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.)
Item 5. Other Events.
Veeco Instruments Inc. (the "Company") previously announced that it had entered
into an Agreement and Plan of Merger, dated as of September 6, 2001 (the "Merger
Agreement"), by and among the Company, Veeco Acquisition Corp. ("Acquisition"),
Applied Epi, Inc. ("Applied Epi"), the shareholders of Applied Epi listed on the
signature pages thereto and Paul E. Colombo, as Stockholders' Representative. In
connection with the Merger Agreement, the Company and American Stock Transfer
and Trust Company, as rights agent (the "Rights Agent"), entered into an
amendment dated as of September 6, 2001 to the Rights Agreement, dated as of
March 13, 2001, between the Company and the Rights Agent. The terms of the
amendment are set forth in the Amendment to Rights Agreement attached as Exhibit
4.1 to this Current Report on Form 8-K and incorporated herein by reference.
On September 17, 2001, the Company consummated the transactions contemplated by
the Merger Agreement. Pursuant to the Merger Agreement, Acquisition merged with
and into Applied Epi. As a result, Applied Epi became a wholly-owned subsidiary
of the Company. Under the Merger Agreement, the stockholders of Applied Epi
became entitled to receive an aggregate of 3,883,460 shares of common stock of
the Company and $29.8 million in cash. The merger consideration was determined
by arms-length negotiations among the respective parties. The cash portion of
the merger consideration was paid out of the Company's available cash. The
merger will be accounted for using the purchase method of accounting.
On September 19, 2001 Veeco issued a press release announcing the closing of the
transactions contemplated by the Merger Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a. Financial Statements of Business Acquired
To be filed by amendment on or before December 1, 2001.
b. Pro Forma Financial Information
To be filed by amendment on or before December 1, 2001.
c. Exhibits
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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4.1 Amendment to Rights Agreement, dated as
of September 6, 2001, between Veeco
Instruments Inc. and American Stock
Transfer and Trust Company, as rights
agent.
99.1 Veeco Press Release dated September 19,
2001 as
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filed with the Securities and
Exchange Commission pursuant to Rule
425.
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 21, 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
4.1 Amendment to Rights Agreement, dated as
of September 6, 2001, between Veeco
Instruments Inc. and American Stock
Transfer and Trust Company, as rights
agent.
99.1 Veeco Press Release dated September 19,
2001 as filed with the Securities and
Exchange Commission pursuant to Rule
425.
4