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):
February 28, 1998
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 juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
Terminal Drive, Plainview, New York 11803
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516)349-8300
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On February 28, 1998, Veeco Instruments Inc., a Delaware corporation (the
"Registrant") signed a definitive merger agreement with Digital Instruments,
Inc., of Santa Barbara, California ("Digital"), pursuant to which Digital agreed
to merge with and into the Registrant. Under the merger agreement, each
outstanding share of the capital stock of Digital (the "Digital Shares") will be
converted into the right to receive that number of the Registrant's shares as
determined by dividing 5,633,725 by the aggregate number of Digital Shares
issued and outstanding immediately prior to the filing of an agreement of merger
and certificate of merger with the Secretary of State of California and
Delaware, respectively, upon surrender of the certificates to the Registrant
representing such shares of Digital common stock. The merger is intended to be
accounted for as a pooling of interests transaction. The consummation of the
merger is subject to a number of conditions, including approval by the
Registrant's shareholders, confirmation from the Registrant's independent
accountants regarding its concurrence that the merger may be accounted for as a
pooling of interests and receipt of any necessary governmental and third party
consents.
On March 2, 1998, the Registrant issued a press release announcing the
execution of the merger agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
99.1 Agreement and Plan of Merger Among Veeco Instruments Inc. and Digital
Instruments, Inc. and its Security Holders dated February 28, 1998.
99.2 Press release dated March 2, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VEECO INSTRUMENTS INC.
Date: March 6 , 1998 By: /s/ Edward H. Braun
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Edward H. Braun
Chairman, Chief Executive Officer
and President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Agreement and Plan of Merger Among Veeco Instruments
Inc. and Digital Instruments, Inc. and its Security
Holders dated February 28, 1998.
99.2 Press release dated March 2, 1998.
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