SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 2001
Commission file number 0-16244
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VEECO INSTRUMENTS INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2989601
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Terminal Drive 11803
Plainview, New York (Zip Code)
Registrant's telephone number, including area code: (516) 349-8300
-------------------
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes |X| No |_|
24,758,916 shares of common stock, $0.01 par value per share, were outstanding
as of the close of business on April 27, 2001.
SAFE HARBOR STATEMENT
This Quarterly Report on Form 10-Q (the "Report") contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Discussions containing such forward-looking statements may be found in
Items 2 and 3 hereof, as well as within this Report generally. In addition, when
used in this Report, the words "believes," "anticipates," "expects,"
"estimates," "plans," "intends," and similar expressions are intended to
identify forward-looking statements. All forward-looking statements are subject
to a number of risks and uncertainties that could cause actual results to differ
materially from projected results. Factors that may cause these differences
include, but are not limited to:
o the dependence on principal customers and the cyclical nature of the data
storage, semiconductor and optical telecommunications industries,
o fluctuations in quarterly operating results,
o rapid technological change and risks associated with the acceptance of new
products by individual customers and by the marketplace,
o risk of cancellation or rescheduling of orders,
o the highly competitive nature of industries in which the Company operates,
o changes in foreign currency exchange rates, and
o the other matters discussed in the Business Description contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.
Consequently, such forward-looking statements should be regarded solely as the
Company's current plans, estimates and beliefs. The Company does not undertake
any obligation to update any forward-looking statements to reflect future events
or circumstances after the date of such statements.
2
VEECO INSTRUMENTS INC.
INDEX
PART 1. FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Statements of Operations -
Three Months Ended March 31, 2001 and 2000 4
Condensed Consolidated Balance Sheets -
March 31, 2001 and December 31, 2000 5
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2001 and 2000 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosure About Market Risk 15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended
March 31,
--------
2001 2000
---- ----
Net sales $ 127,268 $ 86,831
Cost of sales 67,984 46,463
--------- ---------
Gross profit 59,284 40,368
Costs and expenses:
Research and development expense 15,716 13,345
Selling, general and administrative expense 21,690 17,128
Amortization expense 1,436 509
Other expense (income), net 1,406 (20)
Merger expenses -- 250
--------- ---------
Operating income 19,036 9,156
Interest income, net (766) (385)
--------- ---------
Income before income taxes and cumulative effect
of change in accounting principle 19,802 9,541
Income tax provision 6,929 3,593
--------- ---------
Net income before cumulative effect of change
in accounting principle 12,873 5,948
Cumulative effect of change in accounting
principle, net of income taxes -- (18,382)
--------- ---------
Net income (loss) $ 12,873 $ (12,434)
========= =========
Net income per common share before cumulative
effect of change in accounting principle $0.52 0.26
Cumulative effect of change in accounting
principle -- (0.80)
----- ------
Net income (loss) per common share $0.52 $(0.54)
===== ======
Diluted net income per common share before
cumulative effect of change in accounting principle $0.51 $0.24
Cumulative effect of change in accounting principle -- (0.74)
----- -----
Diluted net income (loss) per common share $0.51 $(0.50)
===== ======
Weighted average shares outstanding 24,678 22,950
Diluted weighted average shares outstanding 25,230 24,747
See accompanying notes.
4
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
March 31, December 31,
2001 2000
---- ----
(Unaudited)
Assets
Current Assets:
Cash and cash equivalents $ 60,854 $ 63,420
Short-term investments 27,293 26,895
Accounts receivable, net 93,161 98,248
Inventories 132,446 100,062
Prepaid expenses and other current assets 10,630 8,307
Deferred income taxes 38,291 45,303
-------- --------
Total current assets 362,675 342,235
Property, plant and equipment at cost, net 61,423 60,094
Excess of cost over net assets acquired, net 13,762 9,481
Other assets, net 10,195 11,473
-------- --------
Total assets $448,055 $423,283
======== ========
Liabilities and shareholders' equity
Current Liabilities:
Accounts payable 47,200 33,134
Accrued expenses 68,284 56,093
Deferred gross profit 16,791 28,771
Other current liabilities 2,103 3,774
-------- --------
Total current liabilities 134,378 121,772
Long-term debt, net of current portion 14,169 14,631
Other non-current liabilities 3,865 3,972
Shareholders' equity 295,643 282,908
-------- --------
Total liabilities and shareholders' equity $448,055 $423,283
======== ========
See accompanying notes.
5
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
March 31,
---------
2001 2000
---- ----
Operating Activities
Net income (loss) $ 12,873 $(12,434)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 4,557 3,461
Deferred income taxes 6,878 3,512
Cumulative effect of change in accounting principle,
net of taxes -- 18,382
Stock option income tax benefit 414 3,989
Other, net -- 165
Changes in operating assets and liabilities:
Accounts receivable 2,353 (11,258)
Inventories (33,396) (10,060)
Accounts payable 14,190 4,722
Accrued expenses, deferred gross profit and other current
liabilities (3,573) (22,411)
Other, net (2,243) (95)
Operating activities three months ended 12/31/99 - CVC -- 638
-------- --------
Net cash provided by (used in) operating activities 2,053 (21,389)
Investing activities
Capital expenditures (4,455) (5,450)
Proceeds from sale of leak detection business -- 3,000
Payment for net assets of businesses acquired (1,791) (7,177)
Net purchases of short-term investments (391) (619)
Investing activities three months ended 12/31/99 - CVC -- (528)
-------- --------
Net cash used in investing activities (6,637) (10,774)
Financing activities
Proceeds from stock issuances 272 6,031
Repayments of long-term debt, net (507) (4,480)
Proceeds from borrowings under line of credit -- 10,000
Financing activities three months ended 12/31/99 - CVC -- 3,627
-------- --------
Net cash (used in) provided by financing activities (235) 15,178
Effect of exchange rates on cash and cash equivalents 2,253 653
-------- --------
Net change in cash and cash equivalents (2,566) (16,332)
Cash and cash equivalents at beginning of period 63,420 29,852
-------- --------
Cash and cash equivalents at end of period $ 60,854 $ 13,520
======== ========
See accompanying notes.
6
VEECO INSTRUMENTS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments considered necessary for a fair presentation
(consisting of normal recurring accruals) have been included. Operating results
for the three months ended March 31, 2001 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2001. For further
information, refer to the financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2000.
Earnings per share are computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share are computed
using the weighted average number of common and common equivalent shares
outstanding during the period.
The following table sets forth the reconciliation of diluted weighted average
shares outstanding:
Three Months Ended
March 31,
---------
(In thousands)
2001 2000
---- ----
Weighted average shares outstanding 24,678 22,950
Dilutive effect of stock options 552 1,797
------ ------
Diluted weighted average shares outstanding 25,230 24,747
====== ======
Note 2 - Balance Sheet Information
Short-term Investments
The carrying amounts of available-for-sale securities approximate fair value.
The following is a summary of available-for-sale securities:
March 31, December 31,
2001 2000
---- ----
(In thousands)
Commercial paper $14,362 $15,730
Municipal bonds -- 2,707
Obligations of U.S. Government agencies 10,852 4,404
Other debt securities 2,079 4,054
------- -------
$27,293 $26,895
======= =======
7
VEECO INSTRUMENTS INC. AND SUBSIDIARIES
Note 2 - Balance Sheet Information (cont'd)
All investments at March 31, 2001 have contractual maturities of one year or
less. During the three months ended March 31, 2001, available-for-sale
securities with fair values at the date of sale of approximately $25.5 million
were sold.
Inventories
Interim inventories have been determined by lower of cost (principally first-in,
first-out) or market. Inventories consist of:
March 31, December 31,
2001 2000
---- ----
(In thousands)
Raw materials $ 65,240 $ 60,281
Work-in-progress 40,051 23,703
Finished goods 27,155 16,078
-------- --------
$132,446 $100,062
======== ========
Other Balance Sheet Information
March 31, December 31,
2001 2000
---- ----
(In thousands)
Allowance for doubtful accounts $ 2,198 $ 2,116
Accumulated depreciation and amortization
of property, plant and equipment $ 41,904 $ 38,801
8
VEECO INSTRUMENTS INC. AND SUBSIDIARIES
Note 3 - Segment Information
The following represents the reportable product segments of the Company as of
and for the three months ended March 31, 2001 and 2000, in thousands:
Operating Income
Net Sales (Loss) Total Assets
2001 2000 2001 2000 2001 2000
------------------------------------------------------------------
Process Equipment $ 80,297 $ 55,175 $ 16,203 $ 6,636 $180,653 $163,025
Metrology 45,087 28,932 6,626 4,094 106,441 89,179
Industrial
Measurement 1,884 2,724 (576) (398) 8,053 11,815
Unallocated
Corporate amount -- -- (3,217) (1,176) 152,908 103,008
-------- -------- -------- -------- -------- --------
Total $127,268 $ 86,831 $ 19,036 $ 9,156 $448,055 $367,027
======== ======== ======== ======== ======== ========
Note 4 - Comprehensive Income (Loss)
Total comprehensive income (loss) was $12.0 million and $(12.8) million for the
three months ended March 31, 2001 and 2000, respectively. Other comprehensive
income is comprised of foreign currency translation adjustments, minimum pension
liability and net unrealized holding gains and losses on available-for-sale
securities.
Note 5 - Recent Events
On April 19, 2001, the Company entered into a new revolving credit facility (the
"New Facility"), which replaces the Company's prior $40 million revolving credit
facility. The New Facility provides the Company with up to $100 million of
availability. The New Facility's interest rate is the prime rate of the lending
banks, however is adjustable to a maximum rate of 1/4% above the prime rate in
the event the Company's ratio of debt to cash flow exceeds a defined ratio. A
LIBOR based interest rate option is also provided. The New Facility has a term
of four years and borrowings under the new facility may be used for general
corporate purposes, including working capital and acquisitions. The New Facility
contains certain restrictive covenants, which among other things, impose
limitations with respect to incurrence of indebtedness, limitation on the
payment of dividends, long-term leases, investments, mergers, consolidations and
sales of assets. The Company is also required to satisfy certain financial
tests. As of March 31, 2001, no borrowings were outstanding under the Company's
prior credit facility.
9
Note 5 - Recent Events (cont'd)
On January 1, 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Hedging Activities -- An Amendment of FASB Statement No. 133."
SFAS No. 133 requires that all derivatives, including foreign currency exchange
contracts, be recognized on the balance sheet at fair value, which is recorded
through earnings. If a derivative is a qualifying hedge, depending on the nature
of the hedge, changes in the fair value of the derivative are either offset
against the change in fair value of the underlying assets or liabilities through
earnings or recognized in accumulated comprehensive income until the underlying
hedged item is recognized in earnings. The ineffective portion of a derivative's
change in fair value is to be immediately recognized in earnings.
During the three months ended March 31, 2001, the Company began using derivative
financial instruments to minimize the impact of foreign exchange rate changes on
earnings and cash flows. In the normal course of business, operations are
exposed to fluctuations in foreign exchange rates. In order to reduce the effect
of fluctuating foreign currencies on short-term foreign currency-denominated
intercompany transactions and other known foreign currency exposures, the
Company enters into monthly forward contracts (which during the three months
ended March 31, 2001 were all for the Company's Japanese subsidiary). The
Company does not use derivative financial instruments for trading or speculative
purposes. The Company's forward contracts do not subject it to material risks
due to the exchange rate movements because gains and losses on these contracts
offset exchange gains and losses on the underlying assets and liabilities; both
the forward contracts and the underlying assets and liabilities are
marked-to-market through earnings. For the three months ended March 31, 2001,
approximately $929,000 of realized gains on forward exchange contracts were
recorded and included in other expense (income), net. As of March 31, 2001,
approximately $1.1 million of gains related to forward contracts are included in
prepaid expenses and other current assets and have been subsequently received in
April 2001. As of March 31, 2001, there were no open forward contracts.
10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations.
Three Months Ended March 31, 2001 and 2000
Net sales of $127.3 million for the three months ended March 31, 2001 represents
an increase of 47% from the 2000 comparable period sales of $86.8 million,
reflecting an increase in both process equipment and metrology sales. Sales in
the U.S., Europe, Japan and Asia Pacific, accounted for 59%, 12%, 20% and 8%,
respectively, of the Company's net sales for the three months ended March 31,
2001. Sales in the U.S. increased 100% from the comparable 2000 period due to a
115% increase in U.S. process equipment sales and an 83% increase in U.S.
metrology sales. U.S. process equipment sales increased due to a 592% increase
in optical telecommunications sales for Veeco's Ion Tech subsidiary. The
increase in U.S. metrology sales is due primarily to a 75% increase in atomic
force microscope (AFM) sales. Sales in Europe increased by 27%, while sales in
Japan and Asia Pacific remained relatively flat from the 2000 comparable period.
The increase in Europe is due to increases in both process equipment and
metrology sales. The Company believes that there will continue to be
quarter-to-quarter variations in the geographic concentration of sales.
Process equipment sales of $80.3 million for the three months ended March 31,
2001 represent an increase of $25.1 million, or 46%, from the comparable 2000
period, due primarily to increased sales to the optical telecommunications
industry, partially offset by decreased sales to the data storage industry.
Metrology sales of $45.1 million for the three months ended March 31, 2001
increased by $16.2 million, or 56% over the comparable 2000 period due primarily
to increases in the sales of AFMs.
Veeco received $112.9 million of orders during the three months ended March 31,
2001, a 2% increase compared to $111.2 million of orders for the comparable 2000
period. Process equipment orders increased 20% to $72.9 million, principally
reflecting an increase in orders from the optical telecommunications industry,
as well as an increase in orders for ion beam deposition systems by data storage
customers. Metrology orders decreased by 21% to $37.3 million, reflecting a
decrease in bookings for the Company's optical metrology line of products. The
book/bill ratio for the first quarter of 2001 was 0.89.
Gross profit for the three months ended March 31, 2001 of $59.3 million
represents an increase of $18.9 million from the comparable 2000 period. Gross
profit as a percentage of net sales remained relatively consistent at 46.6% and
46.5% for the three months ended March 31, 2001 and 2000, respectively. The
slight increase is due to favorable volume impact in 2001 partially offset by a
mix difference, particularly in AFM, which had a favorable mix in the first
quarter 2000.
11
Research and development expenses of $15.7 million for the three months ended
March 31, 2001 increased by $2.4 million, or 18%, over the comparable period of
2000. The increase principally relates to increased investment in both the Ion
Tech and the AFM product lines.
Selling, general and administrative expenses of $21.7 million for the three
months ended March 31, 2001 increased by approximately $4.6 million or 27% over
the comparable 2000 period. The increase is due to increased selling and
commission expense related to higher sales volume and to new operating
management and information technology infrastructure required for business
growth. As a percentage of sales, selling, general and administrative expenses
decreased to 17.0% of net sales in 2001 from 19.7% in 2000.
Income taxes for the three months ended March 31, 2001 amounted to $6.9 million,
or 35%, of income before income taxes, as compared to $3.6 million, or 38%, of
income before income taxes, for the same period of 2000.
Effective January 1, 2000, the Company changed its method of accounting for
revenue recognition in accordance with Staff Accounting Bulletin (SAB) No. 101,
Revenue Recognition in Financial Statements. The cumulative effect of this
change on prior years resulted in a charge to income of $18.4 million (net of
income taxes of $12.6 million) which is included in the Consolidated Statement
of Operations for the three months ended March 31, 2000. For the three months
ended March 31, 2000, the Company recognized approximately $37.7 million in
revenue that was included in the cumulative effect adjustment as of January 1,
2000. The effect of that revenue in the first quarter of 2000 was to increase
income by $10.9 million (after reduction for income taxes of $7.4 million)
during that period.
Quarterly information for the three months ended March 31, 2000 has been
restated from that previously filed on the Quarterly Report on Form 10Q due to
the adoption of SAB 101. In addition, the restatement for the quarter ended
March 31, 2000 also includes the effects of the merger with CVC in May 2000. The
adoption of SAB 101 and the merger with CVC had the effect of increasing net
sales by $35.4 million for the first quarter of 2000. Net income for the first
quarter of 2000 decreased by $14.8 million, and basic and diluted earnings per
share decreased by $0.67 and $0.63, respectively.
Liquidity and Capital Resources
Net cash provided by operations totaled $2.1 million for the three months ended
March 31, 2001 compared to cash used in operations of $21.4 million for the
comparable 2000 period. Cash provided by operations in 2001 includes adjustments
to reconcile net income to net cash provided principally from net income plus
non-cash charges for depreciation and amortization, deferred income taxes and a
stock option income tax benefit aggregating $24.7 million, plus an increase in
accounts payable of $14.2 million and a decrease in accounts receivable of $2.4
million. These items were partially offset by the decrease in accrued expenses,
deferred gross profit and other current liabilities of $3.6 million and the
increase in inventories of $33.4 million during the three months ended March 31,
2001. The increase in accounts payable is due to increased inventory purchases.
The decrease in accrued expenses, deferred gross profit and other current
liabilities is due primarily to a decrease in deferred revenue relating to the
impact of SAB
12
101 along with the payment of income taxes partially offset by an increase in
customer deposits. Inventories increased by $33.4 million due primarily to new
product production ramp and rescheduled shipments and delay in title passage and
acceptance of tools at the Company's international operations. Net cash used in
operations for the three months ended March 31, 2000 included operating
activities for the three months ended December 31, 1999 related to CVC. Prior to
the merger, CVC's fiscal year end was September 30.
Net cash used in investing activities for the three months ended March 31, 2001
totaled $6.6 million compared to $10.8 million for the comparable 2000 period.
Cash used in 2001 consisted of $4.5 million of capital expenditures. The Company
also expended approximately $1.8 million in contingent consideration based on
year 2000 sales, which was paid to the former shareholders of OptiMag. Included
in the net cash used in investing activities for the three months ended March
31, 2000 is investing activities for the three months ended December 31, 1999
related to CVC.
Net cash used in financing activities for the three months ended March 31, 2001
totaled $0.2 million, compared to cash provided by financing activities of $15.2
million for the comparable 2000 period. Cash used in financing activities in
2001 consisted of proceeds of $0.3 million from stock issuances upon exercise of
stock options, offset by $0.5 million of debt repayments. Net cash provided by
financing activities for the three months ended March 31, 2000 included
financing activities for the three months ended December 31, 1999 related to
CVC.
On April 19, 2001, the Company entered into a new revolving credit facility (the
"New Facility"), which replaces the Company's prior $40 million revolving credit
facility. The New Facility provides the Company with up to $100 million of
availability. The New Facility's interest rate is the prime rate of the lending
banks, however is adjustable to a maximum rate of 1/4% above the prime rate in
the event the Company's ratio of debt to cash flow exceeds a defined ratio. A
LIBOR based interest rate option is also provided. The New Facility has a term
of four years and borrowings under the new facility may be used for general
corporate purposes, including working capital and acquisitions. The New Facility
contains certain restrictive covenants, which among other things, impose
limitations with respect to incurrence of indebtedness, limitation on the
payment of dividends, long-term leases, investments, mergers, consolidations and
sales of assets. The Company is also required to satisfy certain financial
tests. As of March 31, 2001, no borrowings were outstanding under the Company's
prior credit facility.
In connection with the atomic force microscope acquisition in March 2000, the
Company is required to pay approximately $1.2 million of the purchase price to
the seller, due and paid in April, 2001.
In connection with the OptiMag acquisition in October 1999, the Company is
required to pay additional consideration to the former shareholders of OptiMag
based upon the appraised value of OptiMag. During the three months ended March
31, 2001, approximately $4.5 million of contingent consideration relating to the
appraised value of OptiMag was accrued and recorded as an addition to excess of
cost over net assets acquired. This contingent consideration was paid in April
2001.
13
The Company believes that existing cash balances together with cash generated
from operations and amounts available under the New Facility will be sufficient
to meet the Company's projected working capital and other cash flow requirements
for the next twelve months.
14
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
Veeco's investment portfolio consists of cash equivalents, commercial paper and
obligations of U.S. Government agencies. These investments are considered
available-for-sale securities; accordingly, the carrying amounts approximate
fair value. Assuming March 31, 2001 variable debt and investment levels, a
one-point change in interest rates would not have a material impact on net
interest expense. Veeco's net sales to foreign customers represented
approximately 41% of Veeco's total net sales for the three months ended March
31, 2001 and 57% for the comparable 2000 period. The Company expects that net
sales to foreign customers will continue to represent a large percentage of
Veeco's total net sales. Veeco's net sales denominated in foreign currencies
represented approximately 15% of Veeco's total net sales for the three months
ended March 31, 2001 and 10% for the comparable 2000 period. The aggregate
foreign currency exchange loss included in determining consolidated results of
operations was $1,461,000, net of $929,000 of realized gains on forward exchange
contracts, for the three months ended March 31, 2001 and was not material during
the three months ended March 31, 2000. The change in currency exchange rate that
has the largest impact on translating Veeco's international operating profit is
the Japanese yen. The Company estimates that a 10% change in foreign currency
exchange rates would impact reported operating profit for the three months ended
March 31, 2001 by approximately $2.8 million. The Company believes that this
quantitative measure has inherent limitations because it does not take into
account any governmental actions or changes in either customer purchasing
patterns or financing and operating strategies. Veeco is exposed to financial
market risks, including changes in foreign currency exchange rates. To mitigate
these risks, commencing in the three months ended March 31, 2001 the Company
began using derivative financial instruments. Veeco does not use derivative
financial instruments for speculative or trading purposes. The Company enters
into monthly forward contracts to reduce the effect of fluctuating foreign
currencies on short-term foreign currency-denominated intercompany transactions
and other known currency exposures. The average notional amount of such
contracts was approximately $18.0 million for the three months ended March 31,
2001. For the three months ended March 31, 2001, all forward contracts were for
the Company's Japanese subsidiary.
15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Unless otherwise indicated, each of the following exhibits has been previously
filed with the Securities and Exchange Commission by the Company under File No.
0-16244.
Incorporated by Reference
Number Exhibit to the Following Documents
- ------ ------- --------------------------
3.1 Certificate of Designation, Preferences *
and Rights setting forth the terms of
the Series A Junior Participating
Preferred Stock of Veeco Instruments Inc.
dated March 14, 2001
3.2 Certificate of Change of Location of *
Registered Office and of Registered Agent
of Veeco Instruments Inc. dated March
15, 2001.
4.1 Rights Agreement, dated as of March 13, Registration Statement on
2001, between Veeco Instruments Inc. and Form 8-A dated March 15,
American Stock Transfer and Trust Company, 2001, Exhibit 1
as Rights Agent, including the form of
the Certificate of Designation,
Preferences and Rights setting forth the
terms of the Series A Junior Participating
Preferred Stock, par value $0.01 per share,
as Exhibit A, the form of Rights
Certificates as Exhibit B and the Summary
of Rights to Purchase Preferred Stock as
Exhibit C.
*Filed herewith
(b) Reports on Form 8-K.
The Registrant filed a Current Report on Form 8-K on March 15, 2001
regarding the adoption of a shareholder rights plan.
The Registrant filed a Current Report on Form 8-K on February 16, 2001
reporting quarterly financial information for the year ended December 31,
2000 which results have been restated to give effect to the adoption of
SAB 101 (the "Form 8K"). The Registrant filed an Amendment on Form 8-K/A
to the Form 8-K on March 12, 2001, reporting a change to certain
information included in the Form 8-K.
16
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.
Date: May 9, 2001
Veeco Instruments Inc.
By: /s/ Edward H. Braun
---------------------------------
Edward H. Braun
Chairman, Chief Executive Officer and
President
By: /s/ John F. Rein, Jr.
---------------------------------
John F. Rein, Jr.
Executive Vice President,
Chief Financial Officer and Secretary
17