SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 13, 1999
KULICKE AND SOFFA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 000-00121 23-1498399
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2101 Blair Mill Road, Willow Grove, PA 19090
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (215) 784-6000
ITEM 5. OTHER EVENTS
On December 13 and 15, 1999, Kulicke and Soffa Industries, Inc. (the
"Company") completed an offering of $175,000,000 aggregate principal amount of 4
3/4% Convertible Subordinated Notes due 2006 (the "Notes") through a private
placement to qualified institutional investors and institutional accredited
investors. The Notes and the shares of the Company's common stock, no par value
(the "Common Stock"), into which the Notes may be converted were not registered
under the Securities Act, though the Company has entered into a registration
rights agreement with respect to the Notes and the underlying Common Stock. The
Notes are convertible into Common Stock of the Company at a conversion price per
share of $45.7993, subject to adjustment in certain events.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
4.1 Indenture dated as of December 13,1999 between the
Company and Chase Manhattan Trust Company, National Association,
as Trustee
4.2 Registration Rights Agreement dated as of December 13, 1999 by
and among the Company as Issuer, and Morgan Stanley & Co.
Incorporated, Banc of America Securities LLC, Prudential
Securities Incorporated and BancBoston Robertson Stephens Inc. as
Initial Purchasers
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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 hereunto duly authorized.
KULICKE AND SOFFA INDUSTRIES, INC.
Date: December 15, 1999 By: /s/ Clifford G. Sprague
-----------------------
Clifford G. Sprague,
Senior Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Indenture dated as of December 13,1999 between
the Company and Chase Manhattan Trust Company, National
Association, as Trustee
4.2 Registration Rights Agreement dated as of December 13, 1999
by and among the Company as Issuer, and Morgan Stanley & Co.
Incorporated, Banc of America Securities LLC, Prudential
Securities Incorporated and BancBoston Robertson Stephens
Inc. as Initial Purchasers
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