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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
FEI Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
30241L109
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(CUSIP Number)
David M. Hunter
Micrion Corporation
One Corporation Way
Peabody, MA 01960
(978) 531-6464
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 3, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(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.
*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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SCHEDULE 13D
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CUSIP No. 30241L109 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
Micrion Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
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7 SOLE VOTING POWER
NUMBER OF
SHARES 11,184,471 Shares
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ---------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,184,471 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 54.7%
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14 TYPE OF REPORTING PERSON*
C0
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 3 of 6 Pages
CUSIP No. 30241L109
ITEM 1. SECURITY AND ISSUER
The class of security to which this statement relates is the common stock
("Common Stock") of FEI Company, an Oregon corporation (the "Issuer"). The
address of the principal executive office of the Issuer is 7451 NW Evergreen
Parkway, Hillsboro, Oregon 97124-5830.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Micrion Corporation
("Micrion").
(b) The business address of Micrion is One Corporation Way, Peabody,
Massachusetts 01960.
(c) The present principal occupation of Micrion is a manufacturing company.
(d) None.
(e) None.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 3, 1998, the Issuer, Micrion and a wholly owned subsidiary of
the Issuer (the "Acquisition Sub") entered into an Agreement and Plan of Merger
(the "Merger Agreement"), pursuant to which the Acquisition Sub and Micrion will
merge, subject to certain conditions (including, without limitation, the
approval of Micrion's stockholder and certain regulatory approvals), as a result
of which Micrion would become a subsidiary of the Issuer (the "Merger"). Prior
to the consummation of the Merger, the shareholders of the Issuer will vote on
(i) a proposal to approve an amendment to the Issuer's Articles of Incorporation
to increase the number of authorized shares of the Issuer's Common Stock to
allow the issuance of shares of common stock included in the merger
consideration payable to the Micrion stockholders and (ii) a proposal to approve
the issuance of shares of common stock pursuant to the Merger Agreement and
pursuant to a stock purchase agreement with Philips Business Electronics
International B.V. ("PBE"), the majority shareholder of the Issuer (together,
the "Proposals"). In connection with the Merger, PBE entered into a Voting
Agreement (the "Voting Agreement") with Micrion, pursuant to which PBE agreed to
vote all of its 11,184,471 shares of the Issuer's Common Stock in favor of the
Proposals at any meeting of the Issuer's shareholders and to grant to Micrion a
proxy to vote its shares in favor thereof.
This Item 3 is qualified in its entirety by reference to the Merger
Agreement and the Voting Agreement, which are filed as Exhibits 1 and 2 hereto
and are incorporated herein by reference.
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Page 4 of 6 Pages
CUSIP No. 30241L109
ITEM 4. PURPOSE OF TRANSACTION.
Please see the explanation set forth above with respect to Item 3 for the
purposes of the acquisition of securities of the Issuer. Accordingly, the
answers to Item 4 are as follows:
(a) None.
(b) Please see the description of the Merger Agreement set forth above with
respect to Item 3.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) None.
(h) Not applicable.
(i) None.
(j) None.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of shares of Common Stock beneficially
owned by Micrion are 11,184,471 and approximately 54.7% of the issued and
outstanding shares of Common Stock.
(b) Micrion has the sole power to vote 11,184,471 shares of Common Stock to the
extent provided in the Voting Agreement. Micrion has the sole power to
dispose of no shares of Common Stock.
(c) The only transaction in the Common Stock that was effected by Micrion
during the past sixty days is the transaction described in Item 3 above.
(d) Not applicable.
(e) Not applicable.
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Page 5 of 6 Pages
CUSIP No. 30241L109
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Please see the descriptions of the Merger Agreement and the Voting
Agreement set forth in Item 3 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached to this statement and filed with this statement as Exhibits are
the following documents:
EXHIBIT 1: Agreement and Plan of Merger dated December 3, 1998 among
the Issuer, Micrion and the Acquisition Sub (incorporated by
reference to Exhibit 3 to Koninklijke Philips N.V. Amendment
No. 1 to Schedule 13-D/A dated December 8, 1998).
Exhibit 2: Voting Agreement between Micrion and PBE (incorporated by
reference to Exhibit 4 to Koninklijke Philips N.V. Amendment
No. 1 to Schedule 13-D/A dated December 8, 1998).
The foregoing descriptions of these Exhibits are qualified in their
entirety by reference to the Exhibits themselves.
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Page 6 of 6 Pages
CUSIP No. 30241L109
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MICRION CORPORATION
Dated: December 11, 1998 /s/ David M. Hunter
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David M. Hunter, Vice President and
Chief Financial Officer
