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Filed by: Applied Science and Technology, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Applied Science and Technology, Inc.
Exchange Act File No. 0-22646
AT THE COMPANY THE FINANCIAL RELATIONS BOARD
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John M. Tarrh Michael Lawson Beth Lewis Martin Gitlin
Vice President and Treasurer (general info) (analyst info) (media info)
978-284-4135 617-369-9240 617-369-9240 212-661-8030
William S. Hurley
Senior Vice President and Chief Financial Officer
978-284-4402
FOR IMMEDIATE RELEASE
January 9, 2001
ASTeX ANNOUNCES PRELIMINARY FISCAL YEAR 2001 SECOND QUARTER
FINANCIAL RESULTS
Wilmington, Mass. - January 9, 2001 - Applied Science and Technology, Inc.
("ASTeX") (Nasdaq: ASTX), a leading provider of precision reactive gas
processing solutions to the OEM semiconductor, medical, and industrial markets,
announced today that it expects revenue for its second fiscal quarter ended
December 30, 2000 to be in the range of $45 to $47 million compared to $31.1
million for the December, 1999 quarter. Earnings per diluted share are expected
to be in the range of $0.18 to $0.20, compared to earnings per diluted share of
$0.26 for the same period last year. The company expects to report final results
for the second fiscal quarter in early February, 2001.
The Company's revenue growth is slightly ahead of plan and is attributable to
continued strong demand from the semiconductor equipment OEMs. Total revenues
from RF products for OEM semiconductor and medical and industrial applications
were at all-time record levels, and up 40% sequentially. Ozone revenue declined
sequentially by approximately 10% due, in part, to overstocking by one OEM
customer leading to reduced shipments in the quarter. Liquozon revenue more than
doubled sequentially as the use of ozonated water for wafer cleaning accelerated
during the quarter. Systems revenue was up approximately 10% from the first
quarter. Earnings per diluted share are expected to fall below last year's
second quarter due to product mix, continued manufacturing inefficiencies,
primarily at the new Wilmington, MA facility, as well as higher costs associated
with the timely procurement of materials in connection with meeting customer
requirements at the Colorado manufacturing operation.
Dr. Richard Post, Chairman and CEO of ASTeX commented, "We are pleased with our
increasing ability to deliver products that satisfy our customers' demands. We
work hard to be a value-added partner and the results of those efforts can be
seen in our top-line growth. For example, ASTRON revenues continued to grow to
all-time record levels and RF revenues have been much stronger than prior
guidance. While this product mix shift to RF negatively impacted gross margins
and we incurred additional one-time costs, we have been pleased to keep pace
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with customer demand while at the same time delivering significant improvements
in quality. We are disappointed in the lower than expected earnings, but remain
optimistic about our ability to improve our gross margins. We are addressing the
manufacturing cost increases which resulted from procurement and production
delays associated with ramping up the new facility in Massachusetts. Improved
material flow, warehousing improvements and reduced inventories will positively
affect our gross margins as we move into the new year.
"We expect revenues to remain essentially flat during the last half of our
fiscal year ending June 30, 2001. We are confident that, with a new operations
management team which we have put in place recently, we will be able to improve
operational efficiency going forward and deliver improved gross margins and
greater net earnings per share in the last half of this fiscal year in
comparison to the first half. We also look forward to our planned merger with
MKS Instruments, which will be voted on by our shareholders on January 26, 2001.
We believe that the merger will enable us to offer the most comprehensive line
of process control solutions available, and enable us to take advantage of MKS's
global infrastructure to better serve our customers and thereby accelerate the
use of our products worldwide."
MKS has filed a Registration Statement on SEC Form S-4 in connection with the
merger, and MKS and ASTeX have mailed a Joint Proxy Statement/Prospectus to
their stockholders containing information about the merger. Investors and
security holders are urged to read the Registration Statement and the Joint
Proxy Statement/Prospectus carefully. The Registration Statement and the Joint
Proxy Statement/Prospectus contain important information about MKS, ASTeX, the
merger and related matters. These documents have been filed with the United
States Securities and Exchange Commission. These and other documents filed with
the SEC may be obtained free at the SEC's web site at WWW.SEC.GOV. You may also
obtain for free each of these documents from MKS by directing your request to
Ronald C. Weigner, Vice President and Chief Financial Officer of MKS at (978)
975-2350, or from John Tarrh, Vice President and Treasurer of ASTeX at (978)
284-4135.
MKS and ASTeX, and their respective directors, executive officers and certain
members of management and employees may be soliciting proxies from MKS and ASTeX
stockholders in favor of the adoption of the merger agreement and the
transactions associated with the merger. A description of any interests that
MKS' and ASTeX's directors and executive officers have in the merger is
available in the Joint Proxy Statement/Prospectus.
ASTeX provides precision reactive gas processing solutions and specialty power
sources to the OEM semiconductor, medical and industrial markets, and complete
process systems for advanced packaging, telecommunications and magnetic sensor
applications. ASTeX's broad product line is based on one or more of our core
technologies including precision reactive gas processing, power sources and
system integration. Depending on customer needs, ASTeX provides varying levels
of integration-from components to integrated subsystems to complete process
solutions. For more information, visit the ASTeX web site at WWW.ASTEX.COM.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
This release contains forward-looking statements that are subject to risks and
uncertainties, including, but not limited to, the impact of industry business
cycles, competitive products and pricing, product demand and market acceptance,
new product development, reliance on key strategic alliances, general economic
conditions, availability of raw materials, fluctuations in
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operating results, and other risks detailed from time to time in our
filings with the Securities and Exchange Commission.
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