SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. *)
FEI Company
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
92240800
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(CUSIP NUMBER)
Gregory A. Robbins, Esq.
Veeco Instruments Inc.
100 Sunnyside Boulevard
Woodbury, New York 11797
(516) 677-0200
With a copy to:
Rory Greiss, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, New York 10022
(212) 836-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
July 11, 2002
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP NO. 92240800
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1. NAMES OF REPORTING PERSON: Veeco Instruments Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 11-2989601
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 8,957,876
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,957,876
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.7
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14. TYPE OF REPORTING PERSON
CO
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2
ITEM 1. SECURITY AND ISSUER
The securities to which this Statement on Schedule 13D relates are
the common stock, no par value (the "Common Stock"), of FEI Company ("FEI"). The
principal executive office of FEI is located at 7451 NW Evergreen Parkway,
Hillsboro, Oregon 97124.
ITEM 2. IDENTITY AND BACKGROUND
This Statement on Schedule 13D is being filed by Veeco Instruments
Inc. ("Veeco"). Veeco is organized under the laws of the State of Delaware and
its principal place of business and principal office is 100 Sunnyside Boulevard,
Woodbury, New York 11797. Veeco is a supplier of process and metrology equipment
for data storage, telecommunications/wireless, semiconductor and research
applications. The name, residence or business address, present principal
occupation or employment, including the name, principal business and address of
any corporation or other organization in which such employment is conducted, and
citizenship of each director and executive officer of Veeco is set forth in
Annex A hereto and is incorporated herein by reference.
During the last five years neither Veeco nor, to the best of
Veeco's knowledge, any of the individuals referred to in Annex A has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five years neither Veeco nor, to the best of
Veeco's knowledge, any of the individuals referred to in Annex A was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Veeco is filing this statement on Schedule 13D as a result of its
entering into a Voting Agreement, dated as of July 11, 2002, among Veeco and
various FEI stockholders listed on Annex B hereto and a Voting Agreement, dated
as of July 11, 2002, between Veeco and Philips Business Electronics
International B.V. (each a "Voting Agreement" and collectively, the "Voting
Agreements") and not as a result of any acquisition of Common Stock by Veeco.
ITEM 4. PURPOSE OF TRANSACTION
Pursuant to that certain Agreement and Plan of Merger, dated as of
July 11, 2002, among Veeco, Venice Acquisition Corp. ("Venice Acquisition") and
FEI (the "Merger Agreement"), filed as Exhibit 2.1 to the Current Report on Form
8-K filed by Veeco with the Securities and Exchange Commission on July 12, 2002,
and incorporated herein by reference, Venice Acquisition shall, subject to the
terms and satisfaction of the conditions set forth therein, be merged with and
into FEI (the "Merger"), and FEI will become a wholly-owned subsidiary of Veeco.
As a result of the merger, and immediately after the Effective Time (as such
term is defined in the Merger Agreement), FEI will cause the Common Stock to
cease to be quoted on The Nasdaq National Market and the Common Stock will
become eligible for termination of registration pursuant to Section 12(g) (4) of
the Act. The directors of FEI immediately after the Effective Time shall be
Edward H. Braun, Vahe A. Sarkissian and John F. Rein, Jr. The officers of FEI
immediately after the Effective Time shall be the officers of FEI
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immediately prior to the Effective Time but the following individuals shall
occupy the office set forth opposite their respective names:
Edward H. Braun President and Chief Executive Officer
Vahe A. Sarkissian Chairman and Chief Strategy Officer
John P. Kiernan Vice President
John F. Rein, Jr. Vice President
Gregory A. Robbins Vice President
The description of the Merger Agreement contained in this Schedule
13D is qualified in its entirety by reference, and is subject, to the Merger
Agreement and the Merger Agreement is incorporated herein by reference.
As a condition and inducement to the execution of the Merger
Agreement, Veeco entered into the Voting Agreements with certain stockholders of
FEI. Pursuant to the Voting Agreements, these FEI stockholders agreed to cause
their shares of Common Stock to be counted as present for purposes of
establishing a quorum at the meeting of FEI's stockholders to be called pursuant
to the Merger Agreement (including any adjournment or adjournments thereof), in
person or by proxy, and to vote, or cause to be voted (or, if the stockholders
of FEI act by written consent, to consent in writing, or cause to consent in
writing) with respect to all shares of Common Stock, whether issued heretofore
or hereafter, that such FEI stockholder owns or has the right to vote or consent
in favor of approval of the Merger. In addition, each of the FEI stockholders
who are parties to the Voting Agreements has granted an irrevocable proxy to
Veeco for such purpose. As a result, Veeco has shared voting power with respect
to an aggregate of 8,957,876 shares of Common Stock held by the FEI
stockholders who are parties to the Voting Agreements, representing 27.7% of
the 32,393,766 shares of Common Stock outstanding as of June 30, 2002 (as
represented by FEI in the Merger Agreement). In addition, each FEI stockholder
agreed in such FEI stockholder's Voting Agreement that, until consummation of
the Merger or the termination of the Voting Agreement, it will not, directly or
indirectly, sell, transfer, pledge or otherwise dispose of, any of the shares of
Common Stock owned by it to any person, except to a transferee that has made a
Superior FEI Proposal (as that term is defined in the Merger Agreement), or
grant an option with respect to any of the foregoing, or enter into any other
agreement or arrangement with respect to any of the foregoing.
In addition, under the Voting Agreements, each FEI stockholder has
agreed not to solicit, initiate, encourage, induce or facilitate the making,
submission or announcement of any FEI Acquisition Proposal (as such term is
defined in the Merger Agreement), or engage in discussions or negotiations with
any person or entity (other than with FEI and Veeco or any of their affiliates
or representatives) with respect to any FEI Acquisition Proposal, other than any
Superior FEI Proposal or related FEI Acquisition Transaction (as such term is
defined in the Merger Agreement). Each FEI stockholder has agreed to promptly
advise FEI and Veeco of any FEI Acquisition Proposal (including the identity of
the person or entity making or submitting such FEI Acquisition Proposal and the
terms thereof) that is made or submitted by any person or entity after the date
of such FEI stockholders Voting Agreement. Such FEI Stockholder has also agreed
to immediately cease and cause to be terminated any existing discussions with
any person or entity that relate to any FEI Acquisition Proposal or FEI
Acquisition Transaction, other than discussions or negotiations with FEI and
Veeco or their affiliates or representatives.
The Voting Agreements and the irrevocable proxy granted by each
FEI stockholder shall terminate upon the earliest to occur of (i) the
termination of the Merger Agreement in accordance with its terms, (ii) the
Effective Time and (iii) the execution and delivery by any party to the Merger
Agreement of any amendment thereto which would cause each share of Common Stock
to be converted into the right to receive fewer than 1.355 shares of Veeco
common stock.
No purchases of Common Stock will be made pursuant to the Voting
Agreement. Veeco entered into the Voting Agreement with the FEI stockholders to
ensure that the FEI stockholders will vote in favor of the Merger.
The foregoing descriptions of the Voting Agreements are qualified
in their entirety by reference, and are subject, to the Voting Agreements,
copies of which have been filed as exhibits to the Current Report on Form 8- K
filed by Veeco with the Securities and Exchange Commission on July 12, 2002, and
such Voting Agreements are incorporated herein by reference.
4
Except as otherwise set forth in this Item 4, Veeco has no present
plans or proposals which relate to or would result in (i) the acquisition by any
person of additional securities of FEI, or the disposition of securities of FEI;
(ii) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving FEI or any of its subsidiaries; (iii) a sale or transfer
of a material amount of assets of FEI or any of its subsidiaries; (iv) any
change in the present board of directors or management of FEI; (v) any material
change in the present capitalization or dividend policy of FEI; (vi) any other
material change in FEI's business or corporate structure; (vii) changes to FEI's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of FEI by any person; (viii) causing the
Common Stock to cease to be authorized to be quoted on The Nasdaq National
Market; (ix) the Common Stock becoming eligible for termination of registration
pursuant to Section 12(g) (4) of the Act; or (x) any action similar to any of
those actions set forth in this paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). The information set forth in Item 4 is incorporated
in this Item 5 by reference. As a result of the Voting Agreements, Veeco may be
deemed to be the beneficial owner of 8,957,876 shares of Common Stock, which
constitutes approximately 27.7% of the issued and outstanding shares of Common
Stock based on the number of shares of Common Stock outstanding as of June 30,
2002 (as represented by FEI in the Merger Agreement). Veeco may be deemed to
have the shared power to vote (or to direct the vote of) such shares of Common
Stock with respect to those matters described in Item 4; however, Veeco
disclaims any beneficial ownership of the shares of Common Stock which are
covered by the Voting Agreements. To Veeco's knowledge, no person listed in
Annex A has an ownership interest in FEI.
Set forth in Annex B are the names of the stockholders of FEI that
have entered into the Voting Agreements with Veeco, their residence or business
address and their present principal occupation or employment, including the
name, principal business and address of any corporation or other organization in
which such employment is conducted, to Veeco's knowledge.
(c). To the knowledge of Veeco, there have been no transactions in
shares of Common Stock by any of Veeco's executive officers or directors during
the past 60 days.
(d). To the knowledge of Veeco, the right to receive dividends
with respect to shares of Common Stock to which this Schedule 13D relates, and
the power to direct the receipt of dividends from, or the proceeds of the sale
of, such shares of Common Stock held by each of the FEI stockholders party to
the Voting Agreement are held by such FEI stockholders.
(e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information set forth in Item 4 is incorporated in this Item 6
by reference. Other than the Merger Agreement, the Voting Agreements and the
transactions contemplated thereby, there are no contracts, arrangements,
understandings or relationships between Veeco and any other person, or, to the
knowledge of Veeco, among any of Veeco's executive officers and directors or
between any of Veeco's executive officers and directors and any other person,
with respect to the Common Stock.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of July 11, 2002, among Veeco Instruments Inc., Venice
Acquisition Corp. and FEI Company.*
2.2 Voting Agreement, dated as of July 11, 2002, between Veeco Instruments Inc. and the
stockholders of FEI Company listed on Schedule A attached thereto, together with the related Powers
of Attorney and Irrevocable Proxies.**
2.3 Voting Agreement, dated as of July 11, 2002, between Veeco Instruments Inc. and Philips
Business Electronics International B.V., together with the related Power of Attorney and Irrevocable
Proxy.*
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* Incorporated by reference to the Current Report on Form 8-K filed by Veeco
Instruments Inc. with the Securities and Exchange Commission on July 12, 2002.
** Incorporated by reference to the Current Report on Form 8-K/A filed by
Veeco Instruments Inc. with the Securities and Exchange Commission on July
22, 2002.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: July 22, 2002
VEECO INSTRUMENTS INC.
By: /s/ Gregory A. Robbins
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Name: Gregory A. Robbins
Title: Vice President and General Counsel
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ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF VEECO INSTRUMENTS INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
Veeco Instruments Inc. Unless otherwise indicated, Veeco Instruments Inc.
employs each person identified below. The principal address of Veeco Instruments
Inc., and unless otherwise indicated below, the current business address for
each individual listed below is c/o Veeco Instruments Inc., 100 Sunnyside
Boulevard, Woodbury, NY 11797. To Veeco's knowledge, unless otherwise indicated
below, each of the individuals identified below is a citizen of the United
States.
PRESENT PRINCIPAL OCCUPATION AND
NAME, TITLE AND ADDRESS NAME OF EMPLOYER
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Edward H. Braun, Director, Chairman, Chief
Executive Officer and President
Richard A. D'Amore, Director General Partner, North Bridge Venture Partners, a
North Bridge Venture Partners venture capital firm
950 Winter Street, Suite 4600 950 Winter Street, Suite 4600
Waltham, MA 02451 Waltham, MA 02451
Joel A. Elftmann, Director President and Chairman of I-Tech Products LLC, a
I-Tech Products LLC supplier to semiconductor capital equipment
6963 Kenmore Drive manufacturers
Bloomington, MN 55438 6963 Kenmore Drive
Bloomington, MN 55438
Heinz K. Fridrich, Director Industry professor in the Department of Industrial
and Systems Engineering of the University of Florida
303 Weil Hall
P.O. Box 116595
Gainesville, FL 32611
Douglas A. Kingsley, Director Senior Vice President of Advent International
Advent International Corporation Corporation, a venture capital firm
75 State Street, 30th Floor 75 State Street, 30th Floor
Boston, MA 02109 Boston, MA 02109
Dr. Paul R. Low, Director President and Chief Executive Officer of PRL
PRL Associates Associates, a technology consulting firm
11 Birchwood Drive 11 Birchwood Drive
Greenwich, CT 06831 Greenwich, CT 06831
Roger D. McDaniel, Director Director of Veeco Instruments Inc.
Irwin H. Pfister, Director Executive Vice President of Schlumberger Ltd., an
Schlumberger Ltd. energy company, and Chief Executive Officer of
153 East 53rd Street, 57th Floor SchlumbergerSema, a leading information technology
New York, NY 10022 services provider
153 East 53rd Street, 57th Floor
New York, NY 10022
Walter J. Scherr, Director Consultant to Veeco Instruments Inc.
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Don R. Kania, Ph.D., President, Metrology Group
John P. Kiernan, Vice President, Finance and
Corporate Controller
Emmanuel N. Lakios, President, New York Process
Equipment
John F. Rein, Jr., Executive Vice President, Chief
Financial Officer, Treasurer and Secretary
Robert J. Valentine, Jr., President, Process
Equipment
9
ANNEX B
The following table sets forth the name and present principal
occupation or employment of each FEI Company stockholder that entered into the
Voting Agreements with Veeco Instruments Inc. Unless otherwise indicated below,
each person is a citizen of the United States. Unless otherwise indicated below,
the business address of each such person is c/o FEI Company, 7425 NW Evergreen
Parkway, Hillsboro, OR 97124.
PRESENT PRINCIPAL SHARES BENEFICIALLY
NAME OCCUPATION OR EMPLOYMENT OWNED
------------------------- ------------------------ -------------------
Vahe A. Sarkissian Chairman, Chief Executive Officer and 377,624
President of FEI Company
Brad Thies Vice President and General Counsel of FEI 9,250(1)
Company
Steven Berger Senior Vice President and Chief Technical 18,321(2)
Officer of FEI Company
John A. Doherty Senior Vice President - Worldwide Sales of 98,479
FEI Company
Michel Epsztein Senior Vice President and General Manager 12,537(3)
MEPG of FEI Company
Rob Fastenau Senior Vice President and General Manager 13,200(4)
(citizen of the Netherlands) - Electron Optics Products Division of FEI
Company
Jim D. Higgs Senior Vice President - Human Resources 60,152
of FEI Company
John M. Lindquist Senior Vice President - Corporate 34,089 (5)
Marketing of FEI Company
Steve Loughlin Vice President of Corporate Finance, acting 15,568(6)
Chief Financial Officer and Corporate
Controller of FEI Company
Donald R. VanLuvanee Director of FEI Company 17,667
Dr. Michael J. Attardo Director of FEI Company 10,667
Jan C. Lobbezoo Managing Director and Chief 0
Financial Officer of Philips
Semiconductors International B.V.,
an affiliate of Koninklijke
Philips Electronics N.V.
P.O. Box 218
Building BAE-4
5600 MD Eindhoven
William E. Curran Chief Executive Officer of 0
Philips North America Region
an affiliate of Koninklijke
Philips Electronics N.V.
1251 Avenue of the Americas
20th Floor
New York, NY 10020
10
Dr. William W. Lattin Director of FEI Company 13,833
Dr. Gerhard Parker Director of FEI Company 11,251
Wilfred J. Corrigan Chairman and Chief Executive Officer of 417(7)
(dual citizenship with United States LSI Logic Corporation, a developer and
and United Kingdom) manufacturer of integrated circuits
and storage systems
1621 Barber Lane
Milpitas, CA 95035
Philips Business Electronics Building VP-1, PO Box 218 8,264,821
International B.V. 5600 MD Eindhoven
(a Netherlands corporation) The Netherlands
----------------------
(1) Includes options to purchase 6,250 shares of Common Stock.
(2) Includes options to purchase 5,279 shares of Common Stock.
(3) Includes options to purchase 12,500 shares of Common Stock.
(4) Includes options to purchase 13,200 shares of Common Stock.
(5) Includes options to purchase 33,184 shares of Common Stock.
(6) Includes options to purchase 15,000 shares of Common Stock.
(7) Includes options to purchase 417 shares of Common Stock.
11
EXHIBIT INDEX
Exhibit
Number Exhibit Description
------ -------------------
2.1 Agreement and Plan of Merger, dated as of July 11, 2002, among Veeco Instruments Inc., Venice
Acquisition Corp. and FEI Company.*
2.2 Voting Agreement, dated as of July 11, 2002, between Veeco Instruments Inc. and the
stockholders of FEI Company listed on Schedule A attached thereto, together with the related
Powers of Attorney and Irrevocable Proxies.**
2.3 Voting Agreement, dated as of July 11, 2002, between Veeco Instruments Inc. and Philips
Business Electronics International B.V., together with the
related Power of Attorney and Irrevocable Proxy.*
---------------------
* Incorporated by reference to the Current Report on Form 8-K filed by Veeco
Instruments Inc. with the Securities and Exchange Commission on July 12, 2002.
** Incorporated by reference to the Current Report on Form 8-K/A filed by
Veeco Instruments Inc. with the Securities and Exchange Commission on July
22, 2002.
12