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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) April 30, 1997
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KLA-TENCOR CORPORATION
(Exact name of registrant as specified in Charter)
DELAWARE 000-09992 04-2564110
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
160 RIO ROBLES
SAN JOSE, CALIFORNIA 95134
(Address of Principal Executive Offices)
(408) 468-4200
(Registrant's Telephone Number, Including Area Code)
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ITEM 2 ACQUISITION OR DISPOSITION ASSETS.
KLA Instruments Corporation, a Delaware corporation ("KLA"), and Tencor
Instruments, a California corporation ("Tencor"), entered into an Agreement and
Plan of Reorganization , dated as of January 14, 1997 (the "Reorganization
Agreement"), among KLA, Tencor and Tiger Acquisition Corp., a wholly owned
subsidiary of KLA ("Merger Sub"). In accordance with the Reorganization
Agreement, Merger Sub merged into Tencor, Tencor became a wholly-owned
subsidiary of KLA, the corporate name of KLA was changed to "KLA-Tencor
Corporation" and each outstanding share of the common stock of Tencor, no par
value, was converted into one share of the common stock of KLA-Tencor
Corporation, $0.001 par value, as more fully described in the press release
filed herewith as Exhibit 99.1.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements and exhibits are filed as part of
this Report, where indicated.
(a) Financial statements of business acquired, prepared pursuant to
Rule 3-05 of Regulation S-X:
Financial statements for the period ended December 31, 1996 are
incorporated by reference to the Annual Report on Form 10-K filed
by Tencor Instruments on March 10, 1997 (File No.
000-20007).
(b) Pro forma financial information required pursuant to Article 11
of Regulation S-X:
The pro forma financial information is unavailable as of the date
of this filing. Such information will be filed on or before the
sixtieth day following the filing date of this Current Report on
Form 8-K.
(c) Exhibits in accordance with Item 601 of Regulation S-K:
Exhibit No. Description
2.1 Agreement and Plan of Reorganization, dated as of January 14, 1997, among KLA
Instruments Corporation, Tiger Acquisition Corp. and Tencor Instruments.
(Incorporated herein by reference to Registrant's Current Report on Form 8-K
filed on January 22, 1997, File No. 000-09992.)
2.2 Form of Agreement of Merger between Tencor Instruments and Tiger Acquisition
Corp.
99.1 Press release dated April 30, 1997.
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NUMBER -----------
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2.1 Agreement and Plan of Reorganization, dated as of January
14, 1997, among KLA Instruments Corporation, Tiger
Acquisition Corp. and Tencor Instruments. (Incorporated
herein by reference to Registrant's Current Report on Form
8-K filed on January 22, 1997, File No. 000-09992.)
2.2 Form of Agreement of Merger between Tencor Instruments
and Tiger Acquisition Corp.
99.1 Press release dated April 30, 1997.
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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.
KLA-TENCOR CORPORATION
Dated: May 2, 1997 By: /s/ Kenneth Levy
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Kenneth Levy
Chairman of the Board