SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): January 16, 1997
ETEC SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-26968 94-3094580
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
26460 Corporate Avenue, Hayward, California 94545
(Address of principal executive offices) (Zip Code)
(510) 783-9210
(Registrant's telephone number, including area code)
This report consists of four pages and contains no exhibits.
ITEM 5. OTHER EVENTS
See the following press release, dated January 16, 1997, announcing the
adoption of a shareholder rights plan.
ETEC SYSTEMS:
Phil Koen Rae Anne Chalmers David Miller
Chief Financial Officer Manager, Investor Relations Manager, Marketing Comm.
ph: 510.887.3473 ph: 510.887.3578 ph.: 510-780-3710
fax: 510.732.1469 fax: 510.732.1469 fax: 510-887-2870
ETEC SYSTEMS, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
HAYWARD, Calif., January 16, 1997--Etec Systems, Inc. (Nasdaq:ETEC), a leader in
pattern generation (PG) equipment for the worldwide semiconductor and
electronics industries, announced today that its board of directors has adopted
a shareholder rights plan designed to ensure fair and equal treatment for all
shareholders, in the event of a proposed acquisition of the company, by
enhancing the ability of the board of directors to negotiate more effectively
with a prospective suitor. Under the plan, shareholder rights will be triggered
if a hostile party acquires 15% of the company's stock without approval of the
board of directors.
"We are not aware of any specific current threat, and we have no particular
reason to believe we will be the target of a takeover attempt in the future,"
stated Steve Cooper, Etec Systems Inc. Chairman, President and Chief Executive
Officer. "However, this plan will strengthen the board's position to negotiate
a fair transaction for Etec shareholders, should such an action be attempted. We
feel that with the adoption of the plan, we have made a prudent management
decision to protect our shareholders in the event an unsolicited attempt is made
to acquire the company for less than its fair market value. We are committed to
protecting long-term value for our shareholders, and the adoption of this plan
is designed to deter coercive takeover tactics."
Under the plan, the board will retain the power to redeem plan rights for $.01
per share, if deemed appropriate in connection with a transaction determined by
the board to be in the best interests of shareholders.
Details regarding the rights plan are outlined in a summary that will be mailed
to all shareholders.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: EXCEPT FOR HISTORICAL INFORMATION, THE MATTERS DISCUSSED IN THIS NEWS
RELEASE ARE FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE PROJECTED, INCLUDING BUT NOT LIMITED TO THE EFFECTIVENESS OF THE RIGHTS IN
PROTECTING THE COMPANY'S SHAREHOLDERS AGAINST UNSOLICITED TAKEOVER ATTEMPTS AT
LESS THAN FAIR VALUE AND OTHER RISKS DETAILED FROM TIME TO TIME IN THE COMPANY'S
SEC REPORTS. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE INFORMATION IN THIS
RELEASE.
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ABOUT ETEC: Etec Systems, Inc. is a leader in pattern generation (PG) equipment
for the worldwide semiconductor and electronics industries. Its products include
electron- and laser-beam systems that produce high-precision masks, used to
print circuit patterns onto semiconductor wafers and high-speed, large-area
laser direct imaging systems for electronic interconnect production
applications. Founded in 1970, the company is headquartered in Hayward, Calif.,
with manufacturing facilities in Hayward, Beaverton, Ore., and Tucson, Ariz.,
with sales and service offices worldwide. Etec's stock is traded on the Nasdaq
Stock Market under the symbol ETEC. The company's website can be found at
www.etec.com.
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SIGNATURE
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 thereunto duly authorized.
ETEC SYSTEMS, INC.
(Registrant)
January 30, 1997 By: /s/ Edward B. Quigley
----------------------
Edward B. Quigley
Controller (Principal Accounting Officer)
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