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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): September 6, 2001
VEECO INSTRUMENTS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-16244 11-2989601
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
100 SUNNYSIDE BOULEVARD, WOODBURY, NEW YORK 11797
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (516) 677-0200
NOT APPLICABLE.
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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Item 5. Other Events.
On September 7, 2001, Veeco Instruments Inc., a Delaware corporation
("Veeco"), announced that it had entered into an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of September 6, 2001, with Veeco Acquisition
Corp., a Minnesota corporation and wholly-owned subsidiary of Veeco
("Acquisition"), Applied Epi, Inc., a Minnesota corporation ("Applied Epi"), the
shareholders of Applied Epi listed on the signature pages thereto and Paul E.
Colombo, as Stockholders' Representative. Pursuant to the Merger Agreement,
Acquisition will be merged with and into Applied Epi with the result that the
surviving corporation will be a wholly-owned subsidiary of Veeco. Pursuant to
the Merger Agreement, each share of Applied Epi's common stock issued and
outstanding immediately prior to the effective time of the merger shall be
converted into the right to receive 0.184 shares of Veeco common stock. Applied
Epi shareholders will have the right to elect to receive all or any portion of
the merger consideration in cash, provided that no more or less than $29.8
million of the total value of the merger consideration will be paid in cash.
Consummation of the transaction is subject to customary closing conditions
including, among others, approval by Applied Epi's shareholders and required
regulatory approvals.
The purchase price for the transaction was determined by arms-length
negotiations among the respective parties. The merger will be accounted for
using the purchase method of accounting and is expected to close by the end of
September 2001.
On September 7, 2001 Veeco issued a press release announcing the signing
of the Merger Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
c. Exhibits
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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99.1 Agreement and Plan of Merger, dated as of September 6, 2001,
among Veeco Instruments Inc., Veeco Acquisition Corp., Applied
Epi, Inc., the shareholders of Applied Epi, Inc. listed on the
signature pages thereof and Paul E. Colombo, as Stockholders'
Representative.
99.2 Veeco Press Release dated September 7, 2001 as filed with the
Securities and Exchange Commission pursuant to Rule 425.
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SIGNATURES
Pursuant to the requirement 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.
September 14, 2001
VEECO INSTRUMENTS INC.
(Registrant)
By: /s/ GREGORY A. ROBBINS
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Gregory A. Robbins
Vice President and General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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99.1 Agreement and Plan of Merger, dated as of September
6, 2001, among Veeco Instruments Inc., Veeco
Acquisition Corp., Applied Epi, Inc., the shareholders of
Applied Epi, Inc. listed on the signature pages thereof
and Paul E. Colombo, as Stockholders' Representative.
99.2 Veeco Press Release dated September 6, 2001 as filed
with the Securities and Exchange Commission pursuant
to Rule 425.
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