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 29, 1999
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ELECTRO SCIENTIFIC INDUSTRIES, INC.
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(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)
Item 2. Acquisition or Disposition of Assets
On January 29, 1999, Electro Scientific Industries, Inc. (the "Company")
acquired MicroVision Corp. ("MicroVision") by means of a merger of Magellan
Merger Corp., a wholly owned subsidiary of the Company, with and into
MicroVision. Pursuant to the terms of a related asset purchase agreement, the
Company, through another wholly owned subsidiary, acquired from Minnetonka
Investments, a Minnesota general partnership ("Minnetonka"), certain equipment,
real property and other assets used in the business of MicroVision. MicroVision,
a privately held Minnesota corporation, provides front-end wafer sort,
inspection and handling products and back-end IC inspection and handling
equipment.
In connection with the acquisition of the stock of MicroVision, the Company
issued 954,525 shares of its Common Stock to Thomas Randgaard, Paul Sjolund and
Mark Tschurr, the shareholders of MicroVision, as merger consideration. The
Company also assumed options held by Mark Tschurr, providing for the issuance of
up to 39,475 shares of Company Common Stock. In the related asset acquisition,
the Company issued 24,500 shares to Thomas Randgaard and Paul Sjolund, the
partners of Minnetonka.
MicroVision will operate as a wholly owned subsidiary of the Company.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired. Not required.
(b) Pro forma financial information. Not required.
(c) Exhibits.
2.1 Agreement of Reorganization and Merger, dated January 28, 1999,
among the Company, MicroVision, Magellan Merger Corp. and Thomas
M. Randgaard, Paul R. Sjolund and Mark W. Tschurr.
2.2 Asset Purchase Agreement, dated January 29, 1999, among the
Company, Magellan Acquisition Corp., Minnetonka, and Thomas M.
Randgaard and Paul R. Sjolund.
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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: February 5, 1999
ELECTRO SCIENTIFIC INDUSTRIES, INC.
By J. L. REINHART
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Joseph L. Reinhart
Vice President, Business Development
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EXHIBIT INDEX
Exhibit Description
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2.1 Agreement of Reorganization and Merger, dated January 28, 1999,
among the Company, MicroVision, Magellan Merger Corp. and Thomas
M. Randgaard, Paul R. Sjolund and Mark W. Tschurr.
The following exhibits and schedules to the Agreement of
Reorganization and Merger have been omitted and will be provided
to the Securities and Exchange Commission upon request:
Exhibit A Plan of Merger
Exhibit B Form of Employee Confidentiality and Assignment
Agreement
Exhibit C Form of Pledge and Escrow Agreement
Exhibit D Form of Noncompetition and Nonsolicitation
Agreement
Exhibit E Form of Asset Purchase Agreement
Exhibit F Form of Resignation and Release
Exhibit G Form of Employee Confidentiality and Invention
Agreement
Exhibit H-1 Opinion Certificate
Exhibit H-2 Opinion Certificate
Exhibit H-3 Poolability Opinion
Exhibit I Form of Investment Representations Certificate
Schedule 3.1 Representations and Warranties of MicroVision
and the Shareholders
Schedule 3.1.1 Organization and Status
Schedule 3.1.2 Capitalization
Schedule 3.1.4 Governmental Filings
Schedule 3.1.5 Investments; Subsidiaries
Schedule 3.1.6 No Adverse Consequences
Schedule 3.1.7 Financial Statements
Schedule 3.1.8 Undisclosed Liabilities; Returns
Schedule 3.1.9 Absence of Certain Changes or Events
Schedule 3.1.11 Litigation
Schedule 3.1.12 Compliance with Laws; Judgments
Schedule 3.1.13 Employment Matters
Schedule 3.1.13.1 Labor Matters
Schedule 3.1.13.2 Employee Benefits
Schedule 3.1.13.3 Employment Agreements
Schedule 3.1.13.4 Compensation
Schedule 3.1.13.5 Confidentiality and Inventions Agreements
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 3.1.16.1 Title
Schedule 3.1.16.2 Year 2000
Schedule 3.1.17 Certain Contracts and Arrangements
Schedule 3.1.18 Status of Contracts
Schedule 3.1.19 Insurance
Schedule 3.1.20 Permits and Licenses
Schedule 3.1.21 Taxes
Schedule 3.1.21.1 Returns
Schedule 3.1.22 Related Party Interests
Schedule 3.1.23 No Powers of Attorney or Restrictions
Schedule 3.1.24 Environmental Conditions
Schedule 3.1.24.1 Compliance
Schedule 3.1.24.2 Hazardous Substances
Schedule 3.1.24.3 Filings and Notices
Schedule 3.1.25 Consents and Approvals
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
2.2 Asset Purchase Agreement, dated January 29, 1999, among the Company,
Magellan Acquisition Corp., Minnetonka, and Thomas M. Randgaard and
Paul R. Sjolund.
The following exhibits and schedules to the Asset Purchase
Agreement have been omitted and will be provided to the
Securities and Exchange Commission upon request:
Exhibit A Real Property
Exhibit A-1 Assumption Agreement
Exhibit B Assignment and Bill of Sale
Exhibit B-1 General Warranty Deed
Schedule 1.02-2 Excluded Assets
Schedule 2.01-2 Assumed Liabilities
Schedule 2.02 Allocation of Purchase Price
Schedule 4.03 Buyer Closing Documents
Schedule 4.04 Seller Closing Documents
Schedule 7.05 Litigation
Schedule 7.08-1 Permitted Encumbrances
Schedule 7.09 Changes Since 11/30/98
Schedule 7.10 Permits of Licenses (Certificate of Occupancy)
Schedule 7.11 Environmental Exceptions
Schedule 7.13 Consents and Approvals
Schedule 8.05 Third Party Consents