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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) October 27, 2000
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GaSonics International Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-23372 94-2159729
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2730 Junction Avenue, San Jose, CA 95134 94043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 570-7400
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(Former name or former address, if changed since last report)
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ITEM 5: OTHER EVENTS
Reference is made to the Current Report on Form 8-K dated October 27,
2000 (filed with the Securities and Exchange Commission on October 27, 2000)
(the "October 27, 2000 Form 8-K") of GaSonics International Corporation
("GaSonics"), which Current Report is incorporated herein by this reference.
GaSonics attaches hereto and files herewith as Exhibit 2.1 the Agreement and
Plan of Reorganization by and between GaSonics, Novellus Systems, Inc., a
California corporation ("Novellus") and Neptune Acquisition-Sub, Inc., a
Delaware corporation ("Merger-Sub"). GaSonics also attaches hereto and files
herewith as Exhibit 99.1, a form of Stockholder Voting Agreement dated October
25, 2000 entered into between Novellus and the directors of GaSonics.
The Agreement and Plan of Reorganization provides for a fixed exchange
ratio and there are no closing conditions or termination provisions based upon
the publicly traded stock price of Gasonics or Novellus.
ITEM 7: EXHIBITS
The following exhibits are being filed with this Current Report on Form 8-K:
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Reorganization by and between
GaSonics, Novellus and Merger-Sub. The disclosure schedule
of GaSonics delivered to Novellus, which contains certain
factual matters as exceptions to the contractual
representation of GaSonics in the reorganization agreement,
has been omitted in accordance with Item 601(b)(2) of
Regulation S-K. GaSonics agrees to supplementally furnish a
copy of such disclosure schedule to the Securities and
Exchange Commission upon request.
99.1 Form of Stockholder Voting Agreement dated October 25, 2000
entered into between Novellus and the directors of GaSonics.
Forward-Looking Statements
Except for the historical information presented, certain matters discussed in
this press release are forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from any future results, performance or achievements expressed or implied by
such statements. Forward-looking statements in this release include statements
regarding financial forecasts, market growth predictions, leadership positions,
bringing new technologies and products to the market, and the likelihood and
timing of closing. Factors that could cause actual results to differ materially
include risks and uncertainties such as the failure of GaSonics' technology to
complement and/or broaden Novellus' current technologies, the ability of the
combined company to create anticipated synergies and increased product sales as
a result of the acquisition, and possible difficulties in combining the
operating plans and scientific cultures of Novellus and GaSonics. These risks
are detailed from time to time in Novellus' and GaSonics' public disclosure
filings with the U.S. Securities and Exchange Commission (SEC), including
Novellus' annual report on Form 10-K for the fiscal year ended December 31,
1999, Novellus' Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2000, June 30, 2000, and September 30, 2000, Novellus' Registration
Statement on Form S-3 filed on April 5, 2000, and Novellus' Form 8-K filed on
April 21, 2000, GaSonics' annual report on Form 10-K for the fiscal year ended
September 30, 1999, GaSonics' Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1999, March 31, 2000, and June 30, 2000, GaSonics'
Registration Statements on Form S-3 filed on April 10, 2000 and October 3, 2000,
and GaSonics' Form 8-K filed on September 27, 2000. Copies of Novellus' and
GaSonics' public disclosure filings with the SEC are available from their
respective investor relations departments.
Additional information, and where to find it.
Prior to this filing, GaSonics filed a Current Report on Form 8-K containing
information concerning the expected participants in GaSonics' solicitation of
proxies in connection with the proposed merger of GaSonics with a subsidiary of
Novellus (the "Merger") (the "October 27 Form 8-K"), which is incorporated
herein by reference. Investors are urged to read the October 27 Form 8-K, as
amended on October 30, 2000, carefully. In addition, it is expected that
Novellus will file a Registration Statement on Form S-4 with the SEC in
conjunction with the Merger (the "Registration Statement"). The Registration
Statement will include a proxy statement of GaSonics with respect to GaSonics
stockholders' vote on the proposed Merger and a prospectus of Novellus with
respect to the Novellus shares to be issued to GaSonics stockholders in the
proposed merger (the "Proxy Statement/Prospectus"). GaSonics plans to mail the
Proxy Statement/Prospectus to its stockholders. Investors and security holders
are urged to read the Registration Statement and the Proxy Statement/Prospectus
carefully when they are available. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about GaSonics,
Novellus, the Merger, the persons soliciting proxies relating to the merger,
their interests in the merger, and related matters. Investors and security
holders will be able to obtain free copies of these documents through the Web
site maintained by the SEC at http://www.sec.gov.
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Free copies of the Proxy Statement/Prospectus and these other documents may also
be obtained from (i) GaSonics by directing a request by mail or telephone to
GaSonics, 404 East Plumeria Dr., San Jose, CA 95134, attention: Rammy Rasmussen;
telephone (408) 570-7400, and (ii) Novellus by directing a request by mail or
telephone to Novellus, 4000 N. 1st St., San Jose, CA 95134, attention: Bob
Smith, telephone (408)943-9700. In addition to the Registration Statement and
the Proxy Statement/Prospectus, GaSonics and Novellus file annual, quarterly,
and special reports, proxy statements and other information with the SEC. You
may read and copy any reports, statements, or other information filed by
GaSonics or Novellus at the SEC public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549 or at any of the SEC's other public reference rooms
in New York, New York, and Chicago, Illinois. Please call the SEC at 1-800-SEC-
0330 for further information on the public reference rooms. GaSonics' and
Novellus' filings with the SEC are also available to the public from commercial
document-retrieval services and at the Web site maintained by the SEC at
http://www.sec.gov.
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Participants in Solicitation
GaSonics, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from GaSonics stockholders
in favor of the adoption and approval of the Merger Agreement and approval of
the Merger and related matters. Information concerning the participants in the
solicitation will be set forth in a Current Report on Form 8-K filed by
GaSonics on October 26, 2000, as amended on October 30, 2000, and will also be
set forth in the Registration Statement, and the Proxy Statement/Prospectus
under the heading "Interests of Certain Persons in the Merger."
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: October 31, 2000
GASONICS INTERNATIONAL CORPORATION
By: /S/ RAMMY RASMUSSEN
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Rammy Rasmussen
Vice President, Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Reorganization by and between
GaSonics, Novellus and Merger-Sub. The disclosure schedule
of GaSonics delivered to Novellus, which contains certain
factual matters as exceptions to the contractual
representation of GaSonics in the reorganization
agreement, has been omitted in accordance with Item
601(b)(2) of Regulation S-K. GaSonics agrees to
supplementally furnish a copy of such disclosure schedule
to the Securities and Exchange Commission upon request.
99.1 Form of Stockholder Voting Agreement dated October 25, 2000
entered into between Novellus and the following officers and
directors of GaSonics.
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