<PAGE> 1
As filed with the Securities and Exchange Commission on April 14, 1999.
Registration No. 333-75965
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPEEDFAM-IPEC, INC.
(Exact name of Registrant as specified in its charter)
Illinois 36-2421613
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
305 North 54th Street, Chandler, Arizona 85226; (602) 961-2175
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Richard J. Faubert
President and Chief Executive Officer
305 North 54th Street, Chandler, Arizona 85226; (602) 705-2100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of communications to:
Roger K. Marach
SpeedFam - IPEC, Inc.
Chief Financial Officer
305 North 54th Street
Chandler, Arizona 85226
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and List
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
Subject to Completion, dated April 14, 1999
SPEEDFAM-IPEC, INC.
2,604,863 SHARES OF COMMON STOCK
The company has registered up to 2,604,863 shares of the company's
common stock that may be sold, from time to time, by the selling shareholders
identified in this prospectus.
The 2,604,863 shares consist of:
- 177,500 shares of the company's common stock issuable to Intel
Corporation, a selling shareholder, upon the exercise of warrants.
- 333,773 shares of the company's common stock issuable to Fletcher
International Limited, a selling shareholder, upon the exercise of
a warrant.
- 2,093,590 shares of the company's common stock issuable to selling
shareholders identified in this prospectus upon the conversion of
$115,000,000 aggregate principal amount of 6-1/4% Convertible
Subordinated Notes, due September 15, 2004 of IPEC.
The company will not receive any of the proceeds from the selling
shareholders' sale of their common stock.
The company's common stock trades on the Nasdaq National Market under
the symbol "SFAM." On April 13, 1999, the closing price of the company's common
stock as quoted on the Nasdaq National Market was $10 3/8.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CONSIDER
CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is April __, 1999.
<PAGE> 3
WHERE YOU CAN FIND MORE INFORMATION
The company files annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy the reports, proxy statements and other information at the
Commission's public reference room in Washington, D.C. You may also request
copies of these documents, upon payment of a duplicating fee, by writing to the
Commission. Please call the Commission at 1-800-SEC-0330 for more information on
the public reference rooms. You can also find these documents on the
Commission's web site at www.sec.gov.
This prospectus is part of the Registration Statement on Form S-3 that
the company filed with the Commission to register shares of the company's common
stock. This prospectus does not contain important information that you can find
in the Registration Statement and in the annual, quarterly and special reports,
proxy statements and other documents that the company files with the Commission.
The Commission allows the company to "incorporate by reference"
information previously filed with the Commission. The company can disclose in
this prospectus important information to you by referring you to those
documents. The information incorporated in this prospectus by reference is an
important part of this prospectus, except where any of the information has been
modified or superceded by the information in this prospectus or in information
incorporated by reference in this prospectus.
Also, some information that the company files after the date of this
prospectus with the Commission will automatically be incorporated in this
prospectus and update and supercede this information. The company incorporates
by reference the documents listed below and any future filings made with the
Commission by the company under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until all of the securities offered by this
prospectus are sold:
1. The company's Prospectus filed pursuant to Rule 424(b) on
March 9, 1999 (Registrant - No. 333-71897)
2. The company's Annual Report on Form 10-K/A for the fiscal year
ended May 31, 1998 (File No. 0-26784);
3. The company's Quarterly Report on Form 10-Q/A for the quarter
ended August 31, 1998 (File No. 0-26784);
<PAGE> 4
4. The company's Quarterly Report on Form 10-Q/A for the quarter
ended November 30, 1998 (File No. 0-26784);
5. The company's Quarterly Report on Form 10-Q for the quarter
ended February 28, 1999 (File No. 0-26784);
6. The company's Current Report on Form 8-K dated November 19,
1998 (File No. 0-26784);
7. The company's Current Report on Form 8-K dated April 6, 1999
(File No. 0-26784);
8. Description of the common stock of the company contained in
the Registrant's Form 8-A (File No. 0-26784) filed with the Commission
on September 18, 1995.
9. Integrated Process Equipment Corp.'s Annual Report on Form
10-K/A for the fiscal year ended June 30, 1998 (File No. 0-20470);
10. Integrated Process Equipment Corp.'s Quarterly Report on Form
10-Q/A for the quarter ended September 30, 1998 (File No. 0-20470);
11. Integrated Process Equipment Corp.'s Quarterly Report on Form
10-Q/A for the quarter ended December 31, 1998 (File No. 0-20470);
12. Integrated Process Equipment Corp.'s Current Report on Form
8-k dated January 31, 1999 (File No. 0-20470);
13. Integrated Process Equipment Corp.'s Current Report on Form
8-k dated January 19, 1999 (File No. 0-20470); and
14. Integrated Process Equipment Corp.'s Current Report on Form
8-k dated November 19, 1998 (File No. 0-20470);
The company will provide, without charge, to each person who receives
a copy of this prospectus a copy of the documents incorporated by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). You may obtain documents
incorporated by reference in this prospectus by requesting them in writing or by
telephone from:
SpeedFam-IPEC, Inc.
305 North 54th Street
Chandler, Arizona 85226
Attention: Investor Relations
Telephone Number: (602) 705-2100
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS. THE COMPANY HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. THE COMPANY IS NOT MAKING AN OFFER OF THE SHARES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS OR IN ANY DOCUMENT INCORPORATED BY REFERENCE
HEREIN IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THOSE
DOCUMENTS.
THE COMPANY
RECENT DEVELOPMENTS. On April 6, 1999, the shareholders of SpeedFam
International, Inc. and Integrated Process Equipment Corp. approved the merger
of their two companies and related transactions. Pursuant to the merger, IPEC
became a wholly owned subsidiary of SpeedFam and SpeedFam was renamed
SpeedFam-IPEC, Inc. As a result of the merger, holders of regular common and
Class A common stock of IPEC received .71 of one share of the company's common
stock for each IPEC share they owned. Pursuant to the merger, the company
assumed IPEC's outstanding warrants and guaranteed IPEC's 6-1/4% Convertible
Subordinated Notes due September 15, 2004. IPEC's warrants and notes outstanding
as of April 6, 1999 are exercisable for or convertible into, as the case may be,
shares of the company's common stock on an adjusted basis, in accordance with
the exchange ratio.
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RISK FACTORS
You should carefully consider the risks described below before making
your decision regarding whether to purchase the common stock offered by this
prospectus. Additional risks and uncertainties presently unknown to the company
or that the company currently believes are immaterial may also negatively impact
business operations. If any of these risks occurs, the company's business,
financial condition and results of operations could be seriously harmed.
RISKS RELATED TO THE MERGER
IF THE COMPANY DOES NOT INTEGRATE THE TECHNOLOGY AND OPERATIONS OF
SPEEDFAM AND IPEC QUICKLY AND EFFECTIVELY, THE POTENTIAL BENEFITS OF THE RECENT
MERGER MAY NOT OCCUR. Achieving the merger's potential benefits will require the
company to reduce excess personnel and redundant facilities and equipment.
Management's choices in this regard may not prove optimal in the long term. In
addition, the company must integrate all components of SpeedFam's and IPEC's
previously individual operations, including the following:
- Sales and marketing operations, including international distribution
channels. Prior to the merger, internationally, SpeedFam distributed
its products through a direct sales force while IPEC used
distributors. Combining international sales channels could result in
expense or customer confusion.
- Product offerings, including marketing of products to the other's
customers.
- Research and development programs.
- Manufacturing operations and philosophies. Prior to the merger,
SpeedFam assembled components purchased from multiple vendors, while
IPEC manufactured many of its products' components and purchased
others from vendors.
- Field service support for CMP equipment.
- Management information and reporting systems. Since SpeedFam and
IPEC used different management information systems, the company may
face difficulties obtaining timely and accurate information, data
and reports to operate the combined company effectively until
integration is completed.
The company cannot be certain that it can achieve integration of these
components without adversely impacting operations. To the extent management
focuses on integration, it may not be able to develop the business.
THE SUBSTANTIAL EXPENSES OF THE RECENT MERGER WILL HAVE A NEGATIVE
IMPACT ON RESULTS OF OPERATIONS. The Company has incurred, and will incur,
substantial expenses to complete the merger, including estimated costs of
approximately $6.5 million for financial, accounting and legal advisors and for
the special meetings of shareholders.
The Company is evaluating its strategic alternatives to increase the
profitability of the Company. These strategies relate to work force reductions,
discontinuing product lines and eliminating duplicate facilities. The Company
expects that these strategies will result in recoverability issues for certain
assets. The Company expects to incur in the fourth quarter of its fiscal year
1999, which ends May 31, 1999, a charge for severance costs, inventory
adjustments and asset impairments related to discontinued products lines,
cancellations of real estate leases and other merger expenses totaling an
estimated $50 to $70 million. Additional costs presently unknown may also
negatively impact the results of operations following the merger.
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- Estimated costs of $6.5 million for financial, accounting and legal
advisors and for the special meetings of shareholders.
- Integration costs that currently cannot be estimated.
These expenses will negatively impact the company's results of
operations for at least one year following the merger. Additional costs
presently unknown may also negatively impact results of operations after the
merger, and may result in the possibility of charges to be taken by the company.
These expenses include those relating to severance costs, inventory adjustments,
relocation costs, cancellation of real estate leases and the implementation of a
uniform management information system.
THE MERGER MAY RESULT IN A LOSS OF KEY EMPLOYEES. The company's success
following the merger depends on retaining and integrating SpeedFam and IPEC
personnel. The company has signed agreements with a few key IPEC employees to
retain their services. However, company employees may leave for many reasons,
including:
- As integration proceeds, the company anticipates eliminating excess
personnel in many functional areas. Other employees may leave for
varied reasons, such as increased workloads or the mistaken
assumption that the individual's job will be terminated.
- New and different corporate culture. Prior to the merger, SpeedFam
and IPEC had different corporate cultures. IPEC's employees had
greater autonomy than in SpeedFam's organization, which emphasized,
and continues to emphasize, more centralized planning and control
methods.
- Competition for qualified personnel in the industry served by the
company, particularly in the Phoenix metropolitan area, is intense.
SpeedFam and IPEC had experienced difficulty in attracting qualified
personnel in the past. The company expects to experience the same
difficulty in the future.
- Competitors may continue to recruit employees during integration.
This is common in mergers in the technology industry.
RISKS RELATED TO BUSINESS AND OPERATIONS
THE COMPANY'S GROWTH DEPENDS ON CONTINUED AND INCREASED ACCEPTANCE OF
CMP AMONG SEMICONDUCTOR MANUFACTURERS. While CMP is used by a number of advanced
logic semiconductor manufacturers, CMP has been used to manufacture advanced
memory devices only in the past 2 years. Continued and increased acceptance of
CMP systems depends on many factors considered by potential customers, including
the CMP product's:
- cost of ownership
- throughput
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<PAGE> 7
- process flexibility
- performance, including reliability
- customer support
Failure to adequately meet potential customers' needs with respect to
one or more of these factors will result in decreased acceptance of CMP and,
therefore, the company's CMP systems, which will in turn negatively impact the
company's profitability.
THE CURRENT SLOWDOWN IN THE SEMICONDUCTOR INDUSTRY CONTINUES TO
NEGATIVELY IMPACT THE COMPANY'S PROFITABILITY. The company is currently
experiencing a slowdown in product demand and volatility in product pricing for
the following reasons:
- the cyclical nature of the semiconductor industry
- general overcapacity of customers
- the financial crisis in Asia
This slowdown has reduced the revenue to the company in recent periods.
The company believes that the slowdown will continue to negatively impact
revenue performance for at least the next 12 to 18 months. Despite the slowdown,
however, the company will continue to invest in research and development and
customer support to remain competitive. This will result in reduced
profitability for the company.
BOTH SPEEDFAM AND IPEC HAD LOSSES PRIOR TO THE MERGER AND THE COMPANY
EXPECTS LOSSES IN THE NEAR FUTURE. SpeedFam had net losses of $2.1 million in
the quarter ended February 28, 1999, $4.3 million in the quarter ended November
30, 1998, and $5.5 million in the quarter ended May 31, 1998. SpeedFam did not
have a net loss for the quarter ended August 31, 1998, but did have an operating
loss of $3.5 million. IPEC had net losses of $16.1 million in the quarter ended
March 31, 1999, $14.0 million in the quarter ended December 31, 1998, and $10.1
million in the quarter ended September 30, 1998. These losses were primarily the
result of the slowdown in the industry combined with increasing investment in
research and development. The company currently believes it will continue to
experience losses as long as the industry slowdown continues.
THE COMPANY FACES INTENSE COMPETITION, INCLUDING FROM COMPANIES WITH
GREATER RESOURCES. Several companies currently market CMP systems that directly
compete with the company's products, including Applied Materials, Inc. and Ebara
Corporation. For several reasons, the company may not compete effectively with
competitors, including:
- Some competitors may have greater financial resources than the
company. They also may have more extensive engineering,
manufacturing, marketing and customer service and support
capabilities.
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<PAGE> 8
- Some competitors may supply a broader range of semiconductor capital
equipment than the company. As a result, these competitors may have
better relationships with semiconductor manufacturers, including
current and potential customers of the company.
- The company expects competitors to continue to improve their
existing technology and introduce new products. This could cause a
decline in the company's sales or lead to intensified price-based
competition.
- Other capital equipment manufacturers not currently involved in the
development of CMP systems may enter the market or develop
technology that reduces the need for the company's products.
THE COMPANY MAY NOT DEVELOP PRODUCTS IN TIME TO MEET CHANGING
TECHNOLOGIES. Semiconductor manufacturing equipment and processes are subject to
rapid technological changes and product obsolescence. Developing new products in
the rapidly evolving industry in which the company operates involves a number of
risks:
- Products may be introduced behind schedule or after customers have
made buying decisions.
- Products may not be accepted in the marketplace.
After the merger, competitive pressures will require the company to
continue to develop or enhance products, including both the copper and dual
damascene processes, end-point detection metrology, post-CMP cleaning and a 300
mm CMP system to address current and future needs of semiconductor
manufacturers. The company will also continue to develop products and processes
for thin film memory disk manufacturers and to enhance the plasma-assisted
chemical etch processes.
PRODUCT OR PROCESS DEVELOPMENT PROBLEMS COULD HARM THE COMPANY'S
RESULTS OF operations. The company's products are complex, and from time to time
have defects or "bugs" that are difficult and costly to fix. This can harm
results of operations for the company in two ways:
- The company incurs substantial costs to ensure the functionality and
reliability of products earlier in their life cycle. This can reduce
orders, increase manufacturing costs, adversely impact working
capital and increase service and warranty expenses.
- The company requires significant lead-times between product
introduction and commercial shipment. As a result, the company may
have to write off inventory and other assets related to products and
could lose customers and revenue.
THE COMPANY'S QUARTERLY OPERATING RESULTS WILL FLUCTUATE. The company's
quarterly operating results, like SpeedFam's and IPEC's prior to the merger,
will fluctuate due to a variety of factors, including:
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<PAGE> 9
- Industry demand for capital equipment, which depends on economic
conditions in the semiconductor, memory disk and silicon wafer
markets.
- Timing, cancellation or delay of customer orders and shipments. The
company derives a significant portion of revenue from the sale of a
relatively small number of machines during a given quarter. Order
and delivery delays and cancellations, even of one or two systems,
may cause the company to miss quarterly revenue and profit
projections.
- Unexpected costs associated with sales and service of the CMP tools
and processes.
- The quarterly operating results of the company's joint ventures,
which the company accounts for on the equity method.
- Foreign currency exchange rates.
You should not consider results of operations in any period as an
indication of future results. Fluctuations in the company's operating results
may also result in fluctuations in the company's common stock price. In future
quarters, operating results may not meet the expectations of public market
analysts or investors and the trading price of the company's common stock could
decline.
ORDERS IN BACKLOG MAY NOT RESULT IN FUTURE REVENUE. The company
includes in backlog only those customer orders for which the company has
accepted purchase orders. Expected revenue may be lower if customers cancel
or reschedule orders, which they can generally do without penalty.
For example, IPEC removed orders of approximately $12.0 million from its
backlog in the fourth quarter of fiscal 1997, primarily due to delays in,
and ultimately the suspension of, construction of a wafer fabrication
facility for a customer in Thailand.
THE COMPANY WILL DEPEND ON A SMALL NUMBER OF MAJOR CUSTOMERS. For the
foreseeable future, the company expects that it will sell machines to a limited
number of major customers. To date, the CMP process has been used primarily to
fabricate advanced semiconductors, which accounts for only a portion of the
overall semiconductor market.
In fiscal 1998, no SpeedFam customer accounted for 10.0% or more of its
total revenue. In fiscal 1997, AMD accounted for 12.8% and Komag accounted for
10.3% of SpeedFam's total revenue. In fiscal 1998, Intel represented 38.3% and
Tokyo Electron represented 12.0% of IPEC's revenue. In fiscal 1997, Intel
represented 51.0% of IPEC's revenue.
THE ASIAN FINANCIAL CRISIS IS HARMING THE COMPANY'S BUSINESS. The
company expects reduced sales to Asian customers for at least the next 12 to 18
months, which will negatively impact the company's sales growth and
revenue performance. A substantial portion of worldwide semiconductor
manufacturing capacity is located in the Far East. Pacific Rim countries are
experiencing severe currency and financing problems that are contributing to
economic slowdowns or recessions in those countries. The company's U.S.
dollar-denominated products have become more expensive in certain Asian
countries. In addition, some customers
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<PAGE> 10
in these countries may not be able to obtain satisfactory financing terms to
allow them to place volume orders or pay for equipment that has been shipped.
THE COMPANY'S FUTURE SUCCESS DEPENDS ON INTERNATIONAL SALES.
International sales accounted for 31.7% of SpeedFam's net sales for fiscal year
1998, 31.2% for fiscal year 1997 and 21.7% for fiscal year 1996. International
sales accounted for 45.5% of IPEC's revenue in its fiscal 1998, 26.6% in fiscal
1997 and 27.8% in fiscal 1996. The company expects that international sales will
continue to account for a significant portion of the company's net sales in
future periods. International sales are subject to risks, including:
- foreign exchange issues
- political, economic and regulatory environments of the countries
where customers are located
- collectibility of accounts receivable
- inadequate intellectual property protection
Foreign exchange issues also affect the value of the company's foreign
subsidiaries and the company's equity interest in its Far East joint venture.
The company does not manage this balance sheet risk through currency
transactions known as "hedging," which are designed to minimize this risk. The
company does try to manage near-term currency risks through "hedging." However,
efforts may not be enough to decrease the risks involved.
IF THE COMPANY IS UNABLE TO PROTECT ITS INTELLECTUAL PROPERTY, ITS
BUSINESS COULD SUFFER. The company's intellectual property portfolio is very
important to the potential success of the company. However, the company may not
be able to protect its technology because:
- pending and new patent applications may not be approved in a timely
manner or approved at all
- third parties may try to challenge or invalidate existing patents
and new patents
- policing unauthorized use of intellectual property is difficult and
expensive
- the laws of some foreign countries do not protect intellectual
property rights as much as U.S. laws
- competitors may independently develop similar technology or design
around intellectual property owned by the company
THIRD PARTIES MAY PREVENT THE COMPANY FROM SELLING PRODUCTS THAT
INFRINGE ON THOSE THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS. The company
cannot be certain that third parties will not in the future claim that its
products infringe their intellectual property rights. Third parties may
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<PAGE> 11
- bring claims of patent, copyright or trademark infringement
- obtain patents or other intellectual property rights that limit the
company's ability to do business or require the company to license
or cross-license technology
- bring costly, time-consuming lawsuits
Third parties hold many patents relating to CMP machines and processes.
The company licenses the right to manufacture CMP machines employing an orbital
motion in its AvantGaard 676, 776 and 876 from a semiconductor manufacturer.
THE COMPANY MAY EXPERIENCE YEAR 2000 COMPUTER PROBLEMS THAT HARM ITS
BUSINESS. Certain computer systems may not correctly recognize dates when the
year changes from 1999 to 2000. This could cause computers to either shut down
or lead to incorrect calculations. The company has reviewed its exposure to this
problem, and does not believe it will incur significant expenses either to
remedy the problem or as a result of the effect of the problem on business
operations. However, year 2000 issues may cause disruptions in the company's
business for the following reasons:
- The company cannot be certain that the measures taken are enough.
Despite completed efforts, the company may incur significant
expenses to remedy unforeseen problems or the company may suffer
disruptions in its business.
- Third parties with whom the company has relationships may not
successfully complete their year 2000 remediation efforts. This
could also result in disruptions in the company's business, which
would harm its financial condition, results of operations and
business prospects.
FORWARD LOOKING STATEMENTS
Certain statements made in this prospectus are forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Any statements contained or incorporated by reference
in this document, including statements to the effect that the company or its
management "believes," "expects," "anticipates," "plans," "may," "will,"
"projects," "continues," or "estimates," or statements concerning "potential,"
or "opportunity" or other variations of these words that are not statements of
historical fact should be considered forward-looking statements. Actual results
could differ materially and adversely from those expressed or implied in such
forward-looking statements as a result of certain factors, including those
discussed in "Risk Factors" beginning on page 3, which you should carefully
review.
YEAR 2000 READINESS DISCLOSURES
The statements made in "Risk Factors -- The company may experience
year 2000 computer problems that harm its business" on page 9 are "Year 2000
Readiness Disclosures" within the meaning of Section 3(9) of the Year 2000
Information and Readiness Disclosure Act. The protection of this Act does not
apply to federal securities fraud actions.
USE OF PROCEEDS
The company will not receive any proceeds from the sale of the shares
offered by this prospectus.
SELLING SHAREHOLDERS
The following table sets forth certain information known to us with
respect to ownership of our common stock as of April 6, 1999 by each selling
shareholder. In some instances, where the identity of the beneficial owner of
the securities could not be ascertained, the selling shareholder named is the
record holder of the securities.
SELLING SHAREHOLDERS IN CONNECTION WITH EXERCISE OF WARRANTS
<TABLE>
<CAPTION>
Number of Shares of Common Stock
Selling Shareholder Owned and Offered Hereby
------------------- ------------------------
<S> <C>
Intel Corporation (1) 177,500
Fletcher International Limited (2) 333,773
</TABLE>
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<PAGE> 12
SELLING SHAREHOLDERS IN CONNECTION WITH CONVERSION OF THE NOTES
<TABLE>
<CAPTION>
Number of Shares of
Principal Amount Common Stock
of Notes Owned and Offered
Selling Shareholder Beneficially Owned ($) Hereby (3)
------------------- ---------------------- -------------------
<S> <C> <C>
The Bank of New York 9,875,000 179,775
Bankers Trust company 8,180,000 148,917
Bear Stearns Securities Corp. 17,805,000 324,142
Boston Safe Deposit and Trust
Company 4,320,000 78,646
Brown Brothers Harriman & Co. 11,130,000 202,623
BT Alex. Brown Incorporated 852,000 15,510
Chase Manhattan Bank 16,990,000 309,305
Charles Schwab & Co., Inc. 25,000 455
Dain Rauscher Incorporated 125,000 2,275
DB Clearing Services (Deutsche
Morgan Grenfell) 3,000,000 54,615
Donaldson, Lufkin and Jenrette
Securities Corporation 10,000 182
First Clearing Corporation 20,000 364
First Marathon Securities Limited 500,000 9,102
Huntington National Bank 1,050,000 19,115
Investors Bank & Trust company 200,000 3,641
Lewco Securities Corp. 573,000 10,431
Lehman Brothers International 9,000,000 163,846
Merrill Lynch, Pierce, Fenner &
Smith, Inc. Safe Keeping 8,520,000 155,107
Merrill Lynch, Pierce, Fenner &
Smith, Inc. Debt Securities 100,000 1,820
Morgan Stanley & Co. Incorporated 175,000 3,185
National Financial Services
Corporation 10,000 182
The Northern Trust Company 950,000 17,294
PNC Bank, National Association 1,050,000 19,115
Salomon Smith Barney Inc. 15,000 273
State Street Bank and Trust
Company 20,270,000 369,017
Southwest Securities, Inc. 30,000 546
Dean Witter Reynolds, Inc. 50,000 910
</TABLE>
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<PAGE> 13
<TABLE>
<CAPTION>
Number of Shares of
Principal Amount Common Stock
of Notes Owned and Offered
Selling Shareholder Beneficially Owned ($) Hereby (3)
------------------- ---------------------- -------------------
<S> <C> <C>
Fifth Third Bank 175,000 3,185
----------- -----------
Total 115,000,000 2,093,590
=========== ===========
Total Shares Offered Hereby 2,604,863
</TABLE>
- ------------------------
(1) Intel acquired beneficial ownership of SpeedFam-IPEC, Inc. common stock by
exercising warrants issued to Intel pursuant to a Warrant Purchase
Agreement, dated October 4, 1996, between IPEC and Intel and assumed by
SpeedFam-IPEC, Inc. pursuant to the merger agreement between SpeedFam
International, Inc. and IPEC.
(2) Fletcher acquired beneficial ownership of SpeedFam-IPEC, Inc. common stock
by exercising warrants issued to Fletcher by IPEC pursuant to a
Subscription Agreement, dated December 12, 1996, between Fletcher and IPEC
and assumed by SpeedFam-IPEC, Inc. pursuant to the merger agreement between
SpeedFam International, Inc. and IPEC.
(3) Assumes a conversion price of $54.93. Under the terms of indenture, cash
will be paid in lieu of fractional shares, if any.
The warrants and notes - together, the "securities" - were originally
issued by IPEC and sold in transactions exempt from the registration
requirements of the Securities Act, to persons reasonably believed to be
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act) or other institutional "accredited investors" (as defined in Rule
501(a)(1), (2), (3) or (7) under Regulation D of the Securities Act). The
selling shareholders (which term includes their transferees, pledgees, donees or
their successors) may from time to time offer and sell pursuant to this
prospectus any or all of the common stock issued upon exercise or conversion, as
the case may be, of the securities.
The selling shareholders identified above may have sold, transferred or
otherwise disposed of, in transactions exempt from the registration requirements
of the Securities Act, all or a portion of their securities since the date in
which the information on the preceding table is presented. Information
concerning the selling shareholders may change from time to time and any such
changed information will be set forth in supplements to this prospectus if and
when necessary. Because the selling shareholders may offer all or some of the
common stock issuable upon conversion of the securities pursuant to the offering
contemplated by this prospectus, no estimate can be given as to the amount of
the common stock issuable upon conversion thereof that will be held by the
selling shareholders upon the termination of any such sales. In addition, the
selling shareholders identified above may have sold, transferred or otherwise
disposed of all or a portion of their securities since the date on which they
provided the information regarding their securities in transactions exempt from
the registration requirements of the Securities Act.
The per share exercise and conversion price, and therefore the number
of shares issuable upon exercise or conversion, as the case may be, of the
securities, is subject to adjustment under certain circumstances. Accordingly,
the number of shares of common stock issuable upon exercise or conversion, as
the case may be, offered hereby may increase or decrease.
-11-
<PAGE> 14
PLAN OF DISTRIBUTION
Any or all of the shares covered by this prospectus may be sold from
time to time by the selling shareholders, their pledgees, donees, transferees or
distributees, or their respective successors-in-interest. The selling
shareholders may sell all or a portion of the shares held by them from time to
time while the registration statement of which this prospectus is a part remains
effective. The aggregate proceeds to the selling shareholders from the sale of
shares offered by the selling shareholders hereby will be the prices at which
such shares are sold, less any commissions. There is no assurance that the
selling shareholders will sell any or all of the shares offered hereby.
The selling shareholders may sell the shares on the Nasdaq National
Market, in privately negotiated transactions or otherwise, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to such market prices or at negotiated prices. The shares may be sold by
selling shareholders by one or more of the following methods, including, without
limitation: (a) block trades in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction, (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account pursuant
to this prospectus, (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers, (d) privately negotiated transactions, and
(e) a combination of any such methods of sale. In effecting sales, brokers and
dealers engaged by selling shareholders may arrange for other brokers or dealers
to participate. Brokers or dealers may receive commissions or discounts from
selling shareholders (or, if any such broker or dealer acts as agent for the
purchaser of such shares, from such purchaser) in amounts to be negotiated.
Brokers and dealers may agree with the selling shareholders to sell a specified
number of such shares at a stipulated price per share, and, to the extent such
broker or dealer is unable to do so acting as agent for a selling shareholder,
to purchase as principal any unsold shares at the price required to fulfill the
broker's or dealer's commitment to such selling shareholder. Brokers and dealers
who acquire shares as principal may thereafter resell such shares from time to
time in transactions (which may involve block transactions and sales to and
through other brokers and dealers, including transactions of the nature
described above) in the over-the-counter market or otherwise at prices and on
terms then prevailing at the time of sale, at prices then related to the
then-current market price or in negotiated transactions and, in connection with
such resales, may pay to or receive from the purchasers of such shares
commissions as described above. The selling shareholders may also sell the
shares in accordance with Rule 144 under the Securities Act rather than pursuant
to this prospectus.
In connection with distributions of the shares or otherwise, the
selling shareholders may enter into hedging transactions with brokers and
dealers or other financial institutions. In connection with such transactions,
brokers and dealers or other financial institutions may engage in short sales of
the company's common stock in the course of hedging the positions they assume
with selling shareholders. The selling shareholders may also sell our common
stock short and redeliver the shares to close out such short positions. The
selling shareholders may also enter into option or other transactions with
brokers and dealers or other financial institutions which require the delivery
to such broker or dealer or other financial institution of this prospectus and
may resell pursuant to this prospectus. The selling shareholders may also pledge
shares to a broker or dealer or other
-12-
<PAGE> 15
financial institution, and, upon a default, such broker or dealer or other
financial institution may effect sales of the pledged shares pursuant to this
prospectus.
The selling shareholders and any brokers, dealers or agents that
participate with the selling shareholders in sales of the shares may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In such event, any commissions received by such broker, dealer or
agent and any profit on the resale of the shares purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not bid for or purchase
shares of our common stock during a period which generally commences one
business day prior to such person's participation in the distribution, subject
to certain exceptions.
The company is responsible for the expenses incident to the offering
and sale of the shares (other than commissions, discounts and fees of
underwriters, dealers or agents) in accordance with the agreements pursuant to
which registration rights were granted to the selling shareholders. The company
has agreed to indemnify the selling shareholders against certain losses, claims,
damages and liabilities, including liabilities under the Securities Act.
-13-
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering to be borne by
the company are:
<TABLE>
<S> <C>
Registration fee................. $ 9,052
Printing expenses................ 5,000
Accounting fees and expenses..... 7,500
Legal fees and expenses.......... 7,500
Miscellaneous.................... 5,948
------------
TOTAL.................... $35,000
============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 8.75 of the Illinois Business Corporation Act of 1983, as
amended (the "BCA") sets forth the conditions and limitations governing the
indemnification of officers, directors, and other persons.
Reference is made to Article X of SpeedFam's Bylaws which provides for
indemnification of directors, officers, employees or agents of SpeedFam's to the
full extent permitted by the above-mentioned section of the Act.
Section 8.75(g) of the BCA and Article X, Section (g) of the Bylaws
also authorize SpeedFam to purchase and maintain insurance on behalf of any
director, officer, employee or agent of SpeedFam against any liability asserted
against or incurred by them in such capacity or arising out of their status as
such whether or not SpeedFam would have the power to indemnify such director,
officer, employee or agent against such liability under the applicable
provisions of the Act or Bylaws. SpeedFam currently maintains a directors and
officers liability policy in the amount of $5 million.
II-1
<PAGE> 17
ITEM 16. EXHIBITS.
2.1 Agreement and Plan of Merger dated November 19, 1998.
Incorporated by reference to Exhibit 2.1 to the Registrants Form
S-4 filed on February 5, 1999 (Registration No. 333-71897).
4.1 Warrant Purchase Agreement, dated as of October 4, 1996, between
Integrated Process Equipment Corp. and Intel Corporation.
Incorporated by reference to Exhibit 10.1 to Integrated Process
Equipment Corp.'s Quarterly Report on Form 10-Q filed on November
14, 1996 for the Quarter ended September 30, 1996 (File No.
0-20470).
4.2 Subscription Agreement, dated as of December 12, 1996, between
Integrated Process Equipment Corp. and Fletcher International
Limited Incorporated by reference to Exhibit 99.1 to Integrated
Process Equipment Corp.'s Current Report on Form 8-K filed on
December 30, 1996 for reporting date December 16, 1996 (File No.
0-20470).
4.3 Indenture between the Integrated Process Equipment Corp. and
State Street Bank and Trust company of California, N.A., dated as
of September 15, 1997. Incorporated by reference to Exhibit 10.2
to Integrated Process Equipment Corp.'s Quarterly Report on Form
10-Q filed on November 13, 1997 for the Quarter ended September
30, 1997 (File No. 0-20470).
4.4 Registration Rights Agreement between Integrated Process
Equipment Corp. and the Initial Purchasers, dated September 15,
1997. Incorporated by reference to Exhibit 4.12 to Integrated
Process Equipment Corp.'s Registration Statement on Form S-3
filed on December 16, 1997 (File No. 333-42369).
*5.1 Opinion of Chapman and Cutler.
*23.1 Consent of Chapman and Cutler (included in Exhibit 5).
*23.2 Consent of KPMG LLP.
*23.3 Consent of KPMG LLP.
*24 Power of Attorney of the Registrant.
- ---------------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement,
(i) to include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
II-2
<PAGE> 18
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 159d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be in the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining
any Liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such Liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chandler, State of Arizona, on April 14, 1999.
SPEEDFAM-IPEC, INC.
By /s/ Roger K. Marach
----------------------
Roger K. Marach
Chief Financial Officer
(Principal Finanacial Officer)
II-4
<PAGE> 20
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
* Co-Chairman and Director
-------------------
James N. Farley
* Co-Chairman and Director
------------------
Sanjeev Chitre
* Vice Chairman and Director
------------------
Makoto Kouzuma
* Chief Executive Officer and Director
---------------------- (Principal executive officer)
Richard J. Faubert
/s/ Roger K. Marach Treasurer, Assistant Secretary and Chief April 14, 1999
------------------- Financial Officer (Principal financial and
Roger K. Marach accounting officer)
* Director
-----------------
Neil R. Bonke
Director
----------------------
William J. Freschi
Director
-------------------
Richard S. Hill
Director
----------------
Kenneth Levy
* Director
---------------------
Roger D. McDaniel
* by /s/ Roger K. Marach April 14, 1999
- ------------------------
Roger K. Marach
Attorney-in-fact
</TABLE>
II-5
<PAGE> 21
EXHIBIT INDEX
2.1 Agreement and Plan of Merger dated November 19, 1998.
Incorporated by reference to Exhibit 2.1 to the Registrants Form
S-4 filed on February 5, 1999 (Registration No. 333-71897).
4.1 Warrant Purchase Agreement, dated as of October 4, 1996, between
Integrated Process Equipment Corp. and Intel Corporation.
Incorporated by reference to Exhibit 10.1 to Integrated Process
Equipment Corp.'s Quarterly Report on Form 10-Q filed on November
14, 1996 for the Quarter ended September 30, 1996 (File No.
0-20470).
4.2 Subscription Agreement, dated as of December 12, 1996, between
Integrated Process Equipment Corp. and Fletcher International
Limited Incorporated by reference to Exhibit 99.1 to Integrated
Process Equipment Corp.'s Current Report on Form 8-K filed on
December 30, 1996 for reporting date December 16, 1996 (File No.
0-20470).
4.3 Indenture between the Integrated Process Equipment Corp. and
State Street Bank and Trust company of California, N.A., dated as
of September 15, 1997. Incorporated by reference to Exhibit 10.2
to Integrated Process Equipment Corp.'s Quarterly Report on Form
10-Q filed on November 13, 1997 for the Quarter ended September
30, 1997 (File No. 0-20470).
4.4 Registration Rights Agreement between Integrated Process
Equipment Corp. and the Initial Purchasers, dated September 15,
1997. Incorporated by reference to Exhibit 4.12 to Integrated
Process Equipment Corp.'s Registration Statement on Form S-3
filed on December 16, 1997 (File No. 333-42369).
*5.1 Opinion of Chapman and Cutler.
*23.1 Consent of Chapman and Cutler (included in Exhibit 5).
*23.2 Consent of KPMG LLP.
*23.3 Consent of KPMG LLP.
*24 Power of Attorney of the Registrant.
- --------------------
* Previously filed.
