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 26, 1997
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ELECTRO SCIENTIFIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oregon 0-12853 93-0370304
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
13900 NW Science Park Dr., Portland, OR 97229
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(Address of principal executive offices) (Zip Code)
(503) 641-4141
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(Registrant's telephone number, including area code)
No Change
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(Former name, former address and former fiscal year,
if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On June 26, 1997, Electro Scientific Industries, Inc. (the "Company")
acquired Chip Star Inc. ("Chip Star") by means of a merger of CI Merger Corp., a
wholly owned subsidiary of the Company, with and into Chip Star. Chip Star, a
privately held California corporation, provides termination systems for
miniature surface mount ceramic capacitor producers. The Company issued 591,840
shares of its Common Stock to Denver Braden and Angelo Mitchell, the two
shareholders of Chip Star, as merger consideration in the transaction. The
Company also assumed options held by certain Chip Star employees, providing for
the issuance of up to 108,160 shares of Company Common Stock. Chip Star will
operate as a wholly owned subsidiary of the Company.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired. Financial statements of
Chip Star are not filed because none of the conditions specified in
Rule 1-02(w) of Regulation S-X exceeds 20 percent.
(b) Pro forma financial information. Pro forma financial information is
not filed because none of the conditions specified in Rule 1-02(w) of
Regulation S-X exceeds 20 percent.
(c) Exhibits.
2.1 Agreement of Reorganization and Merger, dated June 26, 1997, by
and among the Company, Chip Star, CI Merger Corp., Denver Braden
and Angelo Mitchell.
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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.
Dated: July 7, 1997
ELECTRO SCIENTIFIC INDUSTRIES, INC.
By BARRY L. HARMON
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Barry L. Harmon, Senior Vice
President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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2.1 Agreement of Reorganization and Merger, dated June 26, 1997, by and
among the Company, Chip Star, CI Merger Corp., Denver Braden and
Angelo Mitchell.
The following schedules to the Agreement of Reorganization and
Merger have been omitted and will be provided to the Securities and
Exchange Commission upon request:
Schedule 2.1 Employee Agreements
Schedule 3.1 Representations and Warranties of Chip Star
and the Shareholders
Schedule 3.1.2 Capitalization
Schedule 3.1.13.2 Employee Benefits
Schedule 3.1.13.3 Employment Agreements
Schedule 3.1.13.4 Compensation
Schedule 3.1.14 Title to and Condition of Real Property
Schedule 3.1.15 Title to and Condition of Fixed Assets
Schedule 3.1.16 Intellectual Property
Schedule 3.1.17 Certain Contracts and Arrangements
Schedule 3.1.19 Insurance
Schedule 3.1.20 Permits and Licenses
Schedule 3.1.21 Taxes
Schedule 3.1.22 Related Party Interests
Schedule 3.1.27 Receivables
Schedule 3.1.28 Bank Accounts
Schedule 3.1.29 Product Warranties
Schedule 3.1.30 Inventories
Schedule 3.1.32 Backlog and Customer Information
Schedule 3.1.36 Customer Programs