Securities and Exchange Commission
Washington, D.C. 20579
------------------------------
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) - February 13, 1997
SpeedFam International, Inc.
___________________________________________________________________________
(Exact name of registrant as specified in its charter)
Illinois 0-26784 36-2421613
- ----------------- ----------- -----------
(State of other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7406 West Detroit, Chandler, AZ 85226
- --------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 961-2175
Item 5. Other Events
On February 13, 1997, the Registrant entered into an Underwriting Agreement
with Lehman Brothers Inc., Alex. Brown & Sons Incorporated and Needham &
Company, Inc., as Representatives of several underwriters (the
"Representatives"), and certain shareholders of the Registrant (the
"Underwriting Agreement"). Pursuant to the Underwriting Agreement, the
Registrant and certain shareholders of the Registrant propose to sell an
aggregate of 3,000,000 shares of the Registrant's Common Stock. Of such shares,
2,050,000 are being offered by the Company. In addition, the Company granted the
underwriters named therein an option to purchase up to 450,000 additional shares
of Common Stock from the Company. Such shares of Common Stock are covered by a
Registration Statement on Form S-3 filed by the Registrant on January 30, 1997
(SEC File No. 333-20679).
The foregoing is qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is attached as an exhibit hereto and which is hereby
incorporated by reference herein.
-2-
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
2.1 Underwriting Agreement, dated as of February 13, 1997, between the
Registration and Lehman Brothers Inc., Alex. Brown & Sons Incorporated and
Needham & Company, Inc. (as Representatives of the several underwriters
named therein), and certain shareholders of the Registrant.
99.1 Indemnity Agreement, dated January 29, 1997, between the Registrant and
certain shareholders of the Registrant.
-3-
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.
SpeedFam International, Inc.
Date: February 14, 1997 By: /s/ Roger K. Marach
---------------------------
Name: Roger K. Marach
Title: Chief Financial Officer
-4-
Exhibit Index
Sequentially
Exhibit Description Numbered Page
2.1 Underwriting Agreement, dated as of
February 13, 1997, between the
Registration and Lehman Brothers
Inc., Alex. Brown & Sons
Incorporated and Needham & Company,
Inc. (as Representatives of the
several underwriters named
therein), and certain shareholders
of the Registrant.
99.1 Indemnity Agreement, dated January
29, 1997, between the Registrant
and certain shareholders of the
Registrant.
-5-