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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)(1)
Applied Science and Technology, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
038236105
(CUSIP Number)
Ronald C. Weigner
Vice President and Chief Financial Officer
MKS Instruments, Inc.
Six Shattuck Road, Andover, Massachusetts 01810
(978) 975-2350
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
October 2, 2000
(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(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 038236105 13D PAGE 2 OF 8
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MKS Instruments, Inc. 04-2277512
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) []
N/A (b) []
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) []
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
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NUMBER OF SHARES BENEFICIALLY OWNED BY 7 SOLE VOTING POWER
EACH REPORTING PERSON
WITH 52,500
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8 SHARED VOTING POWER
854,523
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9 SOLE DISPOSITIVE POWER
52,500
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10 SHARED DISPOSITIVE POWER
N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,023
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 038236105 13D PAGE 3 OF 8
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission by MKS Instruments, Inc. 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 of
Applied Science and Technology, Inc., a Delaware corporation
("ASTeX" or "Issuer"). The principal executive offices of
ASTeX are located at 90 Industrial Way, Wilmington,
Massachusetts 01887.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the corporation filing this statement is MKS
Instruments, Inc., a Massachusetts corporation ("MKS"). MKS's
principal business is to supply gas measurement, control and
analysis products used in semiconductor and other advanced
thin-film manufacturing processes. The address of the
principal executive offices of MKS is Six Shattuck Road,
Andover, Massachusetts 01810. Set forth on Schedule A is the
name, residence or business address, present principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted and citizenship of each of MKS's
directors and executive officers, as of the date hereof.
Neither MKS nor, to MKS's best knowledge, any person named on
Schedule A hereto is required to disclose legal proceedings
pursuant to Items 2(d) or 2(e).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger, dated as of
October 2, 2000 (the "Merger Agreement"), among MKS, Mango
Subsidiary Corp., a Delaware corporation and a wholly owned
subsidiary of MKS ("Merger Sub"), and ASTeX and, subject to
the conditions set forth therein (including approval by
stockholders of ASTeX and MKS), Merger Sub will merge with and
into ASTeX and ASTeX will become a wholly owned subsidiary of
MKS (such events constituting the "Merger"). Once the Merger
is consummated, Merger Sub will cease to exist as a
corporation and all of the business, assets, liabilities and
obligations of Merger Sub will be merged into ASTeX with ASTeX
remaining as the surviving corporation (the "Surviving
Corporation"). As a result of the Merger, each outstanding
share of ASTeX Common Stock, other than shares owned by MKS,
will be converted into 0.7669 of a share (the "Exchange
Ratio") of MKS Common Stock, and each outstanding option to
purchase ASTeX Common Stock will be assumed by MKS. The
foregoing summary of the Merger is qualified in its entirety
by reference to the copy of the Merger Agreement included as
Exhibit 1 to this Schedule 13D and incorporated herein in its
entirety by this reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(b) As described in Item 3 above, this statement is
related to the Merger of Merger Sub with and into ASTeX in a
statutory merger pursuant to the Delaware General Corporation
Law. At the effective time of the Merger, the separate
existence of Merger Sub will cease to exist and ASTeX will
continue as the Surviving Corporation and as a wholly owned
subsidiary of MKS. Holders of outstanding ASTeX Common Stock
will
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CUSIP NO. 038236105 13D PAGE 4 OF 8
receive, in exchange for each share of ASTeX Common Stock held
by them, 0.7669 of a share of MKS Common Stock. MKS will
assume ASTeX's outstanding options.
As an inducement to MKS to enter into the Merger Agreement,
each of the individuals and the entities set forth on Schedule
B, each a stockholder of ASTeX (collectively, the
"Stockholders"), has executed a Stockholder Agreement, dated
as of October 2, 2000, with MKS (the "Stockholder Agreement"),
and, by doing so, has irrevocably appointed MKS as such
stockholder's lawful attorney and proxy. Such proxy gives MKS
the limited right to vote each of the 854,523 shares of ASTeX
Common Stock beneficially owned by the Stockholders with
respect to the adoption and approval of the Merger Agreement
and the Merger. The shared voting power with the Stockholders
relates to the same 854,523 shares of Issuer Common Stock (the
"Shares"). The foregoing summary of the Stockholder Agreement
is qualified in its entirety by reference to the copy of the
Stockholder Agreement included as Exhibit 2 to this Schedule
13D and incorporated herein in its entirety by reference.
In exercising its right to vote the Shares as lawful attorney
and proxy of the Stockholders, MKS (or any nominee of MKS)
will be limited, at every ASTeX stockholders meeting and every
written consent in lieu of such meeting, to vote the shares in
favor of approval of the Merger and the Merger Agreement. The
Stockholders may vote the Shares on all other matters. The
Stockholder Agreement terminates upon the earlier to occur of
(i) such date and time as the Merger shall become effective in
accordance with the terms and provisions of the Merger
Agreement or (ii) the date of termination of the Merger
Agreement.
(c) Not applicable.
(d) It is anticipated that, upon consummation of the Merger,
the directors of the Surviving Corporation shall be the
current directors of Merger Sub. It is anticipated that the
initial officers of the Surviving Corporation shall be the
officers of Merger Sub, until their respective successors are
duly elected or appointed and qualified.
(e) Other than as a result of the Merger described in
Item 3 above, not applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of
Incorporation of the Merger Sub, as in effect immediately
prior to the Merger, shall be the Certificate of Incorporation
of the Surviving Corporation until thereafter amended as
provided by the Delaware Law and such Certificate of
Incorporation. Upon consummation of the Merger, the By-laws of
the Merger Sub, as in effect immediately prior to the Merger,
shall be the By-laws of the Surviving Corporation until
thereafter amended. In addition, the Merger Agreement may have
the effect of impeding the acquisition of control of Issuer by
any person other than MKS. ASTeX will pay MKS a termination
fee of $9,075,000 if ASTeX enters into an alternative
transaction in which any person other than MKS or its
affiliates acquires more than 20% of ASTeX's outstanding
shares.
(h)-(i) If the Merger is consummated as planned, the ASTeX
Common Stock will be deregistered under the Act and delisted
from the Nasdaq National Market.
(j) Other than as described above, MKS currently has no plan
or proposals which relate to, or may result in, any of the
matters listed in Items 4(a)-(j) of Schedule 13D (although MKS
reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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CUSIP NO. 038236105 13D PAGE 5 OF 8
(a)-(b) In addition to the 52,500 shares of common stock for
which MKS has sole voting power and sole dispositive power, as
a result of the Stockholder Agreement, MKS may be deemed to be
the beneficial owner of an additional 854,523 shares of Issuer
Common Stock. Such Issuer Common Stock constitutes
approximately 5.9% of the issued and outstanding shares of
Issuer Common Stock. Schedule B sets forth the applicable
information required by Item 2 with respect to each of the
Stockholders with whom the power to vote is shared.
(c)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
John R. Bertucci, the Chairman and Chief Executive Officer of
MKS, also serves as a director of ASTeX. Other than the Merger
Agreement and the Stockholder Agreement, to the best knowledge
of MKS, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the
persons or entities listed in Item 2 and between such person
or entity and any person or entity with respect to any
securities of ASTeX, including but not limited to transfer of
voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger, dated as of October 2,
2000, by and among MKS, Merger Sub and ASTeX.
2. Stockholder Agreement, dated as of October 2, 2000,
by and among MKS and each of the Stockholders.
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CUSIP NO. 038236105 13D PAGE 6 OF 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
DATED: October 11, 2000
MKS Instruments, Inc.
By: /s/ Ronald C. Weigner
---------------------
Ronald C. Weigner
Title: Vice President and Chief
Financial Officer
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CUSIP NO. 038236105 13D PAGE 7 OF 8
SCHEDULE A
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS
---- ----------------
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EXECUTIVE OFFICERS OF MKS
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<S> <C>
John R. Bertucci Six Shattuck Road
Chairman of the Board of Directors and Chief Executive Andover, MA 01810
Officer
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Peter R. Younger Six Shattuck Road
President and Chief Operating Officer Andover, MA 01810
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Ronald C. Weigner Six Shattuck Road
Vice President and Chief Financial Officer Andover, MA 01810
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Donald K. Smith Six Shattuck Road
Chief Technology Officer Andover, MA 01810
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John J. Sullivan Six Shattuck Road
Executive Vice President of Technology Andover, MA 01810
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William D. Stewart Six Shattuck Road
Corporate Vice President and General Manager, Pressure Andover, MA 01810
Measurement & Control Products
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Joseph A. Maher, Jr. Six Shattuck Road
Corporate Vice President and General Manager, Pressure Andover, MA 01810
Measurement & Control Products
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Robert D. Klimm Six Shattuck Road
Corporate Vice President and General Manager, Materials Andover, MA 01810
Delivery & Analysis Products
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Leo Berlinghieri Six Shattuck Road
Corporate Vice President, Customer Support Operations Andover, MA 01810
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DIRECTORS OF MKS
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John R. Bertucci See above
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Richard S. Chute Hill & Barlow
1 International Place
Boston, MA 02110
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Owen W. Robbins 199 Country Road
Weston, MA 02193
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Robert J. Therrien Brooks Automation
15 Elizabeth Drive
Chelmsford, MA 01824
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Louis P. Valente 44 Concord Road
Weston, MA 02193
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Citizenship of the above named persons: USA
</TABLE>
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CUSIP NO. 038236105 13D PAGE 8 OF 8
SCHEDULE B
<TABLE>
<CAPTION>
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STOCKHOLDER NO. OF SHARES
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<S> <C>
Name: Richard S. Post, Ph.D. 539,550
Address: c/o Applied Science and
Technology, Inc.
90 Industrial Way
Wilmington, MA 01887
Principal Business: Chairman and Chief
Executive Officer of
ASTeX
Place of Citizenship: United States
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Name: John M. Tarrh 314,973
Address: c/o Applied Science and
Technology, Inc.
90 Industrial Way
Wilmington, MA 01887
Principal Business: Senior Vice President,
Finance, Secretary,
Treasurer and
Director of
ASTeX
Place of Citizenship: United States
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</TABLE>
