SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 15, 2001
(March 13, 2001)
Veeco Instruments Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-16244 11-2989601
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Terminal Drive, Plainview, New York 11803
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(Address of Principal Executive Offices) (Zip Code)
(516) 349-8300
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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
Exhibit Index is on Page 8
ITEM 5. OTHER EVENTS.
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I. Adoption of Rights Plan
On March 13, 2001, the Board of Directors of Veeco Instruments
Inc. (the "Company") declared a dividend distribution of one Right for each
outstanding share of Company Common Stock to stockholders of record at the
close of business on March 30, 2001 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company a unit
consisting of one ten-thousandth of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Series A
Preferred Stock") at a purchase price of $200 per Unit, subject to
adjustment. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and American
Stock Transfer and Trust Company, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the "Stock Acquisition
Date"), other than as a result of repurchases of stock by the Company or
certain inadvertent actions by institutional or certain other stockholders
or (ii) 10 business days (or such later date as the Board shall determine)
following the commencement of a tender offer or exchange offer that would
result in a person or group becoming an Acquiring Person. Until the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Record
Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender or transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. Pursuant
to the Rights Agreement, the Company reserves the right to require prior to
the occurrence of a Triggering Event (as defined below) that, upon any
exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on March 30, 2011, unless
such date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.
If there were to be a Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date, and thereafter the separate Rights
Certificates alone will represent the Rights. Except as otherwise
determined by the Board, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that a person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate to and to
otherwise be in the best interests of the Company and its stockholders,
after receiving advice from one or more investment banking firms (a
"Qualified Offer"), each holder of a Right will thereafter have the right
to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to
two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person
will be null and void. However, Rights are not exercisable following the
occurrence of the event set forth above until such time as the Rights are
no longer redeemable by the Company as set forth below.
For example, at an exercise price of $200 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $400 worth of Common Stock (or other consideration, as noted
above) for $200. Assuming that the Common Stock had a per share value of
$40 at such time, the holder of each valid Right would be entitled to
purchase 10 shares of Common Stock for $200.
In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation (other
than with an entity which acquired the shares pursuant to a Qualified
Offer), (ii) the Company engages in a merger or other business combination
transaction in which the Company is the surviving corporation and the
Common Stock of the Company is changed or exchanged, or (iii) 50% or more
of the Company's assets, cash flow or earning power is sold or transferred,
each holder of a Right (except Rights which have previously been voided as
set forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right. The events set forth in this paragraph and in
the second preceding paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or
one ten-thousandth of a share of Preferred Stock (or of a share of a class
or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
At any time until 10 days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$0.01 per Right (payable in cash, Common Stock or other consideration
deemed appropriate by the Board). Immediately upon the action of the Board
ordering redemption of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the $0.01 redemption
price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights, or to shorten or lengthen any time period
under the Rights Agreement. The foregoing notwithstanding, no amendment may
be made at such time as the Rights are not redeemable.
The Rights Agreement, dated as of March 13, 2001, between the
Company and American Stock Transfer and Trust Company, as Rights Agent,
specifying the terms of the Rights and including the form of the
Certificate of Designation, Preferences and Rights, the press release
announcing the declaration of the Rights and a form of letter to the
Company's stockholders describing the Rights are incorporated herein by
reference. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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4 Rights Agreement, dated as of March 13, 2001, between Veeco
Instruments Inc. and American Stock Transfer and Trust Company,
as Rights Agent, including all exhibits thereto, incorporated
herein by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A dated March 15, 2001.
20(a) Press Release of the Company dated March 13, 2001, incorporated
herein by reference to Exhibit 2 to the Company's Registration
Statement on Form 8-A dated March 15, 2001.
20(b) Form of letter to the Company's stockholders describing the
Rights, incorporated herein by reference to Exhibit 3 to the
Company's Registration Statement on Form 8-A dated March 15,
2001.
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 thereto duly authorized.
Veeco Instruments Inc.
Date: March 15, 2001 By: /s/ Gregory A. Robbins
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Name: Gregory A. Robbins
Title: Vice President and
General Counsel
EXHIBIT INDEX
Exhibit Description
4 Rights Agreement, dated as of March 13, 2001, between Veeco
Instruments Inc. and American Stock Transfer And Trust
Company, as Rights Agent, including all exhibits
thereto, incorporated herein by reference to Exhibit 1
to the Company's Registration Statement on Form 8-A
dated March 15, 2001.
20(a) Press Release of the Company dated March 13, 2001,
incorporated herein by reference to Exhibit 2 to the
Company's Registration Statement on Form 8-A dated March
15, 2001.
20(b) Form of letter to the Company's stockholders describing the
Rights, incorporated herein by reference to Exhibit 3 to
the Company's Registration Statement on Form 8-A dated
March 15, 2001.