Ultratech,Inc. (NASDAQ:UTEK) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of
Assets.
As previously disclosed in the Current Report on Form8-K filed
with the Securities and Exchange Commission (the SEC) by
Ultratech,Inc., a Delaware corporation (the Company) on
February3, 2017, the Company, Veeco Instruments Inc., a Delaware
corporation (Veeco) and Ulysses Acquisition Subsidiary
Corp., a Delaware corporation and a wholly owned subsidiary of
Veeco (Merger Subsidiary), entered into an Agreement and
Plan of Merger, dated February2, 2017 (the Merger
Agreement). On May26, 2017, to the terms and conditions of
the Merger Agreement, Merger Subsidiary was merged with and into
the Company (the Merger), with the Company surviving as a
wholly owned subsidiary of Veeco (the Surviving
Corporation).
to the Merger Agreement, at the effective time of the Merger (the
Effective Time), each outstanding share of common stock,
par value $0.001 per share, of the Company (the Company Common
Stock) (other than (i)shares of Company Common Stock owned by
Veeco or Merger Subsidiary and shares of treasury stock held by
the Company, which were cancelled without consideration,
(ii)shares of Company Common Stock held by any subsidiary of
either the Company or Veeco, which were converted into shares of
common stock of the Surviving Corporation and (iii)shares held by
holders of Company Common Stock, if any, who properly exercised
their appraisal rights under the General Corporation Law of the
State of Delaware) outstanding immediately prior to the Merger
was automatically cancelled and converted into the right to
receive an amount equal to (1)$21.75 in cash without interest
(the Cash Consideration), (2)0.2675 of a share of the
common stock of Veeco (the Veeco Common Stock), par value
$0.01 per share (the Stock Consideration and, together
with the Cash Consideration, the Merger Consideration) and
(3)cash in lieu of fractional shares of Veeco Common Stock as
contemplated by the Merger Agreement.
to the Merger Agreement, as of the Effective Time, (a)each
outstanding option to purchase shares of Company Common Stock
became fully vested and was cancelled and converted into the
right to receive an amount in cash equal to the product of (i)the
number of shares of Company Common Stock subject to such option
immediately prior to the Effective Time and (ii)the excess, if
any, of the value of the Merger Consideration (expressed as a
dollar amount) over the exercise price per share of such option;
(b)each award of restricted stock units with respect to shares of
Company Common Stock (RSUs) that was outstanding and
vested immediately prior to the Effective Time, including those
RSUs that became vested by their terms immediately prior to or as
of the Effective Time, was cancelled and converted into the right
to receive an amount in cash equal to the product of the value of
the Merger Consideration (expressed as a dollar amount) and the
number of shares of Company Common Stock subject to such vested
RSUs; and (c)each outstanding award of RSUs that was outstanding
and unvested immediately prior to the Effective Time was assumed
by Veeco and converted into a number of restricted stock units
with respect to Veeco Common Stock as determined by multiplying
the number of unvested RSUs by the ratio of the dollar value of
the Merger Consideration per share of Company Common Stock to the
volume weighted average trading price of Veecos common stock over
the period of five trading days ending on the day before the
closing of the Merger.
The foregoing summary description of the Merger Agreement does
not purport to be complete and is qualified in its entirety by
reference to the terms of the Merger Agreement, a copy of which
was filed as Exhibit2.1 to the Companys Current Report on Form8-K
filed with the SEC on February3, 2017, which is incorporated
herein by reference.
The aggregate consideration paid to equityholders of the Company
by Veeco in the Merger, including for outstanding stock options
and vested RSUs, was approximately $628.4 million in cash plus
approximately 7.4 million shares of Veeco common stock, without
giving effect to related transaction fees and expenses.
Item 3.01. Notice of Delisting or
Failure to Satisfy a Continued Listing Ruleor Standard; Transfer
of Listing.
On May26, 2017 in connection with the consummation of the Merger,
the Company notified The NASDAQ Stock Market LLC (NASDAQ)
of its intent to remove the shares of Company Common Stock from
listing on NASDAQ and requested that NASDAQ suspend trading of
the Company Common Stock and file a delisting application with
the SEC to delist and deregister the shares of Company Common
Stock. On May26, 2017, NASDAQ filed with the SEC a Notification
of Removal from Listing and/or Registration under Section12(b)of
the Securities Exchange Act of 1934, as amended (the Exchange
Act), on Form25 to delist and deregister the shares of
Company Common Stock. Trading of the Company Common Stock was
suspended prior to the start of trading on May26, 2017.
The Company intends to file with the SEC a certification on
Form15 under the Exchange Act, requesting the deregistration of
the shares of Company Common Stock and the suspension of the
Companys reporting obligations under Sections 13 and 15(d)of
the Exchange Act.
Item 3.03. Material Modification to
Rights of Security Holders.
At the Effective Time, each share of Company Common Stock
outstanding, other than shares of Company Common Stock owned by
Veeco or Merger Subsidiary and shares of treasury stock held by
the Company, was cancelled and converted into the right to
receive the Merger Consideration.
The information disclosed under Item 2.01,Item 3.01,Item 5.01
and Item 5.02 of this Current Report on Form8-K is incorporated
by reference in this Item 3.03.
Item 5.01. Changes in Control of
Registrant.
As a result of the consummation of the Merger, on May26, 2017,
a change in control of the Company occurred. As of the
Effective Time, the Company became a wholly owned subsidiary of
Veeco.
The information disclosed under Item 2.01,Item 3.01,Item
3.03,Item 5.02 and Item 5.03 of this Current Report on Form8-K
is incorporated by reference into this Item 5.01.
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
In accordance with the terms of the Merger Agreement, at the
Effective Time, all of the members of the Companys board of
directors were removed and the directors of Merger Subsidiary
immediately prior to the Effective Time, which consisted of
John R. Peeler and Shubham Maheshwari, became the only
directors of the Company as of immediately after the Effective
Time.
In accordance with the terms of the Merger Agreement, at the
Effective Time, each of the officers of the Company including
Arthur W. Zafiropoulo (the Companys Chairman and CEO), Bruce R.
Wright (the Companys Chief Financial Officer and Senior Vice
President, Finance), Dave Ghosh (the Companys Senior Vice
President Global Sales and Service) and Tammy D. Landon (the
Companys Senior Vice President Operations) were removed and the
executive officers of Merger Subsidiary immediately prior to
the Effective Time, which consisted of Messrs.Peeler and
Maheshwari, became the executive officers of the Surviving
Corporation as of immediately after the Effective Time.
In connection with the foregoing, the Company entered into a
Separation Agreement with Mr.Zafiropoulo (the Zafiropoulo
Separation Agreement), effective as of immediately after
the closing of the Merger. to the Zafiropoulo Separation
Agreement, Mr.Zafiropoulo is entitled to the severance benefits
provided for in his employment agreement with the Company
including, among other things:
$1.15 million in severance payable over 24 months;
retiree medical coverage and related tax benefits in accordance
with his employment agreement;
$153,600 payable over 24 months relating to the car benefit
under his employment agreement;
$810,803 in deferred, unpaid bonuses under the Companys
Long-Term Incentive Plan; and
$2,146,603, representing the deferred, unpaid portion of his
incentive under his Long-Term Cash Award Agreement with the
Company.
The Company also entered into a Separation Agreement with
Mr.Wright (the Wright Separation Agreement), effective
as of immediately after the closing of the Merger. to the
Wright Separation Agreement, Mr.Wright is entitled to the
severance benefits provided for in his employment agreement
with the Company including, among other things:
$721,000 in severance payable over 24 months;
retiree medical coverage in accordance with his employment
agreement;
$329,021 in deferred, unpaid bonuses under the Companys
Long-Term Incentive Plan; and
$766,644, representing the deferred, unpaid portion of his
incentive under his Long-Term Cash Award Agreement with the
Company.
In addition to the payments described above under the
Zafiropoulo Separation Agreement and the Wright Separation
Agreement, the restricted stock units granted to
Messrs.Zafiropoulo and Wright in January2017 were converted
into Veeco restricted stock units in accordance with the Merger
Agreement, and vested in full upon their separation from the
Company immediately following the closing of the Merger (to the
extent not previously vested) to the terms of the award
agreements.
The newly appointed executive officers and directors of the
Company are all existing executive officers or employees of
Veeco appointed to such positions at the Company in connection
with Veecos acquisition of the Company and are not entering
into additional compensation arrangements in connection with
such appointments. Information regarding Messrs.Peeler and
Maheshwari can be found under the sections Voting Proposals –
Proposal 1: Election of Directors, Compensation – Executive
Officers, Governance – Director Compensation and Security
Ownership of Certain Beneficial Owners and Management in the
Proxy Statement related to Veecos 2017 Annual Meeting, as filed
on Schedule 14A with the SEC on March17, 2017, which
information has been incorporated by reference into Items 10,
11 and 12 of PartIII of Veecos Annual Report on Form10-K for
the year ended December31, 2016, as filed with the SEC on
February22, 2017, and is incorporated herein by reference.
There are no family relationships between any of the newly
appointed directors and executive officers of the Company and
any director or other executive officer of the Company nor are
there any transactions between any such director or executive
officer or any immediate family of such person and the Company
or any of its subsidiaries that would be reportable as a
related party transaction under the rulesof the United States
Securities and Exchange Commission. There is also no other
arrangement or understanding between any of the newly appointed
directors and any other persons or entities to which such
person was appointed as a director of the Company.
Item 5.03. Amendment to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
In connection with the consummation of the Merger, the Companys
certificate of incorporation and bylaws were amended and
restated to be the certificate of incorporation and the bylaws,
respectively, of Merger Subsidiary in effect immediately prior
to the effective time.
The certificate of incorporation and bylaws as so amended and
restated are attached hereto as Exhibit3.1 and Exhibit3.2,
respectively, and are incorporated by reference herein.
Item 8.01 Other Events.
On May26, 2017, Veeco issued a press release announcing the
consummation of the Merger. A copy of the press release is
attached as Exhibit99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and
Exhibits.
(d)Exhibits.
|
Exhibit Number |
|
Description |
|
2.1 |
Agreement and Plan of Merger, dated February2, 2017 among |
|
|
3.1 |
Amended and Restated Certificate of Incorporation |
|
|
3.2 |
Amended and Restated Bylaws |
|
|
99.1 |
Press Release of Veeco, dated May26, 2017 |
* Certain schedules have been omitted and Ultratech,Inc. agrees
to furnish supplementally to the Securities and Exchange
Commission a copy of any omitted schedules upon request.
About Ultratech, Inc. (NASDAQ:UTEK)
Ultratech, Inc. (Ultratech) develops, manufactures and markets photolithography, laser thermal processing and inspection equipment. The Company operates through the manufacture and distribution of capital equipment to manufacturers of integrated circuits and nanotechnology components segment. The Company serves manufacturers of semiconductor devices, including packaging processes and various nanotechnology components such as laser diodes, high-brightness light emitting diodes (HBLEDs) and micro-electro-mechanical systems (MEMS), as well as atomic layer deposition systems (ALD) for customers located throughout the world. It has operations in North America, Europe, Singapore, Japan, Taiwan, Korea and the rest of Asia. The Company supplies step-and-repeat photolithography systems based on one-to-one (1X) imaging technology to customers located throughout North America, Europe and Asia. Ultratech, Inc. (NASDAQ:UTEK) Recent Trading Information
Ultratech, Inc. (NASDAQ:UTEK) closed its last trading session down -30.2300 at 0.0000 with 125,249 shares trading hands.
