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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 14, 2001
SILICON VALLEY GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-11348 94-2264681
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
101 METRO DRIVE
SUITE 400
SAN JOSE, CA 95110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(408) 467-5910
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On May 14, 2001, Silicon Valley Group, Inc. announced that, due to the
decline in global semiconductor demand, Silicon Valley Group will reduce
headcount over the next few months by approximately 400 people, approximately
10% of the Company's workforce at March 30, 2001, affecting its worldwide
contract and permanent employees. Silicon Valley Group's announcement also
stated that it will shut down operations during the weeks of July 2nd and
September 4th in addition to the previously announced shut down in the June
quarter. The Company will continue to maintain its customer support requirements
and expects that critical R&D objects will not be impacted during those periods.
Silicon Valley Group has received additional requests from customers to delay
shipment of product scheduled to be delivered in the current June quarter for
its non-lithography sectors. These delays have prompted the Company to revise
the June quarter's revenue guidance of a 15% to 25% reduction from the March
ended quarter previously given in the April 25, 2001 earnings release. Silicon
Valley Group believes revenue for the June 30, 2000 quarter could result in a
30% to 40% decline from the previous quarter's revenue of $209 million.
On October 2, 2000, SVG announced that it had entered into an Agreement
and Plan of Merger with ASM Lithography, Inc. ("ASML"). The Company's
stockholders approved the merger with ASML on February 7, 2001 and the Company
expects to complete the transaction prior to June 1, 2001. Completion of the
transaction is subject to customary closing conditions. In connection with the
proposed transaction, ASML has filed a registration statement on Form F - 4 and
SVG has filed a proxy statement - prospectus, each with the Securities and
Exchange Commission. Investors and security holders are advised to read the
registration statement and the proxy statement - prospectus because they contain
important information. Investors and security holders may obtain a free copy of
the proxy statement - prospectus and other documents filed by SVG with the
Securities and Exchange Commission at the Securities and Exchange Commission's
web site at http://www.sec.gov. Free copies of the registration statement and
other documents filed by ASML with the SEC may be obtained from ASML by
directing a request to ASML, Attention: Franki D'Hoore (+31 40) 268-3938. Free
copies of the proxy statement - prospectus and other documents filed by SVG with
the SEC may also be obtained from SVG by directing a request to SVG, Attention:
Manager of Investor Relations (408) 467-5870.
The forgoing contains certain "forward - looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are naturally
subject to uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein. The forward - looking
statements contained herein include statements about the Company's expected
financial results in the current quarter, the ability of the Company to support
research and development projects and the expected completion of the pending
merger between ASML and SVG.
Factors that could cause actual results to differ materially from those
described herein include: orders and sales during the last days of the quarter;
accounting entries and adjustments at the closing of the quarter; changes in
accounting policies and in particular early adoption of Securities and Exchange
Commission Staff Accounting Bulletin 101; the Company's ability to successfully
develop new products; product demand; competition; currency fluctuations; the
economic environment of the semiconductor industry; the general economic
environment; and, with respect to the merger in particular, actions of the U.S.,
foreign and local governments; the inability to successfully integrate the
businesses of ASML and SVG; costs related to the merger; and labor integration
issues. More detailed information about these factors and other factors
affecting ASML and SVG is set forth in the reports filed by ASML and SVG with
the Securities and Exchange Commission. Neither ASML nor SVG is under any
obligation to (and expressly disclaims any such obligation to) update or alter
its forward - looking statements, whether as a result of new information, future
events or otherwise.
Silicon Valley Group's press release discussing these matters is attached
as Exhibit 99.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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99.1 Silicon Valley Group, Inc. Press Release issued May 14,
2001
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SIGNATURE
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.
SILICON VALLEY GROUP, INC.
(Registrant)
Date: May 17, 2001 By: /s/ Russell G. Weinstock
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Russell G. Weinstock
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Silicon Valley Group, Inc. Press Release issued May 14, 2001
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