 8
Use of Proceeds...................................................... 8
Description of Notes................................................. 9
Selling Securityholders.............................................. 17
Plan of Distribution................................................. 19
Legal Matters........................................................ 20
Experts.............................................................. 20
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THE OFFERING
Securities Offered........... $115,000,000 aggregate principal amount of
6 1/4% Convertible Subordinated Notes due
2004.
Interest Payment Dates....... March 15 and September 15, commencing March
15, 1998.
Conversion................... Holders may convert the Notes at any time
prior to redemption or maturity into
SpeedFam-IPEC's common stock at a conversion
price of $54.93 per share, subject to
adjustment in certain events.
Guarantee.................... The Notes are unconditionally guaranteed by
SpeedFam-IPEC, the sole stockholder of IPEC.
Subordination................ The Notes are subordinated to all existing and
future senior indebtedness of IPEC and
SpeedFam-IPEC, as described in "Description of
Notes". The amount of indebtedness that IPEC
or SpeedFam-IPEC may incur is not limited.
Redemption................... IPEC may redeem the Notes on or after
September 20, 2000. In order to redeem the
Notes, IPEC must provide at least 30 days'
notice and the redemption prices set forth in
"Description of Notes," together with accrued
interest.
Fundamental Change........... Upon the occurrence of certain fundamental
changes prior to the maturity of the Notes, as
described in "Description of Notes", each
holder will have the right to require IPEC to
redeem the holder's Notes at the redemption
prices set forth in "Description of Notes,"
together with accrued interest.
Use of Proceeds.............. IPEC will not receive any of the proceeds from
sale of the Notes.
Registration Rights.......... If IPEC fails to comply with certain of its
obligations to register the Notes, IPEC will
be required to pay certain predetermined
liquidated damages to the holders of the
Notes.
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RISK FACTORS
You should carefully consider the risks described below before making your
investment decision. Additional risks and uncertainties presently unknown to
IPEC and SpeedFam-IPEC or that both companies currently believe are immaterial
may also negatively impact business operations. If any of these risks occurs,
the business, financial condition and results of operations of IPEC or
SpeedFam-IPEC could be seriously harmed.
THE RISK FACTORS AFFECTING OPERATING RESULTS CONTAINED IN IPEC'S QUARTERLY
REPORT ON FORM 10-Q FILED WITH THE COMMISSION FOR THE QUARTER ENDED DECEMBER 31,
1998 AND IN SPEEDFAM-IPEC'S QUARTERLY REPORT ON FORM 10-Q FILED WITH THE
COMMISSION FOR THE QUARTER ENDED FEBRUARY 28, 1999 ARE INCORPORATED HEREIN BY
THIS REFERENCE.
These risk factors include:
- - integration of IPEC and SpeedFam-IPEC may not be successful;
- - limited operating history;
- - potential delays in significant shipments and orders;
- - dependence on a small number of major customers;
- - the need for broader acceptance of products;
- - technological changes;
- - intense competition;
- - reliance on the Asian market; and
- - difficulties in defending and securing intellectual property rights for
products.
THE NOTES ARE UNSECURED AND SUBORDINATED TO SENIOR INDEBTEDNESS AND DO NOT
CONTAIN FINANCIAL COVENANTS. In the event of IPEC's or SpeedFam-IPEC's
bankruptcy, liquidation or reorganization or upon acceleration of the Notes due
to an event of default and in certain other events, IPEC's and SpeedFam-IPEC's
assets will be available to pay obligations on the Notes only after all senior
indebtedness has been paid in full, and there may not be sufficient assets
remaining to pay amounts due on any or all of the Notes then outstanding.
Neither the indenture under which the Notes were issued nor the supplemental
indenture under which SpeedFam-IPEC guaranteed the Notes contain financial
covenants or prohibit or limit the incurrence of any indebtedness and other
liabilities by IPEC or SpeedFam-IPEC.
Also, IPEC's existing credit facility contains detailed financial covenants.
IPEC and its lender from time to time in the past have amended these financial
covenants when, absent the amendment, IPEC would not have been in compliance
with the covenants. There can be no assurance as to the ability of IPEC to
comply with these and other covenants associated with senior indebtedness in the
future, and IPEC's inability to do so could result in the blockage of interest
or other payments on the Notes pending the cure of the default.
As of March 31, 1999, IPEC had approximately $2.6 million of indebtedness
outstanding that would have constituted senior indebtedness. As of February 28,
1999, SpeedFam-IPEC had approximately $26,000 million of indebtedness
outstanding that would have constituted senior indebtedness. IPEC anticipates
that from time to time it will incur significant amounts of additional
indebtedness, including senior indebtedness. See "Description of
Notes-Subordination of Notes."
IPEC'S HOLDING COMPANY STRUCTURE MAY AFFECT ITS ABILITY TO MAKE PAYMENTS ON THE
NOTES AND RESULTS IN SUBSTANTIAL STRUCTURAL SUBORDINATION. IPEC is a holding
company with no significant operating assets. IPEC's ability to redeem,
repurchase or make interest and principal payments on the Notes is dependent
upon the earnings of its subsidiaries and the distribution of those earnings to
IPEC. Those distributions may be subject to statutory, contractual or other
restrictions and may also be subject to various business
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considerations. As a result, IPEC may be unable to gain access to the cash flow
or assets of its subsidiaries in amounts sufficient to pay the principal of or
interest on the Notes when due or to redeem the Notes.
THE NOTES ARE EFFECTIVELY SUBORDINATED TO THE LIABILITIES, INCLUDING TRADE
PAYABLES AND LEASE OBLIGATIONS, IF ANY, OF THE SUBSIDIARIES OF IPEC. IPEC's
right to receive the assets of any of its subsidiaries upon a liquidation or
reorganization of that subsidiary will be effectively subordinated to the claims
of that subsidiary's creditors (including trade creditors). Even if IPEC is
itself recognized as a creditor, its claims would still be subordinate to any
security interests in the assets of such subsidiary and any senior indebtedness.
The indenture does not prohibit or limit the incurrence of indebtedness and
other liabilities by any subsidiary of IPEC.
As of March 31, 1999, IPEC's subsidiaries had approximately $12.1 million of
indebtedness and other liabilities outstanding (excluding liabilities of a type
not required to be reflected on a balance sheet in accordance with generally
accepted accounting principles and intercompany liabilities) to which the Notes
would have been effectively subordinated. IPEC anticipates that from time to
time its subsidiaries will incur significant amounts of additional indebtedness
and other liabilities. See "Description of Notes-Subordination of Notes."
THE NOTES ARE SUBJECT TO LIMITATIONS ON REDEMPTION UPON A FUNDAMENTAL CHANGE.
Upon certain fundamental changes, as described in "Description of Notes", each
holder of the Notes will have the right to require IPEC to redeem that holder's
Notes. If a fundamental change were to occur, there can be no assurance that
IPEC or SpeedFam-IPEC would have sufficient funds to pay the redemption price
for all the Notes tendered by holders.
In addition, the terms of IPEC's existing credit facility prohibit IPEC from
purchasing or redeeming any Notes and also provide that a fundamental change
would constitute an event of default. Any future credit agreements or other
agreements relating to other indebtedness to which IPEC or SpeedFam-IPEC becomes
a party may contain similar restrictions and provisions. If a fundamental change
occurs at a time when IPEC or SpeedFam-IPEC is prohibited from purchasing or
redeeming the Notes, IPEC or SpeedFam-IPEC could seek the consent of its lenders
to the purchase of the Notes or could attempt to refinance the borrowings that
contain such prohibition. If these attempts are unsuccessful, IPEC's and
SpeedFam-IPEC's failure to redeem tendered Notes would constitute an event of
default under the indenture. This would in turn constitute a further default
under IPEC's existing credit facility and may constitute a default under the
terms of other indebtedness that IPEC or SpeedFam-IPEC may enter into from time
to time. In such circumstances, the subordination provisions in the indenture
would likely restrict payments to the holders of Notes.
Finally, the term "fundamental change" is limited to certain specified
transactions and may not include other events that might adversely affect the
financial condition of IPEC. The requirement that IPEC redeem the Notes upon a
fundamental change may not afford holders of the Notes protection in the event
of a highly leveraged transaction, reorganization, merger or similar transaction
involving IPEC. See "Description of Notes-Redemption at Option of the Holder."
A LIMITED PUBLIC MARKET EXISTS FOR THE NOTES. IPEC does not intend to list the
Notes on any national securities exchange or to seek the admission of the Notes
to trading in the Nasdaq system. The initial purchasers of the Notes may make a
market in the Notes and the underlying common stock. However, those initial
purchasers are not obligated to make a market and may discontinue any
market-making activities at any time without notice. In addition, those
market-making activities are subject to the limits imposed by the Securities Act
and the Exchange Act.
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Also, although the Notes have been designated for trading on The PORTAL Market,
Notes sold under this registration statement will no longer be eligible for
trading through The PORTAL Market. No assurance can be given that an active
trading market for the Notes will develop or, if a market develops, as to the
liquidity or sustainability of such market. If a trading market does not develop
or is not maintained, holders of the Notes may experience difficulty in
reselling, or an inability to sell, the Notes. If a market for the Notes
develops, any such market may be discontinued at any time. If a public trading
market develops for the Notes, future trading prices of the Notes will depend on
many factors, including:
- - prevailing interest rates;
- - IPEC's and SpeedFam-IPEC's operating results; and
- - the market for similar securities.
Depending on these and other factors, including the financial condition of IPEC
and SpeedFam-IPEC, the Notes may trade at a discount from the principal amount.
See " -- The price of the Notes is volatile."
THE PRICE OF THE NOTES IS VOLATILE. The market price of the Notes may be
significantly affected by the following factors:
- - quarter-to-quarter variations in the actual or anticipated financial
results of IPEC and SpeedFam-IPEC or of other companies in the
semiconductor industry, or in the markets served by IPEC and SpeedFam-IPEC;
- - announcements by IPEC and SpeedFam-IPEC or its competitors regarding new
product introductions;
- - changes in financial estimates by securities analysts;
- - changes in prevailing interest rates; and
- - general market conditions.
In addition, the stock market has experienced extreme price and volume
fluctuations that have particularly affected the market price for many high
technology companies and that have often been unrelated to the operating
performance of these companies. The market price of SpeedFam-IPEC's common stock
has fluctuated substantially in recent periods, from a low of $9.00 on September
10, 1998 to a high of $20.75 on January 20, 1999. On May 4, 1999, the reported
last sale price of SpeedFam-IPEC's common stock on the Nasdaq National Market
was $11.125. These broad market fluctuations may adversely affect the market
price of the Notes, and there can be no assurance that the market price of the
Notes will not decline below the levels prevailing at the time of this offering.
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RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED JUNE 30,
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to -- 9.2x -- -- --
fixed charges
</TABLE>
For the purpose of calculating the ratio of earnings to fixed charges, (1)
earnings consist of consolidated income (loss) from continuing operations before
income taxes plus fixed charges and (2) fixed charges consist of interest
expense incurred, amortization of debt expense and the portion of rental expense
under leases deemed by IPEC to be representative of the interest factor. For the
years ended June 30, 1994, 1996, 1997 and 1998, earnings were insufficient to
cover fixed charges by $9,730, $15,762, $8,133 and $15,762, respectively.
USE OF PROCEEDS
IPEC will not receive any of the proceeds from the sale of the Notes by the
selling securityholders.
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DESCRIPTION OF NOTES
The Notes are issued under an indenture, dated September 15, 1997, between
IPEC and State Street Bank and Trust Company of California, N.A., as trustee,
and a supplemental indenture, dated April 6, 1999, among IPEC, State Street Bank
and Trust Company of California, N.A., as trustee, and SpeedFam-IPEC, as
guarantor. A copy of the form of indenture and supplemental indenture will be
made available to prospective investors in the Notes upon request to IPEC, and
will be available for inspection during normal business hours at the corporate
trust office of the trustee.
The following summary of certain provisions of the indenture is not
complete. You should look at the indenture and the registration rights agreement
that are filed as exhibits to IPEC's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 and filed on November 13, 1997 and the
supplemental indenture that is filed as an exhibit to SpeedFam-IPEC's Quarterly
Report on Form 10-Q for the quarter ended February 28, 1999 and filed on April
14, 1999. All capitalized terms have the meanings specified in the indenture. In
this description of the Notes, the words "IPEC", "the Company", "we" or "us"
refer solely to Integrated Process Equipment Corp. and not its subsidiaries.
Wherever we refer to particular defined terms of the indenture or the form of
Note, such defined terms are incorporated by reference in this summary.
GENERAL
The Notes represent unsecured general obligations of the Company
subordinate in right of payment to certain other obligations of the Company as
described under "Subordination of Notes" and convertible into common stock as
described under "Conversion of Notes." The Notes are limited to $115,000,000
aggregate principal amount, are issued only in denominations of $1,000 multiples
and will mature on September 15, 2004 unless earlier redeemed at the option of
the Company or at the option of the holder upon a Fundamental Change.
The indenture does not contain any financial covenants or restrictions on
the payment of dividends, the incurrence of Senior Indebtedness or the issuance
or repurchase of securities of the Company. The indenture contains no covenants
or other provisions to afford protection to holders of the Notes in the event of
a highly leveraged transaction or a change in control of the Company except to
the extent described under "Redemption at Option of the Holder."
The Notes bear interest at the annual rate of 6-1/4% from September 17,
1997, payable semi-annually on March 15 and September 15, commencing on March
15, 1998, to holders of record at the close of business on the preceding March 1
and September 1, respectively, except as follows.
- - The interest payable upon redemption (unless the date of redemption is an
interest payment date) will be payable to the person to whom principal is
payable.
- - In the case of any Note that is converted into SpeedFam-IPEC common stock
during the period from (but excluding) a record date to (but excluding) the
next interest payment date, the following rules will apply.
- - If the Note has been called for redemption on a redemption date that occurs
during that period, or is to be redeemed in connection with a Fundamental
Change on a Repurchase Date that occurs during that period, the Company
will not be required to pay interest on that interest payment date in
respect of that Note.
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- - If otherwise, any Note submitted for conversion during that period will be
accompanied by funds equal to the interest payable on the succeeding
interest payment date on the principal amount so converted.
Interest may, at the Company's option, be paid by either of the following
methods:
- - check mailed to the address of the entitled person as it appears in the
Note register; or
- - transfer to an account maintained by the person located in the United
States;
provided, however, that payments to The Depository Trust Company, New York, New
York ("DTC") will be made by wire transfer of immediately available funds to the
account of DTC or its nominee. Interest will be computed on the basis of a
360-day year composed of twelve 30-day months.
GUARANTEE
All amounts payable by the Company under the indenture are unconditionally
guaranteed by SpeedFam-IPEC. All payments pursuant to the guarantee by
SpeedFam-IPEC are subordinated in right of payment to the prior payment in full
of all Guarantor Senior Indebtedness, to the same extent and manner that all
payments pursuant to the Notes are subordinated in right of payment to the prior
payment in full of all Senior Indebtedness of the Company. As of February 28,
1999, SpeedFam-IPEC had outstanding Guarantor Senior Indebtedness of
approximately $26,000.
CONVERSION OF NOTES
The holders of Notes will be entitled to convert any Notes (in
denominations of $1,000 multiples) into SpeedFam-IPEC's common stock, at the
conversion price of $54.93 per share, subject to adjustment as described below.
The Notes are convertible at any time after 90 days following the date of
original issuance through the close of business on the final maturity date of
the Notes, subject to prior redemption.
Except as described below, no payment or other adjustment will be made on
conversion of any Notes for accrued interest or for dividends on any common
stock issued. The Company is not required to cause the issuance of fractional
shares of common stock upon conversion of Notes and will instead pay a cash
adjustment based upon the market price of the common stock on the last business
day before the date of conversion. In the case of Notes called for redemption,
conversion rights will expire at the close of business on the business day
preceding the redemption date unless the Company defaults in the payment of the
redemption price. A Note in respect of which a holder is exercising its option
to require redemption upon a Fundamental Change may be converted only if the
holder withdraws its election to exercise its option in accordance with the
terms of the indenture.
The initial conversion price of $54.93 per share of common stock is subject
to adjustment under formulae set forth in the indenture in case of any of the
following events:
- - the issuance of SpeedFam-IPEC's common stock as a dividend or distribution;
- - the issuance to all holders of common stock of certain rights or warrants
to purchase common stock;
- - certain subdivisions and combinations of the common stock;
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- - the distribution to all holders of common stock of capital stock (other
than common stock), evidences of indebtedness of SpeedFam-IPEC or assets;
- - distributions of cash, excluding certain quarterly cash dividends;
- - certain payments in respect of a tender offer or exchange offer by
SpeedFam-IPEC or a subsidiary; and
- - payment in respect of certain tender offers or exchange offers by a person
other than SpeedFam-IPEC or a subsidiary in which, as of the closing date
of the offer, the board of directors is not recommending rejection of the
offer.
In case of either of the following events, if holders of common stock are
entitled to receive stock, other securities, other property or assets (including
cash) with respect to or in exchange for such common stock, the holders of the
Notes then outstanding will generally be entitled to convert their Notes into
the kind and amount of shares of stock, other securities or other property or
assets that they would have owned or been entitled to receive had the Notes been
converted into common stock immediately prior to the event, assuming that a
holder of Notes would not have exercised any rights of election as to the stock,
other securities or other property or assets:
- - any reclassification of the common stock; or
- - a consolidation, merger or combination involving SpeedFam-IPEC or a sale or
conveyance to another person of the property and assets of SpeedFam-IPEC as
an entirety or substantially as an entirety.
In the event of a taxable distribution to holders of common stock or in
certain other circumstances requiring conversion price adjustments, the holders
of Notes may, in certain circumstances, be deemed to have received a
distribution subject to United States income tax as a dividend; in certain other
circumstances, the absence of such an adjustment may result in a taxable
dividend to the holders of common stock.
The Company from time to time may to the extent permitted by law reduce the
conversion price by any amount for any period of at least 20 days, in which case
the Company will give at least 15 days' notice of the reduction, if the board of
directors has made a determination that the reduction would be in the best
interests of the Company. In addition, the Company may make reductions in the
conversion price as the board of directors deems advisable to avoid or diminish
any income tax to holders of common stock resulting from any dividend or
distribution of stock (or rights to acquire stock) or from any event treated as
such for income tax purposes.
No adjustment in the conversion price will be required unless the
adjustment would require a change of at least 1% in the conversion price then in
effect; provided that any adjustment that would otherwise be required to be made
will be carried forward and taken into account in any subsequent adjustment.
Except as stated above, the conversion price will not be adjusted for the
issuance of common stock or any securities convertible into or exchangeable for
common stock or carrying the right to purchase any of the foregoing.
OPTIONAL REDEMPTION BY THE COMPANY
The Notes are not entitled to any sinking fund. At any time on or after
September 20, 2000, the Company has the option to redeem the Notes on at least
30 days' notice at the following prices (expressed
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as a percentage of the principal amount), together with accrued interest to (but
excluding) the date fixed for redemption:
<TABLE>
<CAPTION>
TIME PERIOD REDEMPTION PRICE
<S> <C>
September 20, 2000 - September 14, 2001 103.571%
September 15, 2001 - September 14, 2002 102.679%
September 15, 2002 - September 14, 2003 101.786%
September 15, 2003 - September 14, 2004 100.893%
From September 15, 2004 100.000%
</TABLE>
If less than all of the outstanding Notes are to be redeemed, the trustee
will select the Notes to be redeemed in principal amounts of $1,000 multiples by
lot, pro rata or by another method the trustee considers fair and appropriate.
If a portion of a holder's Notes is selected for partial redemption and the
holder converts a portion of those Notes, the converted portion will be deemed
to be of the portion selected for redemption.
The Company may not give notice of any redemption of Notes if a default in
payment of interest or premium on the Notes or any other Event of Default has
occurred and is continuing.
REDEMPTION AT OPTION OF THE HOLDER
If a Fundamental Change occurs at any time prior to September 15, 2004,
each holder of Notes will have the right to require the Company to redeem the
holder's Notes on the date (the "Repurchase Date") that is 30 days after the
date of the Company's notice of the Fundamental Change. The Notes will be
redeemable in multiples of $1,000 principal amount.
The Company will redeem the Notes at a price expressed as a percentage of
the principal amount equal to:
<TABLE>
<CAPTION>
REPURCHASE DATE PRICE OF NOTES
<S> <C>
Before September 15, 1998 106.250%
September 15, 1998 to September 14, 1999 105.357%
September 15, 1999 to September 19, 2000 104.464%
After September 19, 2000 at the redemption price set forth under
"Optional Redemption by the Company" that
would be applicable to a redemption at
the option of the Company on the Repurchase
Date
</TABLE>
In each case, the Company will also pay accrued interest on the redeemed
Notes to, but excluding, the Repurchase Date; provided that, if the Repurchase
Date is an interest payment date, then the interest payable on that date will be
paid to the holder of record of the Notes on the relevant record date.
12
<PAGE> 14
The Company is required to mail to all holders of record of the Notes a
notice of the occurrence of a Fundamental Change and of the resulting redemption
right on or before the tenth day after the occurrence of such Fundamental
Change. The Company is also required to deliver the trustee a copy of that
notice. To exercise the redemption right, a holder of Notes must deliver, on or
before the 30th day after the date of the Company's notice of a Fundamental
Change (the "Fundamental Change Expiration Time"), written notice of the
holder's exercise of the right, together with the Notes to be so redeemed, duly
endorsed for transfer, to the Company (or an agent designated by the Company for
such purpose). Payment for Notes surrendered for redemption (and not withdrawn)
prior to the Fundamental Change Expiration Time will be made promptly following
the Repurchase Date.
The Company will comply with the provisions of Rule 13e-4 and any other
tender offer rules under the Exchange Act to the extent then applicable in
connection with the redemption rights of the holders of Notes in the event of a
Fundamental Change.
The redemption rights of the holders of Notes could discourage a potential
acquiror of the Company. The Fundamental Change redemption feature, however, is
not the result of management's knowledge of any specific effort to obtain
control of the Company by means of a merger, tender offer, solicitation or
otherwise, or part of a plan by management to adopt a series of anti-takeover
provisions.
SUBORDINATION OF NOTES
The indebtedness evidenced by the Notes is subordinated to the extent
provided in the indenture to the prior payment in full of all Senior
Indebtedness of the Company and SpeedFam-IPEC. The Notes also are effectively
subordinated to all indebtedness and other liabilities, including trade payables
and lease obligations, if any, of the Company's subsidiaries.
Upon any distribution of assets of the Company or SpeedFam-IPEC upon any
dissolution, winding up, liquidation or reorganization, payments on the Notes
are to be subordinated to the prior payment in full in cash of all Senior
Indebtedness. In the event of any acceleration of the Notes because of an Event
of Default, the holders of any Senior Indebtedness then outstanding would be
entitled to payment in full in cash of all Senior Indebtedness before the
holders of the Notes are entitled to receive any payment or distribution. The
indenture requires that the Company promptly notify holders of Senior
Indebtedness if payment of the Notes is accelerated because of an Event of
Default.
The Company also may not make any payment upon the Notes (including upon
redemption) in case of either of the following:
- - a default in the payment of Senior Indebtedness occurs and is continuing
beyond any applicable period of grace (a "Payment Default"); or
- - any other default occurs and is continuing with respect to Designated
Senior Indebtedness that permits holders of the Designated Senior
Indebtedness to accelerate its maturity and the trustee receives a notice
of such default (a "Payment Blockage Notice") from the Company or other
person permitted to give such notice under the indenture (a "Non-Payment
Default").
Payments on the Notes may and will be resumed as follows:
- - in case of a Payment Default, upon the date on which the default is cured
or waived or ceases to exist; and
13
<PAGE> 15
- - in case of a Non-Payment Default, the earlier of the date on which the
Non-Payment Default is cured or waived or ceases to exist or 179 days after
the date on which the applicable Payment Blockage Notice is received.
No new period of payment blockage may be started pursuant to a Payment Blockage
Notice unless and until both of the following occur:
- - 365 days have elapsed since the initial effectiveness of the immediately
prior Payment Blockage Notice; and
- - all scheduled payments on the Notes that have come due have been paid in
full in cash.
No Non-Payment Default that existed or was continuing on the date of delivery of
any Payment Blockage Notice to the trustee can be the basis for a subsequent
Payment Blockage Notice.
In the event that the trustee or any holder of the Notes receives any
payment or distribution of assets of the Company in contravention of any of the
subordination provisions of the indenture before all Senior Indebtedness is paid
in full, then that payment or distribution will be held by the recipient in
trust for the benefit of holders of Senior Indebtedness to the extent necessary
to make payment in full of all Senior Indebtedness.
By reason of the subordination provisions described above, in the event of
the Company's bankruptcy, dissolution or reorganization, holders of Senior
Indebtedness may receive more, ratably, and holders of the Notes may receive
less, ratably, than the other creditors of the Company. The subordination will
not prevent the occurrence of any Event of Default under the indenture.
The Company is obligated to pay reasonable compensation to the trustee and
to indemnify the trustee against certain losses, liabilities or expenses
incurred by it in connection with its duties relating to the Notes. The
trustee's claims for those payments will generally be senior to those of the
holders of the Notes in respect of all funds collected or held by the trustee.
EVENTS OF DEFAULT; NOTICE AND WAIVER
If an Event of Default has occurred and is continuing, the trustee or the
holders of not less than 25% in principal amount of the Notes then outstanding
may declare the principal of, premium, if any, and accrued interest (including
liquidated damages, if any) on the Notes to be due and payable immediately. In
the case of certain events of bankruptcy or insolvency of the Company, the
principal of, premium, if any, and accrued interest (including liquidated
damages, if any) on the Notes will automatically become immediately due and
payable. However, if the Company cures all defaults (except the nonpayment of
principal of, premium, if any, and interest (including liquidated damages, if
any) on any of the Notes that have become due by acceleration and certain other
conditions are met, with certain exceptions, the declaration may be canceled and
past defaults may be waived by the holders of a majority of the principal amount
of the Notes then outstanding.
The indenture provides that any payment of principal, premium, if any, or
interest (including liquidated damages, if any) that is not made when due will
accrue interest, to the extent legally permissible, at the annual rate set forth
on the cover page hereof from the date on which the payment was required under
the terms of the indenture until the date of payment.
14
<PAGE> 16
The holders of a majority in principal amount of the Notes then outstanding
have the right to direct the time, method and place of conducting any
proceedings for any remedy available to the trustee, subject to certain
limitations specified in the indenture.
The indenture provides that no holder of the Notes may pursue any remedy on
the Notes, except for a default in the payment of principal, premium, if any
(including upon redemption), or interest (including liquidated damages, if any),
unless all of the following conditions are satisfied:
- - the holder has previously given to the trustee written notice of a
continuing Event of Default;
- - the holders of at least 25% in principal amount of the outstanding Notes
have made a written request, and offered reasonable indemnity, to the
trustee to pursue the remedy; and
- - the trustee has not received from the holders of a majority in principal
amount of the outstanding Notes a direction inconsistent with the request
and has failed to comply with the request within 60 days after receipt of
the request.
MODIFICATION OF THE INDENTURE
The indenture contains provisions permitting the Company and the trustee,
with the consent of the holders of a majority in principal amount of the Notes
at the time outstanding, to modify the indenture or any supplemental indenture
or the rights of the holders of the Notes, except that no such modification may
do any of the following without the consent of each holder of a Note so
affected:
- - extend the fixed maturity of any Note;
- - reduce the rate or extend the time for payment of interest on the Notes;
- - reduce the principal amount of the Notes or premium, if any, on the Notes;
- - reduce any amount payable upon redemption of the Notes;
- - change the obligation of the Company to redeem any Note upon the happening
of any Fundamental Change in a manner adverse to the holders of the Notes;
- - impair the right of a holder to institute suit for the payment of the
Notes;
- - change the currency in which the Notes are payable;
- - impair the right to convert the Notes into common stock subject to the
terms set forth in the indenture; or
- - modify the provisions of the indenture with respect to the subordination of
the Notes in a manner adverse to the holders of the Notes in any material
respect.
Also, any modification to reduce the percentage of Notes whose holders are
required to consent to any modification of the indenture or any such
supplemental indenture requires the consent of the holders of all of the Notes
then outstanding.
The Indenture also provides for certain modifications of its terms without
the consent of the holders of the Notes.
15
<PAGE> 17
REGISTRATION RIGHTS OF THE NOTEHOLDERS
The Company has agreed to file with the Commission a shelf registration
statement (of which this prospectus is a part) covering resales by holders of
the Notes and the common stock issuable upon conversion of the Notes within 90
days after the date of original issuance of the Notes. The Company has agreed to
use reasonable efforts to cause the shelf registration statement to become
effective as promptly as is practicable and to keep the shelf registration
statement effective until the earlier of (1) the sale pursuant to the shelf
registration statement of all the securities registered thereunder and (2) the
expiration of the holding period applicable to such securities pursuant to Rule
144(k) under the Securities Act or any successor provision.
The Company will be permitted to suspend the use of this prospectus for a
period not to exceed 30 days in any three-month period, or not to exceed an
aggregate of 60 days in any 12-month period under certain circumstances relating
to pending corporate developments, public filings with the Commission and
similar events. The Company has agreed to pay predetermined liquidated damages
to those holders of Notes and those holders of common stock issued upon
conversion of the Notes who have requested to sell pursuant to the shelf
registration statement if the shelf registration statement was not timely filed
or if the prospectus is unavailable for periods in excess of those permitted
above. The Company has further agreed, if the failure to file or unavailability
continues for an additional 30-day period, to pay predetermined liquidated
damages to all holders of Notes and all holders of common stock issued upon
conversion of the Notes, whether or not such holder has requested to sell
pursuant to the shelf registration statement. A holder who sells the Notes or
the common stock issued upon conversion of the Notes pursuant to the shelf
registration statement generally will be required to be named as a selling
stockholder in the related prospectus, deliver a prospectus to purchasers and be
bound by those provisions of the registration rights agreement that are
applicable to the holder (including certain indemnification provisions). The
Company will pay all expenses of the shelf registration statement, provide to
each registered holder copies of the prospectus, notify each registered holder
when the shelf registration statement has become effective and take certain
other actions as are required to permit, subject to the foregoing, unrestricted
resales of the Notes or the common stock.
RULE 144A INFORMATION REQUIREMENT
The Company has agreed to furnish to the holders or beneficial holders of
the Notes or the underlying common stock and prospective purchasers of the Notes
or the underlying common stock designated by the holders of the Notes or the
underlying common stock, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act until such time
as the securities are no longer "restricted securities" within the meaning of
Rule 144 under the Securities Act (assuming the securities have not been owned
by an affiliate of the Company).
INFORMATION CONCERNING THE TRUSTEE
State Street Bank and Trust Company of California, N.A., as trustee under
the indenture, has been appointed by the Company as paying agent, conversion
agent, registrar and custodian with regard to the Notes.
ADDITIONAL INFORMATION
Anyone who receives this prospectus may obtain copies of the indenture and
the registration rights agreement without charge by writing to Investor
Relations, Integrated Process Equipment Corp., 4717 East Hilton Avenue, Phoenix,
AZ 85034 or by telephoning (602) 517-7200.
16
<PAGE> 18
SELLING SECURITYHOLDERS
The following table contains information about the principal amounts of
Notes and underlying common stock beneficially owned by each selling
securityholder that may be offered pursuant to this Prospectus. This information
has been obtained from the selling securityholders. None of the selling
securityholders has, or within the past three years has had, any position,
office or other material relationship with IPEC or any of its predecessors or
affiliates, except as noted below.
<TABLE>
<CAPTION>
SELLING SECURITYHOLDER PRINCIPAL AMOUNT OF NUMBER OF SHARES
NOTES BENEFICIALLY OF SPEEDFAM-IPEC
OWNED AND OFFERED COMMON STOCK
HERE BENEFICIALLY
OWNED (1)(2)
- ------------------------------------ ---------------------- -------------------
<S> <C> <C>
MITSUI TRUST & BANKING CO., LTD. 1,630,000 29,674
ANY OTHER HOLDER OF NOTES OR 113,370,000 2,063,899
FUTURE TRANSFEREE FROM ANY
SUCH HOLDER (3)(4)
TOTAL: 115,000,000 2,093,573
</TABLE>
(1) Includes shares of SpeedFam-IPEC common stock issuable upon conversion of
the Notes.
(2) Assumes a conversion price of $54.93 per share, and a cash payment in lieu
of any fractional share interest. However, this conversion price is subject
to adjustment as described under "Description of Notes -- Conversion." As a
result, the number of shares of SpeedFam-IPEC common stock issuable upon
conversion of the Notes may increase or decrease in the future. Under the
terms of the Indenture, fractional shares will not be issued upon
conversion of the Notes; cash will be paid in lieu of fractional shares, if
any.
(3) Information concerning other selling securityholders will be set forth in
prospectus supplements, if required.
(4) Assumes that any other holders of Notes, their future transferees,
pledgees, donees or successors does not beneficially own any common stock
other than the common stock issuable upon conversion of the Notes at the
initial conversion rate.
We originally issued the Notes in a private placement in September, 1997.
The Notes were resold by the initial purchasers, in a transaction exempt from
the registration requirements of the Securities Act, to qualified institutional
buyers (as defined in Rule 144A under the Securities Act) or other institutional
accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under
Regulation D of the Securities Act). The selling securityholders including their
transferees, pledgees, donees or their successors) may offer and sell pursuant
to this prospectus any or all of the Notes in the future.
The selling securityholders identified above may have sold or transferred,
in transactions exempt from the registration requirements of the Securities Act,
all or a portion of their Notes since the date on which the information in the
above table is presented. Information concerning the selling securityholders may
change over time. Any changed information will be set forth
17
<PAGE> 19
in supplements to this prospectus.
Because the selling securityholders may offer all or some of their Notes
from time to time, we cannot estimate the amount of Notes that will be held by
the selling securityholders upon the termination of any of these sales. In
addition, the selling securityholders identified above may have sold,
transferred or otherwise disposed of all or a portion of their Notes since the
date on which they provided the information regarding their Notes in
transactions exempt from the registration requirements of the Securities Act.
See "Plan of Distribution."
From time to time, Morgan Stanley & Co. Incorporated, Hambrecht & Quist
LLC, Prudential Securities Incorporated and UBS Securities LLC have provided,
and continue to provide, investment banking services to IPEC, for which they
received or will receive customer fees. None of the other selling
securityholders has had any position, office or other material relationship with
IPEC or its affiliates within the last three years.
IPEC will pay the expenses of registering the Notes being sold in this
registration statement.
18
<PAGE> 20
PLAN OF DISTRIBUTION
IPEC will not receive any of the proceeds of the sale of the Notes and the
underlying common stock offered by this prospectus. The Notes and the underlying
common stock may be sold from time to time to purchasers:
- directly by the selling securityholders;
- through underwriters, broker-dealers or agents who may receive
compensation in the form of discounts, concessions or commissions from
the selling securityholders or the purchasers of the Notes and the
underlying common stock.
The selling securityholders and any such broker-dealers or agents who
participate in the distribution of the Notes and the underlying common stock may
be deemed to be "underwriters." As a result, any profits on the sale of the
Notes and underlying common stock by selling securityholders and any discounts,
commissions or concessions received by any broker-dealers or agents might be
deemed to be underwriting discounts and commissions under the Securities Act. If
the selling securityholders were to be deemed underwriters, the selling
securityholders may be subject to certain statutory liabilities of, including,
but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Exchange Act.
If the Notes and underlying common stock are sold through underwriters or
broker-dealers, the selling securityholders will be responsible for underwriting
discounts or commissions or agent's commissions.
The Notes and underlying common stock may be sold in one or more
transactions at:
- fixed prices;
- prevailing market prices at the time of sale;
- varying prices determined at the time of sale; or
- negotiated prices.
These sales may be effected in transactions:
- on any national securities exchange or quotation service on which the
Notes and underlying common stock may be listed or quoted at the time
of the sale;
- in the over-the-counter market;
- in transactions otherwise than on such exchanges or services or in the
over-the-counter market; or
- through the writing of options.
In connection with sales of the Notes and underlying common stock or
otherwise, the selling securityholders may enter into hedging transactions with
broker-dealers. These broker-dealers may in turn engage in short sales of the
Notes and underlying common stock in the course of hedging their positions. The
selling securityholders may also sell the Notes and underlying common stock
short and deliver Notes and underlying common stock to close out short
positions, or loan or pledge Notes and underlying common stock to broker-dealers
that in turn may sell the Notes and underlying common stock.
To our knowledge, there are currently no plans, arrangement or
understandings between any selling securityholders and any underwriter,
broker-dealer or agent regarding the sale of the Notes and the underlying common
stock by the selling securityholders. Selling securityholders may not sell any
or all of the Notes and the underlying common stock offered by it pursuant to
this prospectus. In addition,
19
<PAGE> 21
IPEC cannot assure you that any such selling securityholder will not transfer,
devise or gift the Notes and the underlying common stock by other means not
described in this prospectus.
At any time a particular offer of the Notes and common stock is made, a
revised prospectus or prospectus supplement, if required, will be distributed
which will set forth the aggregate amount and type of securities being offered
and the terms of the offering, including the name or names of any underwriters,
dealers or agents, any discounts, commissions, concessions and other items
constituting compensation from the selling securityholders and any discounts,
commissions or concessions allowed or reallowed or paid to dealers. Such
prospectus supplement and, if necessary, a post-effective amendment to the
registration statement of which this prospectus is a part, will be filed with
the Commission to reflect the disclosure of additional information with respect
to the distribution of the Notes and common stock. In addition, the Notes and
common stock covered by this prospectus may be sold in private transactions or
under Rule 144 rather than pursuant to this prospectus.
The selling securityholders and any other person participating in such
distribution will be subject to the Exchange Act. The Exchange Act rules
include, without limitation, Regulation M, which may limit the timing of
purchases and sales of any of the Notes and the underlying common stock by the
selling securityholders and any other such person. In addition, Regulation M of
the Exchange Act may restrict the ability of any person engaged in the
distribution of the Notes and the underlying common stock to engage in
market-making activities with respect to the particular Notes and the underlying
common stock being distributed for a period of up to five business days prior to
the commencement of such distribution. This may affect the marketability of the
Notes and the underlying common stock and the ability of any person or entity to
engage in market-making activities with respect to the Notes and the underlying
common stock.
Pursuant to the Registration Rights Agreement entered into in connection
with the offer and sale of the Notes by IPEC, IPEC and the selling
securityholders will be indemnified by the other against certain liabilities,
including certain liabilities under the Securities Act or will be entitled to
contribution in connection with these liabilities.
IPEC has agreed to pay substantially all of the expenses incidental to the
registration, offering and sale of the Notes and underlying common stock to the
public other than commissions, fees and discounts of underwriters, brokers,
dealers and agents.
LEGAL MATTERS
The validity of the issuance of the Notes and the underlying common stock
offered hereby has been passed upon for IPEC by Wilson Sonsini Goodrich &
Rosati, P.C., Palo Alto, California.
EXPERTS
The consolidated financial statements of IPEC and subsidiaries as of June
30, 1998 and 1997, and for each of the years in the three-year period ended June
30, 1998, have been incorporated by reference herein in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The consolidated financial statements of SpeedFam-IPEC and subsidiaries as
of May 31, 1998 and 1997, and for each of the years in the three-year period
ended May 31, 1998, have been incorporated by reference herein in reliance upon
the report of KPMG LLP, independent certified public
20
<PAGE> 22
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
SpeedFam-IPEC files annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission. Until April
7, 1999, IPEC also filed annual, quarterly and current reports, proxy statements
and other information with the Commission. You may read and copy the reports,
proxy statements and other information at the Commission's public reference room
in Washington, D.C. You can request copies of these documents, upon payment of a
duplicating fee, by writing to the Commission. Please call the Commission at
1-800-SEC-0330 for more information on the public reference rooms. You can also
find these documents on the Commission's Web site at www.sec.gov.
SpeedFam-IPEC and IPEC have elected to "incorporate by reference" into this
document other documents filed with the Commission by them. SpeedFam-IPEC can
disclose important information to you by referring to those other documents. As
allowed by the Commission, the documents that are incorporated by reference are
considered to be part of this document.
SpeedFam-IPEC incorporates by reference the following documents previously
filed with the Commission (File No. 0-26784) and any future filings it will make
with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus:
1. SpeedFam-IPEC's Annual Report on Form 10-K for the fiscal year ended
May 31, 1998, as amended;
2. SpeedFam-IPEC's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1998, as amended;
3. SpeedFam-IPEC's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1998, as amended;
4. SpeedFam-IPEC's Current Report on Form 8-K dated November 23, 1998;
and
5. SpeedFam-IPEC's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1999.
IPEC incorporates by reference the following documents previously filed
with the Commission (File No. 0-20470) and any future filings it will make with
the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus:
1. IPEC's Annual Report on Form 10-K for the fiscal year ended June 30,
1998, as amended;
2. IPEC's Quarterly Report on Form 10-Q for the quarter ended September
30, 1998, as amended;
3. IPEC's Current Report on Form 8-K dated November 23, 1998;
4. IPEC's Quarterly Report on Form 10-Q for the quarter ended December
31, 1998, as amended;
5. IPEC's Current Report on Form 8-K dated January 27, 1999; and
6. IPEC's Current Report on Form 8-K dated January 28, 1999.
Information in this prospectus supersedes information incorporated by
reference that SpeedFam-IPEC or IPEC filed with the Commission prior to the date
of this prospectus. Information SpeedFam-IPEC files later with the Commission
will automatically update and, in some cases, supersede this information.
This prospectus is accompanied by IPEC's Form 10-K for the fiscal year
ended June 30, 1998 and SpeedFam-IPEC's Form 10-K for the fiscal year ended May
31, 1998 and Form 10-Q for the quarter ended February 28, 1999.
21
<PAGE> 23
FORWARD LOOKING STATEMENTS
Certain statements made in this prospectus are forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Any statements contained or incorporated by reference in this
document, including statements to the effect that SpeedFam-IPEC, IPEC or their
respective management "believes," "expects," "anticipates," "plans," "may,"
"will," "projects," "continues" or "estimates," or statements concerning
"potential," or "opportunity" or other variations of these words that are not
statements of historical fact should be considered forward-looking statements.
Actual results could differ materially and adversely from those expressed or
implied in such forward-looking statements as a result of certain factors,
including those discussed in "Risk Factors" beginning on page 5, which you
should carefully review.
22
<PAGE> 24
- --------------------------------------------------------------------------------
You may rely on the information contained in this prospectus. We have not
authorized anyone to provide information different from that contained in this
prospectus. Neither the delivery of this prospectus nor sale of notes means that
information contained in this prospectus is correct after the date of this
prospectus. This prospectus is not an offer to sell or solicitation of an offer
to buy these notes in any circumstances under which the offer or solicitation is
unlawful.
---------------
TABLE OF CONTENTS
---------------
PAGE
----
How to Get More Information.......................... 2
The Company.......................................... 2
The Offering......................................... 4
Risk Factors......................................... 5
Ratio of Earnings to Fixed Charges................... 8
Use of Proceeds...................................... 8
Description of Notes................................. 9
Selling Securityholders.............................. 17
Plan of Distribution................................. 19
Legal Matters........................................ 20
Experts.............................................. 20
- --------------------------------------------------------------------------------
$115,000,000
INTEGRATED PROCESS
EQUIPMENT CORP.
Issuer
SPEEDFAM-IPEC, INC.
Guarantor
6 1/4% CONVERTIBLE
SUBORDINATED NOTES DUE
SEPTEMBER 15, 2004
------------
PROSPECTUS
------------
_________, 1999
- --------------------------------------------------------------------------------
<PAGE> 25
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses payable by the
Registrant in connection with the sale and distribution of the securities being
registered hereby. Normal commission expenses and brokerage fees are payable
individually by the Selling Securityholders. All amounts are estimated except
the Securities and Exchange Commission registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $31,970
Accounting fees and expenses 10,000
Legal fees and expenses 10,000
Miscellaneous 5,000
-------
Total. $56,970
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's Board of Directors to grant indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Company's Certificate of
Incorporation, as amended, and the Bylaws, as amended, provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the Delaware General Corporation law. In addition,
the Company has entered into Indemnification Agreements with its officers and
directors. The Company also currently maintains an officers' and directors'
liability insurance policy which insures, subject to the exclusions and
limitations of the policy, officers and directors of the Company against certain
liabilities which might be incurred by them solely in such capacities.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
II-1
<PAGE> 26
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits, filed previously or incorporated by reference
herein:
Exhibit
Number Exhibit Title
------ -------------
2.1 Stock Purchase Agreement among the Company, William
Reiersgaard and GAARD Automation Inc., dated effective October
30, 1995. Incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K for reporting date
October 30, 1995 and filed November 14, 1995 (File No.
0-20470).
2.2 Asset Purchase Agreement between the Company and Hughes
Danbury Optical Systems, Inc., dated effective December 29,
1995. Incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K for reporting date
December 29, 1995 and filed January 13, 1996 (File No.
0-20470).
2.3 Agreement and Plan of Merger, dated November 19, 1998, by and
among the Company, SpeedFam International, Inc. and SpeedFam,
Inc., a wholly owned subsidiary of SpeedFam International,
Inc. Incorporated by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K for reporting date November 19,
1998 and filed November 23, 1998 (File No. 0-20470).
4.1 Stockholders' Agreement, dated as of August 31, 1993 among the
Company, Harold C. Baldauf ("HCB") and Janet A. Baldauf
("JAB"). Incorporated by reference to Exhibit 10.22 to the
1993 Form 10-KSB.
4.2 Purchase Agreement, between the Company and Morgan Stanley &
Co. Incorporated, acting on behalf of MS, Hambrecht & Quist
LLC, Prudential Securities Incorporated and UBS Securities LLC
(collectively, the "Initial Purchasers"), dated September 11,
1997. Incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for reporting date
September 30, 1997 and filed on November 13, 1997.
4.3 Indenture between the Company and State Street Bank and Trust
Company of California, N.A., dated as of September 15, 1997.
Incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for reporting date September 30,
1997 and filed on November 13, 1997.
4.4 Registration Rights Agreement between the Company and the
Initial Purchasers, dated September 15, 1997. Incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for reporting date September 30, 1997 and filed on
November 13, 1997.
4.5 Specimen of 6 1/4% Convertible Subordinated Note due 2004
issued by the Company on September 17, 1997 in the amount of
$115,000,000. Incorporated by reference to Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for reporting date
September 30, 1997 and filed on November 13, 1997.
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
12.1* Computation of Ratio of Earnings to Fixed Charges
23.1* Consent of KPMG LLP.
23.2* Consent of KPMG LLP.
23.3* Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in
Exhibit 5.1 above).
24.1* Power of Attorney. (see p. II-6)
II-2
<PAGE> 27
24.2* Power of Attorney. (see p. II-8)
25.1 Statement of Eligibility and Qualification Under the Trust
Indenture Act of 1939 of a Corporation designated to act as
Trustee on Form T-1. Incorporated by reference to Exhibit 25.1
to the Company's Registration Statement on Form S-3 filed on
December 16, 1997.
-------------------------------
* Filed herewith
II-3
<PAGE> 28
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply
if this Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that such a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
II-4
<PAGE> 29
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-5
<PAGE> 30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized:
INTEGRATED PROCESS EQUIPMENT CORP.
a Delaware Corporation
By: /s/ Roger K. Marach
--------------------------------------
Roger K. Marach
Chief Financial Officer, Treasurer and
Assistant Secretary
Date: May 5, 1999
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard J. Faubert and Roger K. Marach,
jointly and severally his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ James N. Farley Co-Chairman of the Board May 5, 1999
- -------------------
James N. Farley
/s/ Sanjeev R. Chitre Co-Chairman of the Board May 5, 1999
- ---------------------
Sanjeev R. Chitre
/s/ Richard J. Faubert
- ---------------------- President, Chief Executive Officer and May 5, 1999
Richard J. Faubert Director
/s/ Roger K. Marach
- --------------------- Chief Financial Officer, Treasurer and May 5, 1999
Roger K. Marach Assistant Secretary
</TABLE>
II-6
<PAGE> 31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized:
SPEEDFAM-IPEC, INC.
An Illinois Corporation
By: /s/ Roger K. Marach
--------------------------------
Roger K. Marach
Chief Financial Officer, Treasurer and
Assistant Secretary
Date: May 5, 1999
II-7
<PAGE> 32
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard J. Faubert and Roger K. Marach,
jointly and severally his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ James N. Farley Co-Chairman of the Board May 5, 1999
- ---------------------------
James N. Farley
/s/ Sanjeev R. Chitre Co-Chairman of the Board May 5, 1999
- ---------------------------
Sanjeev R. Chitre
- --------------------------- Vice Chairman of the Board and Director May ___, 1999
Makoto Kouzuma
/s/ Richard J. Faubert President, Chief Executive Officer and May 5, 1999
- --------------------------- Director
Richard J. Faubert
/s/ Roger K. Marach Chief Financial Officer, Treasurer and May 5, 1999
- ---------------------------
Roger K. Marach Assistant Secretary
- --------------------------- Director May ___, 1999
Neil R. Bonke
/s/ William J. Freschi Director May 5, 1999
- ---------------------------
William J. Freschi
/s/ Richard S. Hill Director May 5, 1999
- ---------------------------
Richard S. Hill
/s/ Kenneth Levy Director May 5, 1999
- ----------------------------
Kenneth Levy
/s/ Roger D. McDaniel Director May 5, 1999
- ----------------------------
Roger D. McDaniel
</TABLE>
II-8
<PAGE> 33
EXHIBIT INDEX
Exhibit Number Exhibit Title
- -------------- -------------
5.1* Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
12.1* Computation of Ratio of Earnings to Fixed Charges
23.1* Consent of KPMG LLP.
23.2* Consent of KPMG LLP.
23.3* Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in
Exhibit 5.1 above).
24.1* Power of Attorney. (see p. II-6)
24.2* Power of Attorney. (see p. II-8)
- -------------------------------
* Filed herewith
II-9
<PAGE> 1
Exhibit 5.1
May 5, 1999
Integrated Process Equipment Corp.
911 Bern Court
San Jose, California 95122
Re: Registration Statement on Form S-2
Gentlemen:
We have examined the Registration Statement on Form S-2 to be filed by
Integrated Process Equipment Corp. (the "Company") with the Securities and
Exchange Commission on or about May 5, 1999 (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of $115,000,000 aggregate principal amount of 6-1/4% Convertible Subordinated
Notes (the "Registrable Notes") of the Company due September 15, 2004.
It is our opinion that the Registrable Notes are valid and binding
obligations of the Company enforceable in accordance with their terms, subject
to applicable bankruptcy or similar laws affecting creditors' rights generally
and general principles of equity.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, the prospectus constituting a part thereof and any amendments thereto
which have been approved by us.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE> 1
Exhibit 12.1
INTEGRATED PROCESS EQUIPMENT CORP.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
FOR THE YEAR ENDED JUNE 30,
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
In thousands , except ratio data
Pre-tax income (loss) from continuing (9,730) 10,670 (15,762) (8,133) (15,762)
operations
Fixed charges:
Interest expense 941 879 2,031 1,707 2,031
Amortization of debt expense 4,256 213 -- -- --
Rentals 156 210 544 858 1,122
Total fixed charges 5,353 1,302 2,575 2,565 3,153
Earnings before income taxes and $(4,377) $11,972 $(13,187) $(5,568) (18,915)
fixed charges
---------------------------------------------------------
Ratio of earnings to fixed charges -- 9.2x -- -- --
</TABLE>
For the purpose of calculating the ratio of earnings to fixed charges,
(i) earnings consist of consolidated income (loss) from continuing operations
before income taxes plus fixed charges and (ii) fixed charges consist of
interest expense incurred, amortization of debt expense and the portion of
rental expense under leases deemed by the Company to be representative of the
interest factor. For the years ended June 30, 1994, 1996, 1997 and 1998,
earnings were insufficient to cover fixed charges by $9,730, $15,762, $8,133 and
15,762, respectively.
<PAGE> 1
Exhibit 23.1
CONSENT OF KPMG LLP, INDEPENDENT AUDITORS
The Board of Directors
Integrated Process Equipment Corp.
We consent to incorporation by reference in the Registration Statement
on Form S-2 of Integrated Process Equipment Corp. of our report dated August 4,
1998, relating to the consolidated balance sheets of Integrated Process
Equipment Corp. and subsidiaries as of June 30, 1998 and 1997, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended June 30, 1998, which
report appears in the June 30, 1998 Annual Report on Form 10-K of Integrated
Process Equipment Corp.
/s/ KPMG LLP
Phoenix, Arizona
May 5, 1999
<PAGE> 1
Exhibit 23.2
CONSENT OF KPMG LLP, INDEPENDENT AUDITORS
The Board of Directors
Integrated Process Equipment Corp.
We consent to incorporation by reference in the registration statement
on Form S-2 of Integrated Process Equipment Corp. of our reports dated June 26,
1998, relating to the consolidated balance sheets of SpeedFam International,
Inc. and subsidiaries as of May 31, 1998 and 1997, and the related consolidated
statements of earnings, stockholders' equity, and cash flows for each of the
years in the three-year period ended May 31, 1998, and related schedule, and the
consolidated balance sheets of SpeedFam Co., Ltd. and subsidiaries as of April
30, 1998 and 1997, and the related consolidated statement of earnings,
stockholder's equity and cash flows for each of the years in the three-year
period ended April 30, 1998, which reports appear in the 1998 Annual Report on
Form 10-K of SpeedFam International, Inc.
/s/ KPMG LLP
May 5, 1999
Chicago, Illinois
