UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Micrion Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
59479P102
(CUSIP Number)
Nicholas P. Economou, President
Micrion Corporation, One Corporation Way,
Peabody, MA 01960-7990 (508) 531-6464
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 7, 1996
(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(b)(3) or (4), check the following
box. [ ]
Check the following box if a fee is being paid (**) with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.) (**Note: The fee will be paid by the Reporting
Person upon receipt of invoice.)
*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).
SCHEDULE 13D
CUSIP No. 59479P102 Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nicholas P. Economou
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER 7 SOLE VOTING POWER
OF
SHARES 307,995 shares
BENE- 8 SHARED VOTING POWER
FICIALLY
OWNED 0
BY 9 SOLE DISPOSITIVE POWER
EACH
REPOR- 92,995 shares
TING 10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,995
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% as of May 7, 1996
14 TYPE OF REPORTING PERSON
IN
Schedule 13D Page 3 of 5 Pages
Nicholas P. Economou
Item 1. Security and Issuer
The class of security to which this statement relates is the
Common Stock, no par value, of Micrion Corporation ("Micrion"). The name
and address of the principal executive offices of the issuer of such
securities are Micrion Corporation, One Corporation Way, Peabody, MA 01960-
7990.
Item 2. Identity and Background
(a) The name of the person filing this statement is Nicholas P.
Economou.
(b) The business address of the person filing this statement is c/o
Micrion Corporation, One Corporation Way, Peabody, MA 01960-7990.
(c) The present principal occupation of the person filing this
statement is President and Chief Executive Officer of Micrion Corporation,
One Corporation Way, Peabody, MA 01960-7990.
(d) The response to this item is negative.
(e) The response to this item is negative.
(f) Nicholas P. Economou is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
No funds were expended in connection with the transaction that
requires the filing of this statement. On May 7, 1996, KLA Instruments
Corporation ("KLA") acquired 215,000 shares of the Common Stock, no par
value, of Micrion, as the result of the settlement of litigation brought by
KLA against Micrion and certain other named defendants in the Essex County,
Massachusetts, Superior Court (KLA Instruments Corporation v. Micrion
Corporation, et al., Civil Action No. 93-2942A). Of these shares, 119,202
were newly issued by Micrion to KLA and the remaining 95,798 were
transferred to KLA by other defendants. A condition to the Settlement
Agreement dated May 7, 1996 was a requirement that all 215,000 of the
shares issued and transferred to KLA be subject to an irrevocable proxy in
favor of Nicholas P. Economou, so long as he is the President of Micrion,
and in favor of the subsequent Presidents of Micrion when Dr. Economou
ceases to be the President of Micrion. This statement is being filed not
because Dr. Economou purchased the subject shares but because he acquired
the sole right to vote them pursuant to the irrevocable proxy. The subject
shares will cease to be subject to the irrevocable proxy at such time as
they are sold or
Schedule 13D Page 4 of 5 Pages
Nicholas P. Economou
transferred to a third party which is not controlling, controlled by or
under common control with, KLA.
Item 4. Purpose of Transaction.
Please see explanation set forth above with respect to Item 3 for
the purposes of the acquisition of securities of the issuer. The reporting
person has no plans or proposals which may relate to or would result in any
of the matters described pursuant to the lettered subparagraphs of this
item. Accordingly, the answers to Item 4 are as follows:
(a) Inapplicable
(b) Inapplicable
(c) Inapplicable
(d) Inapplicable
(e) Inapplicable
(f) Inapplicable
(g) Inapplicable
(h) Inapplicable
(i) Inapplicable
(j) Inapplicable
Item 5. Interest in Securities of the Issuer.
(a) Nicholas P. Economou is the beneficial owner of 307,995
shares of the Common Stock of Micrion, which represents 7.6% of the
outstanding shares of Common Stock of Micrion as of May 7, 1996. Of these
shares, 215,000 shares are owned by KLA but Dr. Economou exercises sole
voting power with respect to such shares pursuant to the irrevocable power
of attorney described in Item 3 above, and the remaining 92,995 represent
79,751 shares owned by Dr. Economou and 13,244 shares which he has the
right to acquire within 60 days of May 7, 1996.
(b) Nicholas P. Economou has sole power to vote 307,995 shares
of the Common Stock of Micrion, the shared power to vote no Micrion
shares, the sole power to dispose of 92,995 Micrion shares and the shared
power to dispose of no Micrion shares.
Schedule 13D Page 5 of 5 Pages
Nicholas P. Economou
(c) The only transaction in the Common Stock of Micrion that
were effected by Dr. Economou during the past sixty days is the transaction
described in Item 3 above.
(d) KLA has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of 215,000 shares
of the Common Stock of Micrion which are beneficially owned by Dr. Economou
within the meaning of the Securities Exchange Act of 1934.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
A Settlement Agreement was entered into on May 7, 1996 among KLA
Instruments Corporation, Micrion Corporation and the other named
defendants, including Nicholas P. Economou, in the case described above in
Item 3. Pursuant to the Settlement Agreement, KLA released all claims in
the litigation described in Item 3 above, the named defendants released
certain claims against KLA and a cross-defendant, and Micrion and the other
defendants agreed to deliver 215,000 shares of Micrion Common Stock to KLA.
Pursuant to the Settlement Agreement, Micrion agreed to file not later than
May 22, 1996 a registration statement on Form S-3 covering the resale of
such shares, and KLA agreed to execute and deliver an irrevocable proxy
with respect to the voting of such shares to Dr. Economou.
On May 7, 1996, KLA delivered to Dr. Economou an irrevocable proxy
with respect to the shares of Micrion received by KLA as a result of the
settlement.
Item 7. Material to Be Filed as Exhibits.
Filed with this statement is a copy of the irrevocable proxy
executed and delivered by KLA to Nicholas P. Economou with respect to the
215,000 shares of Micrion obtained by KLA as a result of the settlement
described in Item 3 above.
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.
May 16, 1996 Nicholas P. Economou
Date Signature
