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) June 11, 1998
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ADE Corporation
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(Exact Name of Registrant as Specified in its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
0-26714 04-2441829
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(Commission File Number) (I.R.S. Employer I.D. No.)
80 Wilson Way, Westwood, Massachusetts 02090
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(Address of Principal Executive Offices, Including Zip Code)
(617) 467-3500
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
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On June 11, 1998, Theta Acquisition Corporation, a wholly-owned
subsidiary of ADE Corporation ("ADE") merged with and into Phase Shift
Technology, Inc., an Arizona corporation ("PST"). As a result of the Merger,
PST became a wholly-owned subsidiary of ADE and both PST shareholders, Dr.
Christopher Koliopoulos and David Basila, received 1,334,000 shares and 666,000
shares respectively of the common stock, $.01 par value of ADE. The amount of
consideration was determined as a result of arms-length negotiations between the
parties.
PST's business consists primarily of the design and manufacture of
non-contact optical instrumentation, including but not limited to
interferometric-based metrology products providing
enhanced yield management for the semiconductor and computer hard disk
industries. PST will continue to operate out of its Tucson, Arizona location as
a subsidiary of ADE.
Financial statements of PST required by Item 7(a) of Form 8-K and pro
forma financial information required by Item 7(b) of Form 8-K have not been
filed herewith and shall be filed on or before August 25, 1998. The Registrant
incorporates herein by reference and attaches hereto as Exhibit 2 the Agreement
and Plan of Merger, including a list of all omitted schedules and exhibits
thereto. The Registrant incorporates herein by reference the Registration
Rights Agreement attached hereto as Exhibit 4.6. The Registrant incorporates
herein by reference the News Release made available to the public on June 15,
1998 and attached hereto as Exhibit 20.
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.
ADE CORPORATION
Date: June 25, 1998 By:
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Mark D. Shooman
Vice President and
Chief Financial Officer
CURRENT REPORT ON FORM 8-K
ADE CORPORATION
EXHIBIT INDEX
Exhibit Sequential Page
Number Description of Exhibit Number
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2 Agreement and Plan of Merger, Including a List of All 4
Omitted Schedules and Exhibits Thereto
4.6 Registration Rights Agreement 40
20 News Release Dated June 15, 1998 49