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UNITED STATES
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) September 13, 2000
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GaSonics International Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-23372 94-2159729
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2730 Junction Avenue, San Jose, California 95134
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 570-7000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On September 13, 2000, pursuant to a Merger Agreement, dated as of
August 30, 2000, by and among GaSonics International Corporation (the "Company"
or "GaSonics"), GPT Acquisition Corp., a California corporation and wholly owned
subsidiary of the Company ("GPT") and Gamma Precision Technology, Inc., a
California corporation ("Gamma"), GPT merged with and into Gamma, and Gamma
became a wholly-owned subsidiary of the Company (the "Merger"). Gamma designs
and sells high throughput photoresist removal systems and GaSonics intends to
continue such activities.
In accordance with the Merger Agreement, each share of Gamma capital
stock issued and outstanding immediately prior to the consummation of the
Merger, including, without limitation, the common stock, Series A preferred
stock and Series B preferred stock of Gamma (collectively, the "Gamma Capital
Stock") was converted into the right to receive .0196107 shares of GaSonics
common stock plus cash in the amount of $0.6459393 per share of Gamma Capital
Stock, with the Company issuing 655,577 shares of its common stock and paying to
the holders of Gamma Capital Stock approximately $21,500,000 in cash. The source
of the funds for the cash portion of the merger consideration was from GaSonics'
working capital. In addition, in connection with the Merger, the Company assumed
Gamma's outstanding stock options representing the right to acquire 64,786
shares of GaSonics common stock. The transaction is fully taxable, and will be
accounted for using the purchase method of accounting. After giving effect to
the issuance of the shares under the Merger Agreement, GaSonics will have
approximately 17,468,577 shares of common stock outstanding, not including
shares reserved for issuance upon exercise of assumed options. No material
relationships existed between GaSonics and any person affiliated with Gamma that
are required to be identified in this report. The financial statements for Gamma
required by Form 8-K are not included with this initial report, but will be
filed by amendment within sixty days of the date of the filing of this initial
report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Merger Agreement, dated as of August 30, 2000, by and among
GaSonics International Corporation, GPT Acquisition Corp. and
Gamma Precision Technology, Inc.
99.1 Press Release dated September 14, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
GASONICS INTERNATIONAL CORPORATION
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(Registrant)
September 27, 2000 /s/ Rammy Rasmussen
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Date Rammy Rasmussen
Secretary
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EXHIBIT INDEX
Exhibit Description
2.1 Merger Agreement, dated as of August 30, 2000, by and among GaSonics
International Corporation, GPT Acquisition Corp. and Gamma Precision
Technology, Inc.
99.1 Press Release dated September 14, 2000.
