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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
MICRION CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2892070
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(State of incorporation or organization) (IRS Employer Identification No.)
One Corporation Way, Peabody, MA 01960
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(Address of principal executive offices) (Zip Code)
If this Form relates to If this Form relates to the
the registration of a registration of a class of debt
class of debt securities securities and is to become
and is effective upon effective simultaneously with
filing pursuant to General the effectiveness of a concurrent
Instruction A(c)(1)please registration statement under the
check the following box. [ ] Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
(Name of each exchange on which each
class is to be registered):
Securities to be registered pursuant to Section 12(g) of the Act:
JUNIOR PREFERRED STOCK PURCHASE RIGHTS (AMENDED)
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(Title of each class to be so registered)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
As of July 30, 1997, the Board of Directors (the "Board") of Micrion
Corporation (the "Company") declared a dividend of one purchase right ("Right")
for every outstanding share of the Company's common stock, no par value (the
"Common Stock"). The terms of the Rights are set forth in a Rights Agreement
dated as of July 30, 1997 (the "Rights Agreement") between the Company and
BankBoston, N.A., and are described in a Form 8-A filed by the Company with
regard to the Junior Preferred Stock Purchase Rights on July 30, 1997 (the "July
30, 1997 8-A"). A copy of the Rights Agreement (including as exhibits the form
of Rights Certificate and the Summary of Rights) is attached as an exhibit to
the July 30, 1997 8-A. The description of the Rights contained in the July 30,
1997 8-A does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is incorporated therein and herein by
reference.
The Rights Agreement has been amended by a First Amendment to Rights
Agreement dated as of December 2, 1998 (the "Amendment"). The Amendment has the
effect of exempting certain entities from the definition of "Acquiring Person",
which exemption effectively allows such entities to acquire or obtain the rights
to acquire beneficial ownership of 15% or more of the outstanding shares of the
Common Stock of the Company. Such exemption may not apply upon the occurrence of
certain specified events set forth in the Amendment. The description of the
Amendment contained herein does not purport to be complete and is qualified in
its entirety by reference to the Amendment, which is incorporated herein by
reference.
Item 2. EXHIBITS
1. Rights Agreement, dated as of July 30, 1997 (the "Rights Agreement")
between Micrion Corporation and BankBoston, N.A., as Rights Agent.*
2. Form of Certificate of Vote of Directors Establishing a Series of a Class
of Stock of the Company, with respect to the Series A Junior Preferred
Stock, par value $.01 per share (attached as Exhibit A to the Rights
Agreement).*
3. Form of Rights Certificate (attached as Exhibit B to the Rights Agreement).
Pursuant to the Rights Agreement, printed Rights Certificates will not be
mailed until the Distribution Date (as defined in the Rights Agreement).*
4. Summary of Rights (attached as Exhibit C to the Rights Agreement).*
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5. First Amendment to Rights Agreement dated as of December 2, 1998.
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* Incorporated by reference to the exhibit filed with the Company's Form 8-A
dated July 30, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
MICRION CORPORATION
Dated: December 3, 1998 By: /s/ Nicholas P. Economou
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Name: Nicholas P. Economou
Title: President and Chief
Executive Officer
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EXHIBIT 5
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of December 2, 1998, between
Micrion Corporation, a Massachusetts corporation (the "COMPANY"), and
BankBoston, N.A. (the "Rights Agent"). Capitalized terms not defined herein
shall have the meanings assigned to such terms within the Rights Agreement (as
defined below).
RECITALS
A. The Company and the Rights Agent entered into a Rights Agreement dated
as of July 30, 1997 (the "RIGHTS AGREEMENT") relating to the declaration of a
dividend of one Preferred Share purchase right (a "RIGHT") for each Common Share
of the Company outstanding as of the Close of Business on August 4, 1997 and for
each Common Share of the Company that shall become outstanding between the
Record Date and the earlier of the Distribution Date and the Expiration Date,
and in certain circumstances after the Distribution Date.
B. The Rights Agreement sets forth, among other things, the terms and
conditions pursuant to which the holders of Rights may exercise such Rights.
C. The Company intends to enter into an Agreement and Plan of Merger
dated in December, 1998 (the "MERGER AGREEMENT") with FEI Company, an Oregon
corporation ("FEI"), and MC Acquisition Corp., a wholly owned subsidiary of FEI
(the "SUB"), pursuant to which the Company will merge with and into the Sub (or,
under certain circumstances, the Sub will be merged with and into the Company).
D. The Company and the Rights Agent have determined that the entering
into of the Merger Agreement by the Company and the transactions contemplated
thereby should not affect either party's rights under the Rights Agreement.
E. Pursuant to Section 27 of the Rights Agreement, the Company has
provided the Rights Agent with a certificate from an appropriate officer stating
that this Amendment is in compliance with such Section 27.
F. In connection with the transactions pursuant to the Merger Agreement,
the Company and the Rights Agent have agreed to amend the Rights Agreement as
set forth herein.
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For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree to amend the Rights Agreement
as follows:
1. The definition of "Acquiring Person" appearing in Section 1(a) of the
Rights Agreement is hereby amended by inserting the phrase "or (vi) an
Exempt Person" at the end of the first sentence of such definition.
2. Section 1 of the Rights Agreement is hereby amended by inserting the
following definition immediately following the definition of
"Equivalent Shares" appearing in such Section (and re-lettering each
definition thereafter in Section 1):
(j) "EXEMPT PERSON" shall mean, collectively and each separately, FEI
Company, MC Acquisition Corp. and their respective Affiliates.
Notwithstanding the foregoing sentence, a Person who would otherwise
be an Exempt Person shall immediately lose its status as an Exempt
Person upon the occurrence of any of the following: (i) such Person
shall make a public announcement that such Person, directly or
indirectly, individually or collectively with a group, intends to
commence a tender or exchange offer for any Common Shares of the
Company then outstanding if, assuming the successful consummation
thereof, such Person would be the Beneficial Owner of 15% or more of
the shares of Common Stock then outstanding; (ii) such Person shall
enter into any voting agreement or voting trust pursuant to which such
Person agrees to vote its shares with or for any other holder of
Common Shares of the Company (other than any voting agreement or
voting trust that is with other Exempt Persons); and (iii) such Person
shall grant a proxy or power of attorney to any other Person (other
than an officer, director, agent or employee of the Company and other
than to another Exempt Person) for the purpose of voting such Person's
Common Shares. The assignee, transferee or successor to any Exempt
Person shall not constitute an Exempt Person (unless such assignee,
transferee or successor was an Exempt Person immediately prior to such
assignment, transfer or successor) without the prior written consent
of the Company, which consent may be withheld in the Company's
absolute discretion.
3. Except to the extent specifically amended hereby, all terms of the
Rights Agreement shall remain in full force and effect.
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4. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
5. This Agreement shall be deemed to be a contract made under the laws of
The Commonwealth of Massachusetts and for all purposes shall be
governed by and construed in accordance with the laws of such
Commonwealth applicable to contracts to be made and performed entirely
within such Commonwealth.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date first above written.
MICRION CORPORATION
By: /s/ David M. Hunter
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David M. Hunter
Vice President and
Chief Financial Officer
BANKBOSTON, N.A.
By: /s/ Tyler Haynes
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Tyler Haynes
Director, Client Services
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