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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 2 TO
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 17, 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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The registrant hereby amends its Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 21, 2001, as amended by
Amendment No. 1 thereto filed with the Securities and Exchange Commission on
October 1, 2001, by deleting the date "September 21, 2001" in the first line of
Item 2 - Acquitision or Disposition of Assets thereof and replacing such date
with "September 17, 2001". As so amended, Item 2 will now read in its entirety
as follows:
Item 2. Acquisition or Disposition of Assets.
On September 17, 2001, Veeco Instruments Inc. (the "Company") consummated the
transactions contemplated by the 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. 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.
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.
October 2, 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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