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): December 9, 1998 (December 3, 1998)
FEI COMPANY
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(Exact name of registrant as specified in charter)
OREGON
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(State of incorporation or organization)
0-22780 93-0621989
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(Commission File Number) (I.R.S. Employer Identification No.)
7451 NW Evergreen Parkway, Hillsboro, OR 97214-5830
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (503) 640-7500
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Item 5. Other Events
On December 3, 1998, FEI Company ( "FEI") entered into an Agreement and
Plan of Merger (the "Merger Agreement") among Micrion Corporation, a
Massachusetts corporation ("Micrion"), FEI, and MC Acquisition Corporation, a
Oregon corporation and wholly owned subsidiary of FEI (the "Merger Sub").
Pursuant to the Merger Agreement and subject to the terms and conditions
thereof, Micrion will merge with Merger Sub (the "Merger") and become a wholly
owned subsidiary of FEI. Holders of Micrion common stock will receive in the
Merger one share of FEI common stock and $6.00 in cash (or, in certain
circumstances described below, an equivalent amount of shares of FEI common
stock in lieu of cash) (together, the "Merger Consideration") in exchange for
each share of Micrion common stock. The cash portion (or shares in lieu thereof)
may be reduced if Micrion's indebtedness at closing of the Merger exceeds
certain levels set forth in the Merger Agreement. The descriptions of the Merger
Agreement and the Merger contained herein do not purport to be complete and are
qualified in their entirety by reference to the Merger Agreement which is
incorporated by reference herein as Exhibit 2.1.
In connection with the Merger Agreement, FEI and Micrion entered into a
19.9% Stock Option Agreement (the "Option Agreement") dated as of December 3,
1998, pursuant to which Micrion granted to FEI an option (the "Option") to
purchase 810,805 shares of Micrion's common stock (equal on that date to 19.9%
of the outstanding common stock of Micrion) for a price of $13.9625 per share.
The Option will become exercisable by FEI in whole or in part, following the
occurrence of a Triggering Event (as defined in the Option Agreement). The
descriptions contained herein of the Option Agreement and the Option do not
purport to be complete and are qualified in their entirety by reference to the
Option Agreement, which is incorporated by reference herein as Exhibit 99.1.
In connection with the proposed Merger, Philips Business Electronics
International B.V. ("PBE"), the majority shareholder of FEI, entered into a
stock purchase agreement (the "PBE Agreement") with FEI pursuant to which PBE
has agreed to finance the cash portion of the Merger Consideration through the
purchase from FEI of additional newly issued shares of FEI common stock. PBE
also has the option to purchase additional newly issued shares of FEI to
maintain PBE's majority shareholder position after the issuance of shares to
Micrion's stockholders. The PBE Agreement is subject to certain conditions and,
if the stock purchase under the PBE Agreement is not consummated, the Merger
Consideration will consist of one share of FEI common stock plus an equivalent
amount of shares of FEI common stock in lieu of the cash portion of the Merger
Consideration (based on the average closing price of FEI common stock over a
period of days, as described in the Merger Agreement). The description of the
PBE Agreement contained herein does not purport to be complete and is qualified
in its entirety by reference to the PBE Agreement which is incorporated by
reference herein as Exhibit 99.2.
Consummation of the Merger is subject to a number of conditions, including
but not limited to approval by the stockholders of Micrion of the Merger
Agreement, approval by the
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shareholders of FEI of the issuance of shares of FEI common stock as part of the
Merger Consideration, and compliance with pre-merger notification requirements.
PBE has agreed to vote its shares to approve the issuance of shares by FEI in
connection with the Merger.
Item 7. Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger among FEI Company, Micrion
Corporation and MC Acquisition Corporation dated as of December
3, 1998; incorporated by reference to Exhibit 2.1 to Micrion
Corporation's Current Report on Form 8-K dated December 9,
1998.
The Registrant agrees to furnish supplementally a copy of the
omitted schedules listed in the Agreement and Plan of Merger to
the Securities and Exchange Commission upon request.
99.1 19.9% Stock Option Agreement between Micrion Corporation and
FEI Company dated as of December 3, 1998; incorporated by
reference to Exhibit 99.1 to Micrion Corporation's Current
Report on Form 8-K dated December 9, 1998.
99.2 Stock Purchase Agreement between Philips Business Electronics
International B.V. and FEI Company dated as of December 3,
1998; incorporated by reference to Exhibit 2 to Koninklijke
Philips Electronics N.V. and Philips Business Electronics
International B.V. Amendment No. 1 to Schedule 13-D/A dated
December 8, 1998.
99.3 List of omitted schedules to the Stock Purchase Agreement.
99.4 Press Release dated December 3, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FEI COMPANY
Date: December 9, 1998 By: LYNWOOD W. SWANSON
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Lynwood W. Swanson,
Chairman of the Board
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EXHIBIT 99.3
LIST OF OMITTED SCHEDULES TO THE STOCK PURCHASE AGREEMENT
The Registrant agrees to furnish supplementally a copy of the omitted
schedules listed below to the Securities and Exchange Commission upon request.
Schedule 3.1 Organization, Good Standing and Qualification
Schedule 3.3 No Adverse Consequences
Schedule 3.4 Capital Structure; Valid Issuance
Schedule 3.6 Absence of Certain Changes
Schedule 4.2 No Adverse Consequences
Schedule 5.1 Continuation of Business
FEI Company and Micrion Corporation Announce Signing of Merger Agreement
HILLSBORO, Ore. and PEABODY, Mass., Dec. 3 /PRNewswire/ -- FEI Company (Nasdaq:
FEIC) and Micrion Corporation (Nasdaq: MICN) jointly announced today the signing
of an Agreement and Plan of Merger under which Micrion will merge with a
subsidiary of FEI. In the merger, Micrion shareholders will receive one share of
FEI common stock and $6.00 in cash (or, in certain limited circumstances, an
equivalent amount of shares of FEI common stock in lieu of cash) in exchange for
each share of Micrion common stock. FEI Company will maintain its corporate
headquarters in Hillsboro, Oregon and also will operate the Micrion facility
located in Peabody, Massachusetts.
In connection with the transaction, Philips Business Electronics
International B.V., the majority shareholder of FEI and a wholly owned
subsidiary of Royal Philips Electronics, entered into a stock purchase agreement
with FEI under which Philips Business Electronics has agreed to finance the cash
portion of the merger consideration through the purchase of additional shares of
common stock from FEI. Philips Business Electronics has the option to purchase
additional newly issued shares to maintain its majority shareholder position
after the issuance of shares to the Micrion shareholders.
"We are very pleased to announce that we have reached an agreement to merge
the businesses of FEI and Micrion. We expect the merger to enable our companies
to compete more effectively by providing our customers with a broader line of
innovative products and superior service," said Vahe Sarkissian, President and
Chief Executive officer of FEI Company. "We also expect the synergies resulting
from the merger to increase shareholder value." Nick Economou, President and
Chief Executive Officer of Micrion Corporation added, "Our combined resources
will enhance our ability to pursue research and development opportunities as we
work to diversify our product offerings and increase the value we provide to our
customers. We believe the merger of our companies will benefit our shareholders
and provide increased opportunities for our employees."
Regarding Philips' further investment in FEI, Fred Bok, Chief Executive
Officer of Philips Business Electronics, said: "The investment reflects the
importance of charged particle beam technology and its applications. This merger
will create an organization whose expertise will enable it to deliver higher
quality, lower cost products to its customers. FEI is considerably strengthened
through this combination, adding value to this part of the Business Electronics
group, in an area which we expect to be important for the semiconductor industry
as the technology develops."
The merger of FEI and Micron is subject to shareholder approval and
compliance with pre-merger notification requirements. Philips Business
Electronics has agreed to vote its shares to approve the issuance of shares in
connection with the merger. The stock purchase agreement between FEI and Philips
Business Electronics is subject to certain
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conditions and if the stock purchase is not consummated, FEI and Micrion may
complete the merger with each Micrion shareholder receiving one share of FEI
common stock and the equivalent of $6.00 in additional shares of FEI common
stock.
Micrion Corporation is a leader in the design, manufacturing and marketing
of focused ion beam (FIB) workstations, including FIB instruments used for
semiconductor mask repair. Micrion is headquartered in Peabody, Massachusetts
and has approximately 200 employees.
FEI Company is a leading supplier of charged particle beam systems,
including FIB systems, scanning electron microscopes, transmission electron
microscopes and components for submicron imaging, analysis, modification and
fabrication. FEI has approximately 1,000 employees worldwide, with manufacturing
operations located in Hillsboro, Oregon; Eindhoven, The Netherlands; and Brno,
Czech Republic.
Philips Business Electronics designs, manufactures and markets electronic
equipment for business applications in the digital information distribution
market, the intelligent infrastructure business and the semiconductor/micro
electronics equipment field (including analytical systems, field electron and
ion technology, and electronic manufacturing technology). Philips Business
Electronics employs approximately 13,000 people. The division is headquartered
in Eindhoven, The Netherlands.
Except for the historical statements contained herein, the matters
discussed in this news release, including competitive advantages of the merger
of FEI and Micrion, synergies expected from the combination of the companies,
product innovation and service levels are forward-looking statements that
involve risks and uncertainties. Factors that could cause actual results to
differ materially include, but are not limited to: difficulties encountered in
the integration of the operations of FEI Company and Micrion; business
conditions and growth in the semiconductor and semiconductor equipment,
electronics, life sciences and material sciences industries and the general
economy, both domestic and international; lower than expected customer orders;
competitive factors, including pricing pressures, technological developments and
products offered by competitors; technological difficulties and resource
constraints encountered in developing new products; and the timely flow of new
products and market acceptance of those products.
Source FEI Company; Micron Corporation
0 12/3/98
[CONTACT: Mr. Vahe Sarkissian, Chief Executive Officer of FEI Company,
503-640-7500; or Dr. Nicholas P. Economou, Chief Executive Officer of Micrion
Corporation, 978-538- 6700/
/Web site: http: //www.feic.com/
(FEIC MICN)
