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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
May 4, 2001
ASM INTERNATIONAL N.V.
(Translation of registrant's name into English)
JAN VAN EYCKLAAN 10
3723 BC BILTHOVEN
THE NETHERLANDS
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes ______ No X
[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-____________________.]
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Table of Contents: Page
Consolidated Balance Sheets as of December 31, 2000
and March 31, 2001 (unaudited) ................................................................... 3
Consolidated Statements of Operations for the Quarters
ended March 31, 2000 and 2001 (unaudited) ....................................................... 4
Consolidated Statements of Comprehensive Income for the Quarters
ended March 31, 2000 and 2001 (unaudited) ....................................................... 5
Consolidated Statements of Shareholders' Equity as of March 31, 2000 and 2001 (unaudited)................. 5
Consolidated Statements of Cash Flows for the Quarters ended
March 31, 2000 and 2001 (unaudited) ............................................................. 6
Notes to Unaudited Consolidated Interim Financial Statements.............................................. 7
Management's Discussion and Analysis of Financial Condition and
Results of Operations ........................................................................... 12
Market Risk Disclosure ................................................................................... 15
Cautionary Factors ....................................................................................... 16
Incorporation by Reference ............................................................................... 22
Signatures ............................................................................................... 23
As used in this report, the terms "we," "us," "our" and "ASM International" mean
ASM International N.V. and its subsidiaries, unless the context indicates
otherwise.
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ASM INTERNATIONAL N.V.
CONSOLIDATED BALANCE SHEETS
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(thousands except share data) In Euro
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December 31, March 31,
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Assets 2000 2001
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(Note A) UNAUDITED
Cash and cash equivalents 106,805 126,728
Marketable securities 5 5
Accounts receivable (less allowance for doubtful
accounts of E 8,734 and E 9,122) 238,620 217,829
Inventories, net, (Note B) 188,001 200,756
Other current assets 23,828 25,306
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Total current assets 557,259 570,624
Property, plant and equipment, net (Note C) 152,168 171,399
Goodwill, net (Note D) 68,513 70,037
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Total Assets 777,940 812,060
===================================================================================================================================
Liabilities and Shareholders' Equity
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Notes payable to banks (Note E) 13,136 35,018
Accounts payable 142,342 125,113
Accrued expenses 88,703 94,455
Advance payments from customers 13,623 9,957
Deferred revenue 14,913 16,724
Income taxes 22,988 19,111
Current portion of long-term debt (Note F) 31,484 29,888
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Total Current Liabilities 327,189 330,266
Long-term debt (Note F) 31,660 24,116
Deferred income taxes 838 627
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Total Liabilities 359,687 355,009
Minority interest in subsidiary 109,931 122,865
Shareholders' Equity:
Common shares
Authorized 60,000,000 shares, par value Nlg .01,
issued and outstanding 48,797,346 and 48,842,014 shares 221 222
Financing preferred shares, none issued -- --
Preferred shares, issued none -- --
Capital in excess of par value 252,784 252,892
Retained earnings 58,818 77,348
Accumulated other comprehensive (loss)income (3,501) 3,724
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Total Shareholders' Equity 308,322 334,186
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Total Liabilities and Shareholders' Equity 777,940 812,060
===================================================================================================================================
See "Notes to Unaudited Consolidated Interim Financial Statements."
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ASM INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
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(thousands, except per share data) In Euro
(except number of shares)
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Three months ended
March 31,
2000 2001
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UNAUDITED UNAUDITED
Net sales 165,935 200,621
Cost of sales (94,219) (116,902)
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Gross profit 71,716 83,719
Operating expenses:
Selling, general and administrative costs (28,874) (31,645)
Research and development (13,867) (18,956)
Amortization of goodwill (159) (1,831)
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Total operating expenses (42,900) (52,432)
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Earnings from operations 28,816 31,287
Net interest and other financial (expenses)income (1,033) 1,196
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Earnings before income taxes, minority interest and
cumulative effect of change in accounting principle 27,783 32,483
Income taxes (3,962) (5,528)
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Earnings before minority interest and cumulative
effect of change in accounting principle 23,821 26,955
Minority interest (11,169) (8,425)
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Net earnings before cumulative effect of
change in accounting principle 12,652 18,530
Cumulative effect of change in accounting principle (1) (3,790) --
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Net earnings 8,862 18,530
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Basic net earnings per share:
Net earnings before cumulative effect of change in
accounting principle 0.30 0.38
Cumulative effect of change in accounting principle (1) (0.09) --
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Net earnings 0.21 0.38
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Diluted net earnings per share (2):
Net earnings before cumulative effect of change in
accounting principle 0.28 0.37
Cumulative effect of change in accounting principle (1) (0.08) --
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Net earnings 0.20 0.37
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Weighted average number of shares:
Basic 41,390 48,836
Diluted (2) 45,057 49,900
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(1) The cumulative effect of change in accounting principle relates to the
effect on prior years of the impact of the adoption of SEC Staff
Accounting Bulletin No. 101("SAB 101"), effective as of January 1,
2000, which sets forth guidelines on the timing of revenue recognition
of sales. The Statement of Operations for the three months ended March
31, 2000 has been restated to reflect the retroactive adoption of SAB
101 as of January 1, 2000. See Note A of the Notes to Unaudited
Consolidated Interim Financial Statements.
(2) The calculation of diluted net earnings per share reflects the
potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in earnings
of the Company. Only instruments that have a dilutive effect on net
earnings are included in the calculation. The assumed conversion
results in adjustment in the weighted average number of common shares
and net earnings due to the related impact on interest expense. The
calculation is done for each reporting period individually. See Note G
of the Notes to Unaudited Consolidated Interim Financial Statements.
See "Notes to Unaudited Consolidated Interim Financial Statements."
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ASM INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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(thousands, except per share data) In Euro
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Three months ended
March 31,
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2000 2001
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UNAUDITED UNAUDITED
Net earnings 8,862 18,530
Other comprehensive income:
Exchange rate changes for the period 1,031 9,367
Unrealized losses on derivative instruments and
hedging activities -- (2,142)
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Total other comprehensive income 1,031 7,225
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Comprehensive income 9,893 25,755
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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
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(thousands, except for number of common shares) In Euro
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Accumulated Total
Number of Capital in Retained other com- Share-
common Common excess of earnings prehensive holders'
shares shares par value (deficit) income (loss) Equity
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Balance December 31, 1999 40,107,784 182 103,443 (35,454) (2,619) 65,552
Issuance of common shares:
For stock options 847,105 4 2,698 -- -- 2,702
Exercise of warrants 3,537,957 16 27,514 -- -- 27,530
Net earnings -- -- -- 8,862 -- 8,862
Exchange rate changes for the
period -- -- -- -- 1,031 1,031
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Balance March 31, 2000 (unaudited) 44,492,846 202 133,655 (26,592) (1,588) 105,677
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Balance December 31, 2000 48,797,346 221 252,784 58,818 (3,501) 308,322
Issuance of common shares:
For stock options 44,668 1 108 -- -- 109
Net earnings -- -- -- 18,530 -- 18,530
Exchange rate changes for the
period -- -- -- -- 9,367 9,367
Unrealized losses on derivative
instruments and hedging activities) (2,142) (2,142)
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Balance March 31, 2001 (unaudited) 48,842,014 222 252,892 77,348 3,724 334,186
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See "Notes to Unaudited Consolidated Interim Financial Statements."
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ASM INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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(thousands) In Euro
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Three months ended
March 31,
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2000 2001
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UNAUDITED UNAUDITED
Cash flows from operating activities:
Net earnings 8,862 18,530
Depreciation and amortization 7,807 9,898
Cumulative effect of change in accounting
principle, net of tax 3,790 --
Deferred income taxes (271) (211)
Minority interest 11,169 8,425
Changes in other assets and liabilities (12,216) (10,651)
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Net cash provided by operating activities 19,141 25,991
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Cash flows from investing activities:
Net capital expenditures (13,610) (22,259)
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Net cash (used in)investing activities (13,610) (22,259)
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Cash flows from financing activities:
Proceeds from issuance of shares 6,678 109
Proceeds from long-term debt 3,392 1,511
Repayment of long-term debt and
subordinated debt (2,829) (12,510)
Other financing activities 3,386 21,882
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Net cash provided by financing activities 10,627 10,992
Exchange rate effects 2,888 5,199
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Net increase in cash and cash equivalents 19,046 19,923
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Supplemental disclosures of cash flow information Cash paid (received) during
the period for:
Interest 2,350 161
Income taxes 119 9,616
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Non cash financing activities:
Exercise of warrants and subsequent conversion
of subordinated notes and 6% zero-coupon
debentures into common shares 23,555 --
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See "Notes to Unaudited Consolidated Interim Financial Statements."
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ASM INTERNATIONAL N.V.
NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (amounts
in thousands of Euros, except per share and other non-financial data, unless
otherwise stated)
NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ASM International N.V. ("ASMI" or "the Company") is a corporation domiciled
in the Netherlands with principal operations in Europe, the United States,
Southeast Asia and Japan.
The accompanying condensed financial statements (hereinafter referred to as
the "Interim Financial Statements") have been prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S.
GAAP").
The Interim Financial Statements are unaudited but include all adjustments
(consisting of normal recurring adjustments) which the Company's management
considers necessary for a fair presentation of the financial position as of such
dates and the operating results and cash flows for those periods. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with U.S. GAAP have been condensed or omitted. The
results of operations for the three months ended March 31, 2001 may not
necessarily be indicative of the operating results for the entire fiscal year.
The December 31, 2000 balance sheet was derived from audited financial
statements but does not include all disclosures required by U.S. GAAP. However,
the Company believes that the disclosures are adequate to make the information
presented not misleading. These Interim Financial Statements should be read in
conjunction with the consolidated balance sheets of ASM International N.V. as of
December 31, 2000 and 1999, and the related consolidated statements of
operations, comprehensive income, cash flows and changes in shareholders' equity
for each of the three years in the period ended December 31, 2000.
Cumulative Effect of Change in Accounting Principle - Effective January 1,
2000 the Company adopted new guidance on revenue recognition as described in
Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements"
("SAB 101"), issued by the staff of the Securities and Exchange Commission (the
"SEC") in December 1999.
The new method of revenue recognition was adopted January 1, 2000 and has
been applied retroactively to revenue earned in prior years. A cumulative
adjustment of E 3,790 to apply retroactively is included in the Statement of
Operations for the three-month period ended March 31, 2000.
New Accounting Pronouncements - The Company adopted SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (`SFAS 133') as
amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133", and SFAS
No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities", effective as of January 1, 2001. SFAS 133 requires that all
derivative instruments be recorded on the balance sheet at fair value. Gains or
losses resulting from changes in the value of derivatives are accounted for
depending on the intended use of the derivative and whether they qualify for
hedge accounting. Upon adoption of SFAS 133 on January 1, 2001, the Company did
not incur a material transition adjustment.
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NOTE B: INVENTORIES
Dec. 31, 2000 March 31, 2001
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Components and raw materials 68,786 78,462
Work in process 104,875 108,082
Finished goods 14,340 14,212
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Inventories 188,001 200,756
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NOTE C: PROPERTY, PLANT & EQUIPMENT
Total
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At cost:
Balance January 1, 2001 320,888
Capital expenditure 22,297
Retirements and sales (468)
Translation effect 10,253
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Balance March 31, 2001 352,970
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Accumulated depreciation:
Balance January 1, 2001 168,720
Depreciation 8,067
Retirements and sales (430)
Translation effect 5,214
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Balance March 31, 2001 181,571
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Property, plant & equipment, net:
January 1, 2001 152,168
March 31, 2001 171,399
Useful lives in years:
Buildings and improvements 10-25 years
Machinery and equipment 2-10 years
Furniture and fixtures 2-10 years
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NOTE D: Goodwill
Total
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Goodwill at cost January 1, 2001 73,069
Acquired -
Translation effect 3,645
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Balance March 31, 2001 76,714
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Accumulated amortization January 1, 2001 4,556
Amortization 1,831
Translation effect 290
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Balance March 31, 2001 6,677
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Goodwill, net
January 1, 2001 68,513
March 31, 2001 70,037
The weighted average amortization period for acquired goodwill is 10 years.
NOTE E: NOTES PAYABLE TO BANKS
Dec. 31, 2000 March 31, 2001
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Finland -- 838
The Netherlands -- 16,182
Japan 13,132 17,723
Hong Kong 4 275
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13,136 35,018
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ASMI and its individual subsidiaries borrow under separate short-term
lines of credit with banks in the countries where they are located. The lines,
which contain general provisions concerning renewal and continuance at the
option of the banks, bear a weighted average interest rate of 4.20% at March 31,
2001.
Total short-term lines of credit available amounted to E 126,923 at
March 31, 2001. The amount outstanding at March 31, 2001 was E 35,018 and the
unused portion totaled E 91,905. The unused portion includes E 50,867 relating
to ASM Pacific Technology Inc. (ASMPT) and such amount is authorized solely for
use in the operations of ASMPT.
The Company does not provide guarantees for borrowings of ASMPT and
there are no guarantees from ASMPT to secure indebtedness of the Company. Under
the rules of the Stock Exchange of Hong Kong, ASMPT is precluded from providing
loans and advances other than trade receivables in the normal course of
business, to other ASM subsidiaries.
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NOTE F: LONG-TERM DEBT
Dec. 31, 2000 March 31, 2001
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Term Loans:
US $ facility 6.8%, due 2002 49,607 39,727
Japan, 1.7-3.3%, due 2005 - 2006 3,459 3,167
Finland, 2.25-4.25%, due 2006 - 2011 3,383 3,383
Mortgage loans:
The Netherlands, 5.35-6.75%, due 2007 - 2026 1,873 1,812
Japan, 2.75, due 2005 - 2006 4,468 4,217
Lease commitments
United States, 5.75 - 14.00%, due 2001-2005 354 375
Japan, 5.2%, due 2004 -- 1,323
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63,144 54,004
Current portion 31,484 29,888
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31,660 24,116
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On July 6, 2000, the Company entered into two financing arrangements.
Pursuant to the first such financing arrangement, the Company received a
two-year, non-revolving credit facility of US $75 million from Canadian Imperial
Bank of Commerce, acting through its New York agency, carrying a variable
interest rate linked to London Inter Bank Offered Rates and secured by
substantially all of the Company's shareholdings in ASMPT. US $69 million of
this facility was drawn down and the funds were used to purchase additional
shares in ASMPT from an ASMPT shareholder. The facility has a quarterly
repayment schedule. In the fourth quarter of 2000 the Company repaid US $23
million consisting of US $5.5 million installment and US $17.5 million partial
prepayments of the loan. In the first quarter of 2001 the Company repaid US $11
million consisting of two installments of US $5.5 million each. The outstanding
balance as of March 31, 2001 is US $35.0 million. The loan is secured by the
Company's shareholdings in ASMPT.
Pursuant to the second facility, the Company entered into a structured
equity line (the "Line") with an investor who is an affiliate of the bank
providing the credit facility mentioned immediately above. Under the Line, the
Company can issue, with intervals of at least five business days between two
issuances, common shares to the investor in amounts not exceeding US $10 million
and for a total not exceeding US $140 million. This maximum value of shares
which may be issued has been lowered to US $65 million by an amendment to the
Line as of March 9, 2001. The investor has committed to purchase these shares at
market price, which is defined as the volume weighted average price of five
trading days preceding the date of issuance, minus a discount of 4.5%. The
investor is not obligated to purchase shares if the purchase would cause the
aggregate number of common shares of the Company owned by the investor,
including those purchased during the previous 60 days, to exceed 9.9% of all of
the issued and outstanding common shares of the Company. The investor is also
under no obligation to purchase newly issued shares under the Line in the event
that the Company's registration statement registering the sale and resale of the
shares is not effective, certain conditions precedent to the Line are not
satisfied or certain covenants are not complied with. The Company is obligated
to register for resale the shares issuable under the Line with the Securities
and Exchange Commission ("SEC").
In the event of a collateral value shortfall under the credit facility,
the Company is obligated to deposit cash with the investor as collateral, prepay
the Line or issue shares to the investor and apply the proceeds to prepay the
Line in each case to the extent necessary to cure the collateral value
shortfall.
The long-term facilities offered by the Japanese banks to ASM Japan are
collaterized by the real estate and other assets of ASM Japan, with guarantees
provided by ASMI. In Finland, the long-term loans offered by Leonia Bank are
collaterized by machinery and equipment of ASM Microchemistry and guaranteed by
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ASMI.
Lease commitments relate to lease commitments on property, equipment
and machines.
NOTE G: EARNINGS PER SHARE
The following represents a reconciliation of net earnings and weighted
average number of shares outstanding (in thousands) for purposes of calculating
basic and diluted net earnings per share:
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Three months ended
March 31,
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2000 2001
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Net earnings used for purpose of
computing basic earnings per share 8,862 18,530
After-tax equivalent of interest expense
on convertible notes and exercisable
warrants 218 31
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Net earnings used for purposes of
computing diluted net earnings per
share 9,080 18,561
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Basic weighted average number of shares outstanding
at the end of period used
for purpose of computing basic earnings
per share 41,390 48,836
Dilutive effect of stock options 1,336 864
Dilutive effect of convertible notes and
exercisable warrants 2,331 200
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Dilutive weighted average number of
shares outstanding 45,057 49,900
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Net earnings per share:
Basic 0.21 0.38
Diluted 0.20 0.37
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read this discussion together with the financial statements and other
financial information included in this Form 6-K. This Form 6-K contains
forward-looking statements that involve risks and uncertainties described in
more detail later in this Form 6-K under the heading "Cautionary Factors."
Overview
We are a leader in the design, manufacture and sale of equipment and
solutions used to produce semiconductor devices. Our production equipment and
solutions are used by both the front-end and back-end segments of the
semiconductor market. We were incorporated under the laws of the Netherlands in
1968. Throughout our history, we have conducted business through subsidiaries
located worldwide. We established our operations in Hong Kong in 1975, in the
United States in 1976, in Japan in 1982, and in Finland in 1999 through the
acquisition of Microchemistry Ltd. We completed our initial public offering in
the United States in 1981 and in the Netherlands in 1996. We completed
subsequent public offerings in the United States in 1983 and in the United
States and the Netherlands in 2000. Our common shares are listed on the Euronext
Amsterdam in the Netherlands and the Nasdaq National Market in the United
States.
We conduct our back-end operations through ASM Pacific Technology,
which was our wholly-owned subsidiary until 1988, when we completed an initial
public offering of 25% of its shares, which are listed on the Hong Kong Stock
Exchange. We have since sold and purchased shares of ASM Pacific Technology on
the open market, and as of March 31, 2001, we owned 54.62% of its outstanding
shares. ASM Pacific Technology expanded operations with new production
facilities in China in 1989, Singapore in 1990, and new plants in China and
Malaysia in 2000.
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Results of Operations
Three Months Ended March 31, 2001 Compared To Three Months Ended March 31, 2000
Net sales. Net sales amounted to E 200.6 million for the first quarter of 2001,
which is an increase of 21% as compared to the same period in 2000 and a
sequential decrease of 25% over the fourth quarter of 2000. This sequential
decrease reflects the effects of the industry downturn experienced by all
semiconductor equipment manufacturers. Most of the contraction took place in our
back-end operations.
Gross profit. The gross profit margin amounted to 41.7% of net sales or 1.5
percentage points lower as compared to the same period in 2000 (43.2% of net
sales), and 3.9 percentage points lower compared to the fourth quarter of 2000.
The lower margin was caused by the weakness in the market with pressure on price
and lower volumes.
Selling, General and Administrative Costs. Selling, general and administrative
costs increased from E 28.9 million in the first quarter of 2000 to E 31.6
million in the first quarter of 2001, but declined from 17.4% of net sales in
the first quarter of 2000 to 15.8% of net sales in the first quarter of 2001,
the same level in percentage of sales as in the fourth quarter of 2000. To
adjust to the current market conditions, we have put in place expense reductions
and headcount freezes.
Research and Development. Research and development expenses increased from E
13.9 million or 8.4% of net sales in the first quarter of 2000 to E 19.0 million
or 9.4% of net sales in the first quarter of 2001. Investments in research and
development were E 4.1 million lower than the fourth quarter of 2000. We
concentrated our investments in research and development on the products that
have pushed our progress during the last two years. In our front-end, our
investments in research and development concentrated on high-k dielectrics,
low-k dielectrics, Atomic Layer Deposition and 300mm process applications; in
our back-end, our concentration was on performance improvements and new or
upgraded products.
Net Interest and Other Financial Income (Expenses). Net interest and other
financial income (expenses) changed from an expense of E 1.0 million in the
first quarter of 2000 to a net income of E 1.2 million in the same period in
2001. Interest costs declined due to the repayment of debt with the proceeds of
a public offering of common shares we completed in April of 2000 and with the
cash flow generated from operations. In addition, the strength of the US Dollar
and the Hong Kong Dollar versus the Euro, our reporting currency, resulted in
transaction exchange gains.
Taxes. We incurred E 5.5 million in tax expenses during the first quarter of
2001 compared to E 4.0 million in the first quarter of 2000. As of December 31,
2000, we had E 260 million in net operating loss carryforward, which we can
apply against future earnings reported in the United States and the Netherlands.
Net Earnings. Our net earnings for the first quarter in 2001 were approximately
E 18.5 million compared to E 8.9 million in the first quarter of 2000. The first
quarter of 2000 net earnings were influenced by a E 3.8 million cumulative
effect of a change in accounting principle due to the adoption of new accounting
guidelines for revenue recognition.
In an environment of weakness in the semiconductor industry and general economic
activity, we expect second quarter net earnings to be approximately 10 - 15%
below the level of the first quarter of 2001.
Lack of visibility beyond the present quarter continues to cast uncertainty over
the second half of this year. As we have previously noted, some segments of the
2001 market may contract 20% or more compared to 2000. The contraction will be
most
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apparent in the third and fourth quarter and more pronounced in our back-end
operations than in our front-end activities.
As the year progresses, we are prepared and ready to react to any change in the
market demand. Expense reductions and headcount freezes have already been put in
place and capital spending programs are being scrutinized.
Going forward, we anticipate that most of our recent major design wins from
top-tier companies will begin contributing to sales in the first quarter of
2002. In addition to revenue stream, these competitive successes provide an
opportunity for us to gain market share in the years ahead.
Backlog
New orders, net of cancellations, received in the first quarter of 2001 amounted
to E 87 million, 47% lower than the level of new orders received in the fourth
quarter of 2000. The backlog at the end of March 2001 stood at E 232 million, a
decrease of E 114 million, or 33%, compared to the backlog at the end of
December 2000. The March 2001 backlog does not include the majority of orders
resulting from our recently obtained design wins, since firm purchase orders for
most of these programs are anticipated to be forthcoming during the next several
quarters. Our backlog consists of orders of products by purchase orders or
letters of intent for future periods, typically for up to the next year. In
markets such as Japan, it is common practice for letters of intent to be used in
place of firm purchase orders. We sometimes allow customers to cancel or
reschedule deliveries. In addition, purchase orders are subject to price
negotiations and changes in quantities of products ordered as a result of
changes in customers' requirements. Depending on the complexity of an order, we
generally ship our products from one to six months after receipt of an order. We
include in the backlog only orders for which a delivery schedule has been
specified and to which the customer has assigned an order number.
Liquidity and Capital Resources.
Our liquidity is affected by many factors, some of which are related to our
ongoing operations and others of which are related to the semiconductor and
semiconductor equipment industries and to the economies of the countries in
which we operate. Although our cash requirements will fluctuate based on the
timing and extent of these factors, we believe that cash generated by
operations, together with the liquidity provided by our existing cash resources
and the arrangements governing our current indebtedness, will be sufficient to
fund working capital, capital expenditures and other ongoing business
requirements.
At March 31, 2001, our principal sources of liquidity consisted of E 126.7
million in cash and cash equivalents and E 91.9 million in undrawn bank lines.
Approximately E 122.8 million of the cash and cash equivalents and E 50.9
million of the undrawn bank lines are restricted to use in our back-end
operations.
During the three months ended March 31, 2001, the net cash inflow from operating
activities amounted to E 26.0 million, compared to a inflow of E 19.1 million
for the same period in 2000. The improvement was primarily driven by higher
earnings. During these three months, we invested approximately E 22.3 million in
capital equipment and facilities to increase our manufacturing and assembly
capacity, particularly our new 300 mm A412 facility in the Netherlands, and new
cleanrooms in the United States and Japan.
In the first quarter of 2001 we repaid E 12.5 million on our long-term debt and
received proceeds of E 1.5 million of new loans.
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The front-end business finances its operations from the cash flows derived from
its business activities and from collateralization of fixed and current assets.
Back-end operations are entirely self-financed by ASM Pacific Technology. The
cash resources and borrowing capacity of ASM Pacific Technology are not
available to our front-end operations.
We support borrowings of our front-end subsidiaries with guarantees. We have
also mortgaged our land and buildings to secure our front-end borrowings. We
have also pledged all of our shareholding in ASM Pacific Technology. The market
value of our investment in ASM Pacific Technology as of March 31, 2001 was
approximately E 395.9 million, which is higher than the market value at the end
of 2000, which was approximately E 318.4 million.
MARKET RISK DISCLOSURE
We are exposed to currency fluctuations, most notably fluctuations of the United
States dollar, the Hong Kong dollar and the Japanese Yen against the Euro. To
the extent that these fluctuations affect the value of our investments in our
affiliates, they are not hedged. The cumulative effect of these fluctuations are
separately reported in shareholders' equity and for the three months ended March
31, 2001, showed a positive movement of E 9.4 million.
Currency. Currency fluctuations that affect operating cash flows are hedged as a
policy. We view exposures on a consolidated basis and sell off or cover excess
or short positions, using spot or forward contracts which are entered into with
commercial banks of good standing.
The operations of our subsidiaries are generally financed with debt issued in
our subsidiaries' respective functional currencies. Thus, we believe we do not
have significant currency exposure related to our borrowings.
Interest Rates
A considerable percentage of our outstanding debt bears interest which is
typically variable in nature. We are exposed to interest rate risk primarily
through our borrowing activities. We do not enter into financial instrument
transactions for trading or speculative purposes or to manage interest rate
exposure. Therefore, a 1% adverse change in interest rates on the portion of our
debt bearing interest at variable rates would result in an annual increase in
interest expense of approximately E 0.5 million at March 31, 2001 borrowing
levels.
Euro
The Netherlands, our country of domicile, is one of the countries that
participates in the use of the Euro, the new currency unit that has been
available since January 1, 1999. Until 2002, the participating countries will
allow both the Euro and local currencies as legal tender. However, we expect
that most businesses will convert sooner rather than later, stimulated by the
development of a Euro denominated capital market for both public and private
funding. Our European operations will therefore use the Euro as their functional
currency as soon as possible after its introduction. The actual introduction is
not critical for our business but will depend on availability of reliable
software for accounting, payroll and other internal functions and will be
achieved over a period of time, but before 2002. The introduction of the Euro
will not significantly affect our currency profile or risk, as the Euro has a
fixed exchange risk against the Netherlands guilder.
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CAUTIONARY FACTORS
Some of the information in this report contains forward-looking statements
within the meaning of the United States federal securities laws. These
statements include, among others, statements regarding future expenditures,
sufficiency of cash generated from operations, maintenance of majority interest
in ASM Pacific Technology, business strategy, product development, product
acceptance, market penetration, market demand, return on investment in new
products, facility completion dates and product shipment dates. These statements
may be found under "Management's Discussion and Analysis of Financial Condition
and Results of Operation," and elsewhere in this report. Forward-looking
statements typically are identified by use of terms such as "believe,"
"anticipate," "estimate," "expect," "intend," "plan," "will," "may" and similar
words, although some forward-looking statements are expressed differently. You
should be aware that our actual results could differ materially from those
contained in the forward-looking statements due to a number of factors,
including the matters discussed below:
THE SALE OF COMMON STOCK PURSUANT TO OUR EQUITY LINE MAY DILUTE THE INTERESTS OF
OTHER SECURITY HOLDERS.
Under our equity line financing agreement with Canadian Imperial Holdings, Inc.,
we may sell up to $65 million in the aggregate of our common shares. We may sell
up to $10 million of our common shares, or such greater amount of shares as may
be necessary to cure a collateral value shortfall under our credit facility with
Canadian Imperial Bank of Commerce, as often as every five business days. The
purchase price of the shares will be equal to 95.5% of the simple average of the
daily volume weighted average sale price during the five trading days preceding
the date of sale, except that in the case of an issuance and sale by us of more
than $10 million to cure a collateral value shortfall under our Canadian
Imperial Bank of Commerce credit agreement, the volume weighted average trading
price will be measured over a period of from 10 to 25 trading days preceding the
date of sale, based on the size of the issuance. Because the price of the shares
that may be sold under the equity line is based on the market value of the
common shares at the time of the sale, the number of shares sold will be greater
if the price of the common shares declines, which would cause greater ownership
dilution. The equity line agreement does not limit the price at which common
shares may be sold.
The total number of shares that may be issued under the equity line depends on
the market price of our common shares at the time that the shares are sold and
whether we choose to sell shares, and the number of shares we choose to sell
from time to time, to the underwriter. The equity line permits us to choose to
sell no shares, or as many shares as we wish, subject to limitations contained
in the equity line agreement and our obtaining all necessary approvals, if any,
to sell more shares than are offered in this report.
Our decision to choose to sell all possible shares under the equity line as
reflected above would be influenced by, among other things, whether it is in the
best interests of the shareholders to sell at lower market prices, whether there
is an uncured shortfall in the cash and stock collateral pledged to Canadian
Imperial Bank of Commerce under the credit agreement and other factors. In that
connection, we have only registered 4,581,498 shares for sale with the
Securities and Exchange Commission, which represented 9.4% of our stock
outstanding as of March 5, 2001.
THE SALE OF MATERIAL AMOUNTS OF OUR COMMON SHARES COULD REDUCE THE PRICE OF OUR
COMMON STOCK AND ENCOURAGE SHORT SALES.
Sales of our common stock under the equity line may cause the price of our
common shares to decrease due to the additional selling pressure in the market.
In addition, this downward pressure on our stock price could cause some of our
shareholders to engage in short sales of our common shares, which may cause the
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price of our stock to decline even further. The equity line agreement does not
impose a minimum price at which our common shares may be sold. If the price of
our common shares declines below the Nasdaq National Market minimum bid
requirement, our continued listing on the Nasdaq National Market could be
jeopardized.
OUR MANAGEMENT'S BROAD DISCRETION IN THE USE OF PROCEEDS FROM THE EQUITY LINE
MAY ADVERSELY AFFECT YOUR INVESTMENT.
We are not required to sell shares pursuant to the equity line and may choose
not to sell shares. However, if we choose to sell shares, we anticipate using
the net proceeds generally for repayment of outstanding indebtedness including
under our Canadian Imperial Bank of Commerce credit agreement, and general
corporate purposes, including working capital. We have not identified any actual
expected expenditures. Our management will have significant flexibility in
deciding when to sell shares and how to apply the net proceeds from the equity
line.
OUR QUARTERLY REVENUES AND OPERATING RESULTS FLUCTUATE DUE TO A VARIETY OF
FACTORS, WHICH MAY RESULT IN VOLATILITY OR A DECREASE IN THE PRICE OF OUR COMMON
SHARES.
Our quarterly revenues and operating results have varied significantly and may
vary significantly in the future due to a number of factors, including:
- Cyclicality. The semiconductor industry is subject to sudden,
extreme, cyclical variations in product supply and demand. In
some cases, these cycles have lasted more than a year.
- The Length and Variability of the Sales Cycle and Implementation
Periods for Our Products. Our products are technologically
complex. Customers often require a significant number of product
presentations and demonstrations, in some instances evaluating
equipment on site, before reaching a sufficient level of
confidence in the product's performance and compatibility with
the customer's requirements to place an order. As a result, our
sales process is often subject to delays associated with lengthy
approval processes that typically accompany the design and
testing of new products. The sales cycles of our products often
last for many months or even years. The long sales cycle also
subjects us to the risk of making expenditures for anticipated
orders long into the future.
- The Timing of Customer Orders, Cancellations and Shipments. The
industry's long sales cycles and the complexity of our products
subject us to risks involving customers' budgetary constraints,
internal acceptance reviews and cancellations. Consequently,
orders expected in one quarter could shift to another because of
the timing of customers' purchase decisions and rescheduled
delivery dates requested by our customers.
- Technological Changes. The semiconductor industry and the
semiconductor equipment industry are subject to rapid
technological change and frequent introductions of enhancements
to existing products. Technological trends have had and will
continue to have a significant impact on our business. Our
results of operations and ability to remain competitive are
largely based upon our ability to accurately anticipate customer
and market requirements. Some competitors may be further along or
better funded in their research and development of new
technology.
- Disruptions in Sources of Supply. We are currently outsourcing a
substantial majority of the manufacturing of our front-end
furnace and epitaxial reactors to a single supplier based in the
Netherlands. If our contractor becomes unable to deliver
products, we could have a disruption of our operations.
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- Competition. We face competition or potential competition from
companies with greater resources than ours, and if we are unable
to compete effectively with these companies, our ability to fund
capital requirements and our market share may decline.
- Exchange Rate Fluctuations. Our assets, liabilities and operating
expenses and those of our subsidiaries are to a large extent
denominated in the currency of the country where each entity is
established. Our financial statements are expressed in Euros. The
translation exposures that result from the inclusion of financial
statements of our subsidiaries that are expressed in the
currencies of those subsidiaries are not hedged. As a result, our
operational results are exposed to fluctuations (both positively
and negatively) of various exchange rates versus the Euro.
WE DERIVE A SIGNIFICANT PERCENTAGE OF OUR REVENUE FROM SALES TO A LIMITED NUMBER
OF LARGE CUSTOMERS, AND IF WE ARE NOT ABLE TO RETAIN THESE CUSTOMERS, OR THEY
RESCHEDULE, REDUCE OR CANCEL ORDERS, OUR REVENUES WOULD BE REDUCED AND OUR
FINANCIAL RESULTS WOULD SUFFER.
Our largest customers account for a significant percentage of our revenues. Our
largest customer accounted for approximately 14.2% of our net sales in 2000. Our
ten largest customers accounted for approximately 45.2% of our net sales in
2000. Sales to these large customers have varied significantly from year to year
and will continue to fluctuate in the future.
These sales also may fluctuate significantly from quarter to quarter. We may not
be able to retain our key customers or these customers may cancel purchase
orders or reschedule or decrease their level of purchases from us. Any
substantial decrease or delay in sales to one or more of our key customers could
harm our sales and financial results. In addition, any difficulty in collecting
amounts due from one or more key customers could harm our financial results.
WE DEPEND ON KEY PERSONNEL, ESPECIALLY MANAGEMENT AND TECHNICAL PERSONNEL, WHO
MAY BE DIFFICULT TO ATTRACT AND RETAIN IN AN EXPANDING MARKET.
Our business and future operating results depend in part upon our ability to
attract and retain qualified management, technical, sales and support personnel
for our operations on a worldwide basis. Competition for qualified personnel is
intense, and we cannot guarantee that we will be able to continue to attract and
retain qualified personnel when we want to expand. Availability of qualified
technical personnel varies from country to country, and may affect the
operations of our subsidiaries in some parts of the world. Our operations could
be negatively affected if we lose key executives or employees or are unable to
attract and retain skilled executives and employees as needed. We do not
maintain insurance to protect against the loss of key executives or employees.
Further, we have agreements with some, but not all, employees, restricting their
ability to compete with us after their employment terminates. Our future growth
and operating results will depend on:
- our ability to continue to broaden our senior management group;
- our ability to attract, hire and retain skilled employees; and
- the ability of our officers and key employees to continue to
expand, train and manage our employee base.
In response to market conditions, we have enacted a hiring freeze. Although we
are not currently focused on attracting new key personnel, we have in the past
experienced the intense competition for skilled personnel during market
expansions and believe competition will continue to be intense when the
semiconductor market rebounds. Consequently, we generally attempt to minimize
reductions in skilled personnel as a reaction to industry downturns, which
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reduces our ability to lower costs by payroll reduction. However, we continue to
monitor the developments and are ready to implement further measures, if
circumstances warrant.
WE ARE DEPENDENT UPON OUR WORLDWIDE SALES AND OPERATIONS; ECONOMIC, POLITICAL,
MILITARY, REGULATORY, NATURAL DISASTER OR OTHER EVENTS IN A COUNTRY WHERE WE
MAKE SIGNIFICANT SALES OR HAVE SIGNIFICANT OPERATIONS COULD INTERFERE WITH OUR
SUCCESS OR OPERATIONS THERE AND HARM OUR BUSINESS.
We market and sell our products and services throughout the world. We have
assembly facilities in the Netherlands, Finland, the United States, Japan, Hong
Kong and Singapore, and manufacturing facilities in China and Malaysia.
We are subject to the risks inherent in doing business internationally,
including:
- unexpected changes in regulatory requirements;
- fluctuations in exchange rates and currency controls;
- political and economic conditions and instability;
- imposition of trade barriers and restrictions, including changes
in tariff and freight rates;
- the difficulty of coordinating our management and operations in
several different countries;
- limited intellectual property protection in some countries;
- longer accounts receivable payment cycles in some countries;
- in the case of our operations in Asia, the risk of business
interruption and damage from earthquakes; and
- the burdens of complying with a variety of foreign laws.
In particular, our operations in China are subject to the economic and political
uncertainties affecting that country. For example, the Chinese economy has
experienced significant growth in the past decade, but such growth has been
uneven across geographic and economic sectors and has recently been slowing.
This growth may continue to decrease and any slowdown may have a negative effect
on our business.
OUR ABILITY TO COMPETE COULD BE JEOPARDIZED IF WE ARE UNABLE TO PROTECT OUR
INTELLECTUAL PROPERTY RIGHTS FROM CHALLENGES BY THIRD PARTIES, PARTICULARLY IF
OUR INTELLECTUAL PROPERTY RIGHTS ARE CHALLENGED UNDER THE LAW OF FOREIGN
JURISDICTIONS WHICH DO NOT HAVE STRONG INTELLECTUAL PROPERTY RIGHTS LAWS. THESE
TYPES OF CLAIMS COULD SERIOUSLY HARM OUR BUSINESS OR REQUIRE US TO INCUR
SIGNIFICANT COSTS.
Our success and ability to compete depend in large part upon protecting our
proprietary technology. We rely on a combination of patent, trade secret,
copyright and trademark laws, non-disclosure and other contractual agreements
and technical measures to protect our proprietary rights. These agreements and
measures may not be sufficient to protect our technology from third-party
infringements, or to protect us from the claims of others. In addition, patents
issued to us may be challenged, invalidated or circumvented, our rights granted
under those patents may not provide competitive advantages to us, and third
parties may assert that our products infringe their patents, copyrights or trade
secrets. Third parties could also independently develop similar products or
duplicate our products.
In addition, monitoring unauthorized use of our products is difficult and we
cannot be certain that the steps we have taken will prevent unauthorized use of
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our technology. The laws of some foreign countries in which our products are or
may be developed, manufactured or sold, including various countries in Asia, may
not protect our products or intellectual property rights to the same extent as
do the laws of the United States and thus make the possibility of piracy of our
technology and products more likely in these countries. If competitors are able
to use our technology, our ability to compete effectively could be harmed.
There has been substantial litigation regarding patent and other intellectual
property rights in semiconductor-related industries. In the future, additional
litigation may be necessary to enforce patents issued to us, to protect trade
secrets or know-how owned by us or to defend us against claimed infringement of
the rights of others and to determine the scope and validity of the proprietary
rights of others. Any such litigation could result in substantial cost and
diversion of effort by us, which would have an adverse effect on our business,
financial condition and operating results. Furthermore, adverse determinations
in this litigation could result in our loss of proprietary rights, subject us to
significant liabilities to third parties, require us to seek licenses from third
parties or prevent us from manufacturing or selling our products, any of which
could have a substantial adverse effect on our business, financial condition and
operating results.
OUR STOCK PRICE HAS FLUCTUATED AND MAY CONTINUE TO FLUCTUATE WIDELY.
The market price of our common shares has fluctuated substantially in the past.
Between January 1, 1999 and December 31, 2000, the sales price of our common
shares, as reported on the Nasdaq National Market, ranged from a low of $3.625
to a high of $37.625. The market price of our common shares will continue to be
subject to significant fluctuations in the future in response to a variety of
factors, including the risk factors discussed in this report.
Furthermore, stock prices for many companies, and high technology companies in
particular, fluctuate widely for reasons that may be unrelated to their
operating results.
Those fluctuations and general economic, political and market conditions, such
as recessions or international currency fluctuations, may adversely affect the
market price of our common shares.
MEMBERS OF OUR MANAGEMENT CONTROL APPROXIMATELY 24.0% OF OUR VOTING POWER AND
THEREFORE HAVE SIGNIFICANT INFLUENCE OVER MATTERS DETERMINED BY OUR
SHAREHOLDERS.
Our directors and officers control approximately 24% of our voting power as of
December 31, 2000. Accordingly, in the event they vote together in connection
with matters submitted to a shareholder vote, such as the appointment of our
management board by the shareholders, they will have significant influence on
the outcome of those matters and on our direction and future operations.
OUR OPERATIONS ARE SUBJECT TO ENVIRONMENTAL LAWS THAT MAY EXPOSE US TO
LIABILITIES FOR NONCOMPLIANCE.
We are subject to a variety of governmental regulations relating to the use,
storage, discharge, handling, manufacture and disposal of the toxic or other
hazardous chemical by-products of, and water used in, our manufacturing
processes. Any failure to comply with these laws could subject us to fines or
other sanctions which could impair our operations or financial condition.
IF WE ARE NOT ABLE TO APPLY OUR NET OPERATING LOSSES AGAINST TAXABLE INCOME IN
FUTURE PERIODS, OUR FINANCIAL RESULTS WILL BE HARMED.
Our future net income and cash flow will be affected by our ability to apply our
cumulative net operating loss carry forwards, which totaled approximately E 260
million for tax reporting purposes as of December 31, 2000, against
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taxable income in future periods. Changes in tax laws in the jurisdictions in
which we operate may limit our ability to utilize our net operating losses.
ASM PACIFIC TECHNOLOGY IS A CONSOLIDATED SUBSIDIARY WHICH GENERATES A
SIGNIFICANT PORTION OF OUR NET SALES, EARNINGS FROM OPERATIONS AND NET EARNINGS;
ALTHOUGH WE CURRENTLY ARE A MAJORITY SHAREHOLDER, WE MAY NOT BE ABLE TO MAINTAIN
OUR MAJORITY INTEREST, IN WHICH CASE THERE IS A SIGNIFICANT RISK THAT WE WOULD
NO LONGER BE ABLE TO CONSOLIDATE ITS RESULTS OF OPERATIONS WITH OURS, WHICH
WOULD HAVE A SIGNIFICANT NEGATIVE EFFECT ON OUR CONSOLIDATED EARNINGS FROM
OPERATIONS.
We derive a significant portion of our net sales, earnings from operations and
net earnings from the consolidation of the results of operations of ASM Pacific
Technology with our results. As of March 31, 2001, we owned 54.62% of the equity
of ASM Pacific Technology. If we do not maintain our majority interest in ASM
Pacific Technology, there is a significant risk that we would no longer be able
to consolidate its results of operations with ours. Any such determination of
whether we could continue to consolidate would be based on whether we still have
a "controlling financial interest" in ASM Pacific Technology within the meaning
of United States generally accepted accounting principles. If we were to become
unable to consolidate the results of operations of ASM Pacific Technology with
our results, the results of operations of ASM Pacific Technology would no longer
be included in our earnings from operations but would instead be reflected as a
separate line-item called "income from minority interest" in our consolidated
statements of operations. This would have a significant negative effect on our
consolidated earnings from operations. We maintain our majority interest in ASM
Pacific Technology by purchasing shares in privately negotiated transactions and
on the open market from time to time as necessary. ASM Pacific Technology has an
employee share incentive program pursuant to which it can issue up to an
aggregate of five percent of its total issued shares, excluding shares
subscribed for or purchased under the program, to directors and employees as an
incentive. When ASM Pacific Technology issues shares pursuant to this program,
our ownership interest is diluted. In addition, our controlling interest could
be diluted if ASM Pacific Technology issues additional equity. Although we
intend to continue to purchase shares of ASM Pacific Technology in the open
market as necessary to maintain our majority interest, we could lose our
majority position if there is an insufficient number of shares available for
purchase, if we fail to purchase shares in a timely manner, or if we do not have
sufficient financial resources to purchase shares when our interest falls below
50.0%.
ALTHOUGH WE ARE A MAJORITY SHAREHOLDER, ASM PACIFIC TECHNOLOGY IS NOT OBLIGATED
TO PAY DIVIDENDS TO US AND MAY TAKE ACTIONS OR ENTER INTO TRANSACTIONS THAT ARE
DETRIMENTAL TO US.
ASM Pacific Technology is a Cayman Islands limited liability company that is
based in Hong Kong and listed on the Hong Kong Stock Exchange. As of March 31,
2001, we owned 54.62% of ASM Pacific Technology through our wholly-owned
subsidiary, Advanced Semiconductor Materials (Netherlands Antilles) N.V., a
Netherlands Antilles company, and the remaining 45.38% of ASM Pacific Technology
was owned by the public.
Although a majority of the directors of ASM Pacific Technology are affiliates of
ASM International, they are under no obligation to enter into transactions that
are beneficial to us. Issues and conflicts of interest may arise which might not
be resolved in our best interests.
In addition, the directors of ASM Pacific Technology are under no obligation to
declare a payment of dividends to ASM Pacific Technology's shareholders. As a
shareholder of ASM Pacific Technology, we can approve the payment of dividends,
but cannot compel their payment or size. With respect to the payment of
dividends, the directors must consider the financial position of ASM Pacific
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Technology after the dividend. Since a substantial portion of our cash flows
derives from the dividends we receive from ASM Pacific Technology, its failure
to declare dividends in any year would have a negative impact on our cash
position for that year.
The directors of ASM Pacific Technology owe their fiduciary duties to ASM
Pacific Technology, and may approve transactions to which we are a party only if
the transactions are commercially beneficial to ASM Pacific Technology. Further,
under the listing rules of the Hong Kong Stock Exchange, directors who are on
the boards of both ASM Pacific Technology and ASM International are not
permitted to vote on a transaction involving both entities. This would
disqualify three of the four affiliates of ASM International who currently serve
on the board of ASM Pacific Technology from voting on any such transaction. In
addition, an independent committee of the board of directors of ASM Pacific
Technology and the shareholders other than ASM International and its affiliates
must approve transactions involving both entities. Therefore, while our
interests and the interests of ASM Pacific Technology may be aligned to the
extent we are both part of the same corporate group, there can be no guarantee
that the directors of ASM Pacific Technology will not take any actions that
could be detrimental to us.
As a shareholder of ASM Pacific Technology, we can vote our shares in accordance
with our own interests. However, we may not be entitled to vote on transactions
involving both us and ASM Pacific Technology under the listing rules of the Hong
Kong Stock Exchange and the Hong Kong Takeover Code. For example, under the Hong
Kong Takeover Code, we would be excluded from voting if we were directly
involved in a takeover of ASM Pacific Technology.
YOU MAY HAVE DIFFICULTY PROTECTING YOUR RIGHTS AS A SHAREHOLDER AND IN ENFORCING
CIVIL LIABILITIES BECAUSE WE ARE A NETHERLANDS LIMITED LIABILITY COMPANY.
Our affairs are governed by our articles of association and by the laws
governing limited liability companies formed in the Netherlands. Our executive
offices and the majority of our assets are located outside the United States. In
addition, most of the members of our management board and supervisory board,
executive officers, and some of the experts named in this report are residents
of jurisdictions other than the United States. As a result, it may be difficult
for investors to serve process within the United States upon us, members of our
management board or supervisory board, our executive officers, or experts named
in this report or to enforce against them in United States courts judgments of
those courts, to enforce outside the United States judgments obtained against
them in United States courts, or to enforce in United States courts judgments
obtained against them in courts in jurisdictions outside the United States, in
any action, including actions that derive from the civil liability provisions of
the United States securities laws. In addition, it may be difficult for
investors to enforce, in original actions brought in courts in jurisdictions
located outside the United States, liabilities that derive from the United
States securities laws.
Incorporation by Reference
This Form 6-K is hereby incorporated by reference into the Company's Forms F-3
no. 333-1234, 333-11502 and 333-56796 filed with the U.S. Securities and
Exchange Commission.
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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, thereunto duly authorized.
ASM INTERNATIONAL N.V.
Date: May 4, 2001 By: /s/ Arthur H. del Prado
----------------------------
Arthur H. del Prado
President and CEO
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