UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
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)
June 20, 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 [ ].
(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.)
*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/A
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 204,857 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 93,857 shares
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,857
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1% as of July 12, 1996
14 TYPE OF REPORTING PERSON
IN
Schedule 13D (Amendment No. 3) 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 transactions
that require 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 (Amendment No. 3) 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. On June 5, 1996, KLA sold
70,000 of the shares in open market transactions. On June 18, 1996,
KLA sold 5,000 additional shares in open market transactions. Between
June 20 and July 10, 1996, KLA sold an aggregate of 29,000 additional
shares in open market transactions.
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 204,857
of the Common Stock of Micrion, which represents 5.1% of the
outstanding shares of Common Stock of Micrion as of July 10, 1996.
Of these shares, 111,000 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 93,857 represent 80,613 shares owned by Dr.
Economou and 13,244 shares which he has the right to acquire
within 60 days of July 12, 1996.
(b) Nicholas P. Economou has sole power to vote 204,857
shares of the Common Stock of Micrion, the shared power to vote
no Micrion shares, the sole power to dispose of 93,857 Micrion
shares and the shared power to dispose of no Micrion shares.
Schedule 13D (Amendment No. 3) 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
111,000 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 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. On May 23, 1996, the Company filed a
registration statement on Form S-3 covering the resale of the
shares, which registration statement was declared effective by
the Securities and Exchange Commission on May 31, 1996.
Item 7. Material to Be Filed as Exhibits.
A copy of the irrevocable proxy executed and delivered by
KLA to Nicholas P. Economou with respect to the shares of Micrion
obtained by KLA as a result of the settlement described in Item 3
above was filed with the original version of this statement filed
on May 16, 1996. `
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.
July 12, 1996 Nicholas P. Economou
Date Signature
