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EX-99.1 - EX-99.1 - VEECO INSTRUMENTS INCa17-12560_1ex99d1.htm

 

 

UNITED STATES
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): May 4, 2017

 

VEECO INSTRUMENTS INC.
(Exact name of registrant as specified in its charter)

 

Delaware

 

0-16244

 

11-2989601

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

Terminal Drive, Plainview, New York  11803

(Address of principal executive offices)

 

(516) 677-0200
(Registrant’s telephone number, including area code)

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x                Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 8.01   Other Matters

 

On May 4, 2017, Veeco Instruments Inc. (“Veeco” or the “Company”) held a conference call (the “Conference Call”) to discuss its financial results for the quarter ended March 31, 2017.  An archived webcast version of the Conference Call is being made available on the Company’s website at www.veeco.com.  A transcript of the Conference Call is furnished as Exhibit 99.1 to this report and is incorporated by reference in this Item 8.01.

 

Additional Information and Where to Find It

 

In connection with the proposed acquisition of Ultratech, Inc. (“Ultratech”), by Veeco pursuant to the Agreement and Plan of Merger by and among Ultratech, Veeco and Ulysses Acquisition Subsidiary Corp., Veeco filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 on April 24, 2017, which contains a proxy statement of Ultratech and a prospectus of Veeco, which proxy statement/prospectus was mailed or otherwise disseminated to Ultratech’s stockholders on April 24, 2017.  Investors are urged to read the proxy statement/prospectus (including all amendments and supplements) because they contain important information.  Investors may obtain free copies of the proxy statement/prospectus, as well as other filings containing information about Veeco and Ultratech, without charge, at the SEC’s Internet site (www.sec.gov).  Copies of these documents may also be obtained for free from the companies’ web sites at www.Veeco.com or www.Ultratech.com.

 

Participants in Solicitation

 

Veeco, Ultratech and their respective officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Ultratech in connection with the proposed transaction.  Information about Veeco’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on February 22, 2017, and its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March 17, 2017.  Information about Ultratech’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on March 1, 2017, and the amendment to its Annual Report on Form 10-K/A, which was filed with the SEC on April 20, 2017.  Investors may obtain more detailed information regarding the direct and indirect interests of Veeco, Ultratech and their respective executive officers and directors in the acquisition by reading the proxy statement/prospectus regarding the transaction, which has been filed with the SEC.

 

Forward-looking Statements

 

This written communication contains forward-looking statements that involve risks and uncertainties concerning the proposed acquisition by Veeco of Ultratech, Ultratech’s and the Company’s expected financial performance, as well as Ultratech’s and the Company’s strategic and operational plans.  Actual events or results may differ materially from those described in this written communication due to a number of risks and uncertainties.  The potential risks and uncertainties include, among others, the possibility that Ultratech may be unable to obtain required stockholder approval or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed; the reaction of customers to the transaction; general economic conditions; the transaction may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the parties to the transaction; the ability to recognize the benefits of the transaction; the amount of the costs, fees, expenses and charges related to the transaction and the actual terms of any financings that will be obtained for the transaction; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement.  In addition, please refer to the documents that the Company and Ultratech file with the SEC on Forms 10-K, 10-Q and 8-K.  The filings by the Company and Ultratech identify and address other important factors that could cause its financial and operational results to differ materially from those contained in the forward-looking statements set forth in this written communication.

 

All forward-looking statements speak only as of the date of this written communication or, in the case of any document incorporated by reference, the date of that document.  Neither the Company nor Ultratech is under any

 

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duty to update any of the forward-looking statements after the date of this written communication to conform to actual results.

 

Item 9.01   Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit 

 

Description

 

 

 

99.1

 

Transcript of Veeco Q1 2017 Conference Call, held May 4, 2017

 

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.

 

May 5, 2017

VEECO INSTRUMENTS INC.

 

 

 

By:

/s/ Gregory A. Robbins

 

Name: Gregory A. Robbins

 

Title: Senior Vice President and General Counsel

 

EXHIBIT INDEX

 

Exhibit 

 

Description

 

 

 

99.1

 

Transcript of Veeco Q1 2017 Conference Call, held May 4, 2017

 

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