<PAGE> 1
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): JUNE 30, 1997
FUSION SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-23628 52-0915080
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
7600 Standish Place, Rockville, MD 20855
(Address of principal Executive Offices) (Zip Code)
(301) 251-0300
(Registrant's telephone number, including area code)
No change since last report.
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On June 30, 1997, Fusion Systems Corporation ( the "Company") issued a
press release, a copy of which is attached hereto as Exhibit 99.2 to this
Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
----------- -----------
99.2 Press Release of the Company dated June 30, 1997
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FUSION SYSTEMS CORPORATION
June 30, 1997 By: /s/Joseph F. Greeves
------------------------
Joseph F. Greeves
Vice President and Chief Financial Officer
3
<PAGE> 4
2
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
99.2 Press Release of the Company dated June 30, 1997 5
4
<PAGE> 1
Exhibit 99.2
NEWS For Immediate Release
- ------------------------------------------------------------------------------
Contacts:
Kirk Winkler Michele Katz-Investor Relations Consultant
Fusion Systems Corporation Morgen-Walke Associates
(301) 251-0300 (212) 850-5600
FUSION SYSTEMS CORPORATION AND EATON CORPORATION REACH
DEFINITIVE AGREEMENT ON MERGER
ROCKVILLE, MD, JUNE 30 1997 - FUSION SYSTEMS CORPORATION (NASDAQ NM:
FUSN) AND EATON CORPORATION (NYSE: ETN), a global manufacturer of highly
engineered products headquartered in Cleveland, Ohio, today announced that they
have entered into a definitive merger agreement under which Eaton has agreed to
acquire Fusion Systems. The boards of directors of Fusion Systems and Eaton
have approved the agreement.
Under the terms of the agreement, Eaton will initiate a cash tender
offer for all Fusion shares at $39 per share no later than July 7, 1997. The
tender offer will be subject to a majority of the outstanding Fusion shares on
a fully diluted basis being tendered, and other customary conditions. Following
consummation of the tender offer, Eaton will acquire the remaining Fusion
shares in a merger at the same $39 per share price. Fusion Systems had
approximately 7.5 million shares outstanding as of June 27, 1997.
In addition, Fusion Systems has declared a dividend of one contingent
payment right on each Fusion share outstanding on July 25, 1997. The contingent
payment right entitles Fusion shareholders to receive, on March 31, 1999, an
additional cash payment if Fusion's 1998 revenues exceed $122 million, with a
maximum $5 per right payment made if Fusion's revenues are $149 million or
more. The contingent payment rights will expire on December 31, 1997 unless
Eaton or another third party acquires control of Fusion by that date.
Following the merger, Fusion will operate as a unit within Eaton's
Semiconductor Equipment Operations (SEO) group, and will maintain its
facilities in Rockville, Maryland. Fusion's business will continue to be
managed by its current operating team, headed by John Matthews.
Founded in 1971, Fusion is a leading supplier of single-wafer ashers
and photostabilizers used in the fabrication of advanced semiconductor devices.
The Company is headquartered in Rockville, MD and has approximately 400
employees at facilities throughout the United States, Europe, Japan, and South
Korea. Sales in 1996 were $84.6 million, more than half coming from Europe and
the Pacific Rim.
Leslie S. Levine, CEO of Fusion, said, "We believe this merger is an
excellent opportunity for the shareholders, the employees and managers and the
customers of Fusion. Our ability to support our customers with the highest
quality products and service will be
<PAGE> 2
enhanced significantly by this merger. In addition, technical and product
synergies will create new opportunities for the business."
Stephen R. Hardis, Eaton Chairman and Chief Executive Officer, said the
merger is consistent with Eaton's stated growth strategy. "We have set a growth
goal for our semiconductor equipment business of $1.5 billion in sales in the
next five years. It is one of the major drivers for our overall corporate target
of becoming a $10 billion company by the year 2000. The potential of Fusion
Systems will be a significant factor in our semiconductor equipment growth
plans," Hardis said.
Brian R. Bachman, Eaton Senior Vice President -- Semiconductor and
Speciality Systems, said the merger of Fusion Systems' photostabilization and
asher technologies with Eaton's ion implantation and thermal processing systems
will enhance the product portfolio the company brings to its semiconductor
manufacturing customers. "Fusion has demonstrated the ability to define,
develop and supply products which bring clear competitive advantages to its
customers," Bachman said.
John C. Matthews, President of Fusion Semiconductor Systems, the
principal operating unit of Fusion Systems, spoke of Fusion's long relationship
with Eaton and with Dr. Peter Younger, Eaton Vice President -- Semiconductor
Equipment Operations. "I have known Peter Younger for many years; our
businesses have collaborated periodically on technology opportunities. We have
similar business and personal values and, with the common culture that exists
within our two organizations and the business strengths we each possess, this is
a very powerful match."
Eaton Corporation, headquartered in Cleveland, Ohio, is a global
manufacturer of highly engineered products which serve industrial, vehicle,
construction, commercial and aerospace markets. Principal products, in addition
to ion implanters for the semiconductor industry, include electrical power
distribution and control equipment, truck transmissions and axles, engine
components, hydraulic products and a wide variety of controls. Eaton has 54,000
employees and 151 manufacturing sites in 26 countries around the world. Sales
for 1996 were $7 billion.
Eaton's Semiconductor Equipment Operations (SEO), is a market leader in
the manufacture of ion implantation equipment for semiconductor device
manufacturers worldwide. SEO is headquartered in Beverly, MA, and is currently
comprised of three business units offering a full line of ion implantation and
thermal processing equipment. SEO recently shipped its first ion implanter
for the flat panel liquid crystal display industry. SEO has manufacturing
facilities in Beverly, Austin, TX, and Korea, as well as a joint venture
operation in Japan.
Fusion Systems Corporation is a leading supplier of single-wafer ashers
and photostabilizers used in the fabrication of advanced semiconductor devices.
The Company is headquartered in Rockville, Maryland and has offices throughout
the United States, Europe, Japan and South Korea. Fusion Systems Corporation is
a registered trademark of the Company. Fusion's World Wide Web site address is
http://www.fusn.com.
*****
