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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 15, 1999
INTEGRATED PROCESS EQUIPMENT CORP.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-20470 77-0296222
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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911 BERN COURT
SAN JOSE, CA 95112
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(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 436-2170
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 5. Other Events
On January 15, 1999, the Company entered into an Amended and Restated License
Agreement under which the Company, as licensee, licenses the right to
manufacture CMP machines employing certain orbital motion technology of the
licensor.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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4.1 *Amended and Restated License Agreement dated January 15, 1999.
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* Portions of this document have been omitted pursuant to a request for
confidential treatment. These portions have been filed separately with the
Securities and Exchange Commission.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
Integrated Process Equipment Corp. has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Integrated Process Equipment Corp.
By: /s/ John S. Hodgson
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John S. Hodgson
Vice President and Chief Financial Officer
Date: January 28, 1999
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EXHIBIT INDEX
Exhibit Description
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4.1 Amended and Restated License Agreement dated January 15, 1999.
* Portions of this document have been omitted pursuant to a request for
confidential treatment. These portions have been filed separately with the
Securities and Exchange Commission.
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EXHIBIT 4.1
AMENDED AND RESTATED LICENSE AGREEMENT
This Amended and Restated License Agreement ("Agreement") is entered into as of
January 15, 1999 by and between Integrated Process Equipment Corp. ("IPEC") and
* [REDACTED] ("Licensor"). This Agreement supersedes the subsections entitled
"LICENSES GRANTED TO SELLER" and "INTELLECTUAL PROPERTY OWNERSHIP" of Section
B.1.7 to Addendum B of the Corporate Equipment and Services Purchase Agreement,
Agreement Number C-04536, dated April 1, 1996 (the "Purchase Agreement") and
the letter agreement between the parties dated November 16, 1998 concerning
clarification of the Purchase Agreement, including Attachment A thereto.
1. LICENSES GRANTED TO IPEC
(a) Licensor grants to IPEC, under Licensor's patents and patent
applications identified in Exhibit A, a worldwide, nonexclusive,
non-transferable, royalty-free license, without the right to sub-license, to
use, make, have made, offer to sell, sell, and import any Microplanarizer
product.
(b) Licensor grants to IPEC, under Licensor's copyrights and Licensor's
trade secrets embodied in or incorporated into the AvantGaard 676
Microplanarizer product, a worldwide, nonexclusive, non-transferable,
royalty-free license, without the right to sub-license, to use, copy, and modify
Licensor's technical information for the sole purpose of using, making, having
made, offering to sell, selling, and importing any Microplanarizer product.
Licensor agrees not to license Licensor's copyrights and Licensor's trade
secrets embodied in or incorporated into the AvantGaard 676 Microplanarizer
product to any third party for the purpose of manufacturing products that are
substitutes for such Microplanarizer product; provided, however, that Licensor
may license Licensor's copyrights and Licensor's trade secrets embodied in or
incorporated into such Microplanarizer product to any third party for any other
purpose.
(c) Except as expressly provided in this Agreement, no manufacturing
process, technology related patents, trade secrets or other process technology
related intellectual property rights of Licensor shall be transferred or
licensed under this Agreement.
(d) Except as expressly provided in this Agreement, no other licenses are
granted either directly or by implication, estoppel or otherwise.
(e) The licenses granted hereunder shall survive termination of the
Corporate Equipment and Services Purchase Agreements, Agreement Numbers
C-04122 and C-04536, dated October 18, 1995 and April 1, 1996, respectively
(the "Purchase Agreements"), so long as IPEC (or its successor company)
complies with the rights, obligations, terms and conditions of the Purchase
Agreements,including all Parts and Addenda thereto.
2. INTELLECTUAL PROPERTY OWNERSHIP
(a) Licensor owns, and will continue to own, all rights, title and
interest to all Licensor's intellectual property, including, without limitation,
Licensor's patents and patent applications identified in Exhibit A, Licensor's
copyrights and Licensor's trade secrets embodied in or incorporated into the
AvantGaard 676 Microplanarizer product manufactured by IPEC.
*Omitted pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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(b) IPEC owns, and will continue to own, all rights, title and interest to
all IPEC's intellectual property, including, without limitation, IPEC's patents,
IPEC's copyrights and IPEC's trade secrets embodied in or incorporated into any
Microplanarizer product manufactured by IPEC.
3. MODIFICATION AND WAIVER; SEVERABILITY
(a) No modification, alteration or amendment be effective unless made in
writing and signed by duly authorized representatives of both parties. No waiver
of any breach hereof shall be held to be a waiver of any other or subsequent
breach.
(b) If any provision of this Agreement is determined to be invalid,
illegal, or unenforceable, such determination shall not affect the validity of
the remaining provisions.
4. APPLICABLE LAW
This Agreement shall be governed by. be subject to and be construed in
accordance with the laws of the State of Delaware, excluding Delaware's
conflicts of law provisions.
5. COUNTERPARTS
This Agreement may be executed in counterparts or duplicate originals, and
each such counterpart or duplicate original shall constitute an original
instrument, but all such separate counterparts or duplicate originals shall
constitute one and the same instrument.
INTEGRATED PROCESS
EQUIPMENT CORP. *[REDACTED]
Signed: /s/ Sanjeev Chitre
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By: Sanjeev Chitre
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Title: Chairman
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Date: January 15, 1999 Date: January 14, 1999
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*Omitted pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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EXHIBIT A: PATENTS AND PATENT APPLICATIONS
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Title Serial Number
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THE FOLLOWING PATENT IS LICENSED TO IPEC UNDER THIS AGREEMENT:
*[REDACTED]
THE FOLLOWING PATENTS OR PATENT APPLICATIONS ARE NOT LICENSED TO IPEC UNDER
THIS AGREEMENT:
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*[REDACTED]
*Omitted pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
