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): January 15, 1997
CERPROBE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-11370 86-0312814
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(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction of incorporation)
600 Rockford Drive, Tempe, Arizona 85281
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (602) 967-7885
CERPROBE CORPORATION
CURRENT REPORT ON
FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Acquisition of Silicon Valley Test & Repair, Inc.
On January 15, 1997 (the "Closing Date"), pursuant to an Agreement of
Merger and Plan of Reorganization (the "Agreement"), by and among Cerprobe
Corporation, a Delaware corporation ("Registrant"), EMI Acquisition, Inc., a
Delaware corporation and wholly-owned subsidiary of Registrant ("Acquisition"),
Silicon Valley Test & Repair, Inc., a California corporation ("SVTR"), and
William E. Mayer and Carol Mayer, husband and wife (together, "Mayer"),
Registrant acquired SVTR by merger of SVTR with and into Acquisition. The
purchase price paid by Registrant under the Agreement consisted of (i)
$3,850,000 in cash, subject to subsequent adjustment based on SVTR's net worth
as of the Closing Date; and (ii) 300,000 shares of the common stock of
Registrant, of which 125,000 shares have been placed in escrow as a source of
recourse for certain indemnification claims Registrant and Acquisition may have
against Mayer pursuant to the Agreement. Under the Agreement, Mayer may receive
up to an additional $500,000 in cash and up to 50,000 additional shares of
Registrant's common stock if Acquisition achieves certain sales and operating
profit targets for calendar year 1997.
The amount and nature of the purchase price were determined by
arms-length negotiations among the parties. The cash used in the transaction was
provided from the proceeds of a private placement of convertible preferred stock
issued by Registrant on January 18, 1996.
In connection with the Agreement, Registrant entered into a
registration rights agreement with Mayer (the "Registration Rights Agreement").
The Registration Rights Agreement grants Mayer certain "piggyback" registration
rights. Additionally, Mr. Mayer entered into an employment agreement with
Acquisition (the "Employment Agreement") that expires on December 31, 1999.
Pursuant to the Employment Agreement, Mr. Mayer will serve initially as
President of Acquisition for six months and thereafter as Vice President -
Strategic Technology Development of Acquisition at a salary of $200,000 per
year. The Employment Agreement contains a covenant not to compete for the period
of his employment and for a period of 18 months after the expiration or
termination of the Employment Agreement.
SVTR refurbishes and upgrades automatic wafer probing equipment used in
the semiconductor industry. Registrant intends for Acquisition to continue the
operations of SVTR.
The acquisition will be accounted for using the purchase method.
Accordingly, the purchase price will be allocated to assets acquired and
liabilities assumed based upon their estimated fair values. Preliminary
estimates of purchased in-process research and development in connection with
the allocation is approximately $5,400,000. The current state of the research
and development products/processes is not yet at a technologically feasible or
commercially viable stage. Registrant does not believe that the research and
development products/processes have any future alternative use because if they
are not finished and brought to ultimate product or process completion, they
have no other value. Therefore, consistent with generally accepted accounting
principles, Registrant intends to take a one-time charge for the full value of
the purchased in-process research and development in the first quarter ending
March 31, 1997.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired.
As of the date of filing of this Form 8-K, it is impracticable for
Registrant to provide the financial statements required by this Item 7(a). In
accordance with Item 7(a)(4) of Form 8-K, such financial statements shall be
filed by amendment to this Form 8-K not later than 60 days after the date of
this Form 8-K.
(b) Pro Forma Financial Information.
As of the date of filing of this Form 8-K, it is impracticable for
Registrant to provide the pro forma financial information required by this Item
7(b). In accordance with Item 7(b) of Form 8-K, such financial statements shall
be filed by amendment to this Form 8-K not later than 60 days after the date of
this Form 8-K.
(c) Exhibits.
Exhibit No. Description of Exhibit
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1 Agreement of Merger and Plan of Reorganization dated January 15, 1997, by
and among Registrant, EMI Acquisition, Inc., Silicon Valley Test & Repair,
Inc., and William and Carol Mayer
2 Registration Rights Agreement dated January 15, 1997, by and between
Registrant and William and Carol Mayer
3 Employment Agreement dated January 15, 1997, by and between Registrant and
William and Carol Mayer
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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.
CERPROBE CORPORATION
By:/s/ Randal L. Buness
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Randal L. Buness
Vice President, Chief Financial
Officer, Secretary, and Treasurer
Dated as of: January 30, 1997
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