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): NOVEMBER 4, 1999
VEECO INSTRUMENTS INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-16244 11-2989601
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
TERMINAL DRIVE
PLAINVIEW, NEW YORK 11803
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (516) 349-8300
NOT APPLICABLE
(Former Name or Former Address, If Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 4, 1999, Veeco Instruments Inc., a Delaware corporation (the
"Company"), consummated the transactions contemplated by that certain Agreement
and Plan of Merger, dated as of October 14, 1999, among the Company, Veeco
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the
Company ("Acquisition"), Ion Tech, Inc., a Colorado corporation ("Ion Tech"),
and certain securityholders of Ion Tech (the "Ion Tech Merger Agreement").
Pursuant to the Ion Tech Merger Agreement, Acquisition merged with and into Ion
Tech. In consideration, the stockholders of Ion Tech became entitled to
receive an aggregate of 1,443,710 shares of common stock of the Company (the
"Ion Tech Merger Consideration"). The amount of the Ion Tech Merger
Consideration was determined by dividing the aggregate value of the
transaction, determined to be $43 million, by the average closing price of
the Company's common stock for the 20 business days ending on the third
business day prior to the signing of the Ion Tech Merger Agreement.
In addition, on November 4, 1999, the Company consummated the
transactions contemplated by that certain Agreement and Plan of Merger, dated as
of October 14, 1999, among the Company, Veeco Real Estate Corp., a Delaware
corporation and a wholly-owned subsidiary of the Company ("Real Estate Corp."),
Tulakes Real Estate Investments, Inc., a Colorado corporation ("Tulakes"), and
the securityholders of Tulakes, both of whom are principal securityholders of
Ion Tech (the "Tulakes Merger Agreement"). Pursuant to the Tulakes Merger
Agreement, Real Estate Corp. merged with and into Tulakes. In consideration,
the stockholders of Tulakes became entitled to receive an aggregate of 65,735
shares of common stock of the Company (the "Tulakes Merger Consideration")
and the Company assumed approximately $800,000 of outstanding indebtedness of
Tulakes. The amount of the Tulakes Merger Consideration was determined by
dividing the aggregate value of the transaction, determined to be $2.8
million, by the average closing price of the Company's common stock for the
20 business days ending on the third business day prior to the signing of the
Tulakes Merger Agreement. Tulakes owns the real property used in connection
with the business of Ion Tech, including a building housing Ion Tech's
corporate headquarters and manufacturing facility. Ion Tech intends to
continue using such real property in connection with its business.
The purchase prices for both transactions were determined by arms-length
negotiations among the respective parties. The mergers are intended to be
accounted for as pooling-of-interests.
On October 14, 1999, the Company issued a press release announcing the
execution of the Ion Tech Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
To be filed by amendment on or before January 18, 2000.
(b) Pro Forma Financial Information.
To be filed by amendment on or before January 18, 2000.
2
(c) Exhibits.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
2.1 Agreement and Plan of Merger, dated as of October 14, 1999,
among Veeco Instruments Inc., Veeco Acquisition Corp., Ion Tech,
Inc. and certain securityholders of Ion Tech, Inc.
2.2 Agreement and Plan of Merger, dated as of October 14, 1999,
among Veeco Instruments Inc., Veeco Real Estate Corp., Tulakes
Real Estate Investments, Inc. and the securityholders of Tulakes
Real Estate Investments, Inc.
99.1 Press Release, dated October 14, 1999, relating to the signing
of the Agreement and Plan of Merger, dated as of October 14,
1999, among Veeco Instruments Inc., Veeco Acquisition Corp., Ion
Tech, Inc. and certain securityholders of Ion Tech, Inc.
3
SIGNATURES
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.
VEECO INSTRUMENTS INC.
Date: November 17, 1999 By: /s/ JOHN KIERNAN
-------------------------------------
John Kiernan
Vice President - Corporate Controller
4
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF DOCUMENT NUMBERED PAGE
- ------ ----------------------- -------------
2.1 Agreement and Plan of Merger, dated as of October 14,
1999, among Veeco Instruments Inc., Veeco Acquisition
Corp., Ion Tech, Inc. and certain securityholders of Ion
Tech, Inc.
2.2 Agreement and Plan of Merger, dated as of October 14,
1999, among Veeco Instruments Inc., Veeco Real Estate
Corp., Tulakes Real Estate Investments, Inc. and the
securityholders of Tulakes Real Estate Investments, Inc.
99.1 Press Release, dated October 14, 1999, relating to the
signing of the Agreement and Plan of Merger, dated as of
October 14, 1999, among Veeco Instruments Inc., Veeco
Acquisition Corp., Ion Tech, Inc. and certain
securityholders of Ion Tech, Inc.
5