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): August 16, 1999
FEI COMPANY
(Exact name of registrant as specified in charter)
OREGON
(State of incorporation or organization)
0-22780 93-0621989
(Commission File Number) (I.R.S. Employer Identification No.)
7451 NW Evergreen Parkway, Hillsboro, OR 97214-5830
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (503) 640-7500
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Item 2. Acquisition or Disposition of Assets
On August 16, 1999, upon the filing of Articles of Merger with the state of
Oregon, FEI Company ( "FEI") acquired Micrion Corporation, a Massachusetts
corporation ("Micrion"), as a result of a merger through which Micrion became a
wholly owned subsidiary of the Company (the "Merger"). The Merger, as
contemplated by the Agreement and Plan of Merger dated December 3, 1998, between
the FEI, Micrion and MC Acquisition Corporation, an Oregon corporation and
wholly owned subsidiary of the Company, was approved by the shareholders of the
FEI at a shareholders meeting held on June 10, 1999 and by the stockholders of
Micrion at a shareholders meeting held on June 10, 1999. Proxies for both
meetings were solicited pursuant to Section 14(a) of the Securities and Exchange
Act of 1934, as amended.
The aggregate purchase price paid at closing on August 13, 1999 consisted
of $31,384,658 in cash and 5,064,109 shares of FEI's common stock valued at
$7.00 a share, the closing price of FEI's common stock on Friday, August 13.
Holders of Micrion common stock received one share of FEI common stock and $6.00
in cash (together, the "Merger Consideration") in exchange for each share of
Micrion common stock. The cash portion of the Merger Consideration was financed
by Philips Business Electronics International, B.V. ("PBE"), the majority
shareholder of FEI, which purchased 3,913,299 newly issued shares of FEI common
stock in connection with the merger.
The Joint Proxy Statement/Prospectus dated May 5, 1999, which is part of
the Registration Statement on Form S-4 (No. 333-77849) filed by FEI (the "Joint
Proxy Statement"), contains information regarding the Merger, is filed as an
exhibit to this Report and is incorporated herein by reference.
Item 7. Financial Statement and Exhibits
(a) Financial Statements of Businesses Acquired
The Company has determined that it is impracticable to provide the
financial statements of the acquired business at the time this Current Report on
Form 8-K is filed with the Securities and Exchange Commission (the
"Commission"). Such financial statements will be filed with the Commission by an
amendment of this report no later than 60 days after the date on which this
report must be filed with the Commission.
(b) Pro Forma Financial Information
The Company has determined that it is impracticable to provide this
pro forma financial information at the time this Current Report on Form 8-K is
filed with the Commission. Such information will be filed with the Commission by
an amendment of this
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report no later than 60 days after the date on which this report must be filed
with the Commission.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of December 3, 1998, as
between FEI Company, MC Acquisition Corporation and Micrion.
Incorporated by reference from Appendix A to the Joint Proxy
Statement.
2.2 Stock Purchase Agreement dated as of December 3, 1998, between
FEI and Philips Business Electronics International B.V.
Incorporated by reference from Appendix H to the Joint Proxy
Statement.
99.1 Joint Proxy Statement. Incorporated by reference from FEI's
Registration Statement on Form S-4 (No. 333-77849).
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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: August 23, 1999 By: VAHE' A. SARKISSIAN
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Vahe' A. Sarkissian
President and Chief Executive Officer
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