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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
January 14, 1997
KLA INSTRUMENTS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE
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(State or other jurisdiction of incorporation)
000-09992 04-2564110
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(Commission File No.) (IRS Employer Identification Number)
160 RIO ROBLES
SAN JOSE, CA 95161
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(Address of Principal Executive Offices)
(408) 468-4200
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(Registrant's Telephone Number, Including Area Code)
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Item 5. OTHER EVENTS.
On January 14, 1997 KLA Instruments Corporation, a Delaware corporation
("KLA") and Tencor Instruments, a California corporation ("Tencor"), entered
into an Agreement and Plan of Reorganization (the "Merger Agreement") among KLA,
Tiger Acquisition Corp., a California corporation and a wholly-owned subsidiary
of KLA ("Merger Sub"), and Tencor, a California corporation. Pursuant to the
Merger Agreement, and subject to the conditions set forth therein (including
approval of the transaction by the stockholders and shareholders, respectively,
of KLA and Tencor), Merger Sub will be merged with and into Tencor (the
"Merger"). At the effective time of the Merger (the "Effective Time"), the
separate existence of Merger Sub will cease and Tencor will continue as the
surviving corporation and as a wholly-owned subsidiary of KLA ("Surviving
Corporation"). In connection with the Merger, holders of outstanding Tencor
Common Stock will receive, in exchange for each share of Tencor Common Stock
held by them, one share of KLA Common Stock. The Merger is intended to be a
tax-free reorganization under Section 368(a) of the Internal Revenue Code of
1986, as amended, and is intended to be treated as a pooling of interests for
financial reporting purposes in accordance with generally accepted accounting
principles. A copy of the press release issued by KLA and Tencor regarding the
Merger Agreement is filed herewith as Exhibit 99.1 and incorporated by reference
herein. A copy of the Merger Agreement together with all of the exhibits thereto
is filed herewith as Exhibit 2.1 and is incorporated by reference herein.
As an inducement to Tencor to enter into the Merger Agreement, KLA and
Tencor entered into a Stock Option Agreement dated January 14, 1997 ("KLA
Stock Option Agreement") pursuant to which KLA granted Tencor the right, under
certain conditions, to acquire shares of KLA Common Stock up to a number of
shares sufficient to give Tencor 19.9% of KLA's outstanding Common Stock. A
copy of the Tencor Stock Option Agreement and all exhibits thereto is included
as Exhibit 99.2 hereto and is incorporated by reference herein.
As an inducement to KLA to enter into the Merger Agreement, KLA and
Tencor entered into a Stock Option Agreement dated January 14, 1997 ("Tencor
Stock Option Agreement") pursuant to which Tencor granted KLA the right, under
certain conditions, to acquire shares of Tencor Common Stock up to a number of
shares sufficient to give KLA 19.9% of Tencor's outstanding Common Stock. A
copy of the KLA Stock Option Agreement and all exhibits thereto is included as
Exhibit 99.3 hereto and is incorporated by reference herein.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan or Reorganization dated January 14, 1997 by and
among KLA, a Delaware corporation, Tiger Acquisition Corp., a
California corporation and wholly-owned subsidiary of KLA, and
Tencor, a California corporation.
99.1 Press Release dated January 14, 1997
99.2 Stock Option Agreement dated January 14, 1997 by and between
Tencor, a California corporation and KLA, a Delaware corporation.
99.3 Stock Option Agreement dated January 14, 1997 by and between KLA,
a Delaware corporation, and Tencor, a California corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
KLA Instruments Corporation
Dated: January 21, 1997 By: /s/ Kenneth Levy
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Kenneth Levy
Chairman and CEO
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