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Item 8.01 Other Matters

On May15, 2017, representatives of Veeco Instruments Inc. (Veeco
or the Company) met with employees of Ultratech,Inc. (Ultratech).
A copy of the presentation for these meetings is attached as
Exhibit99.1 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, by
Veeco 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 FormS-4 on April24, 2017, which contains a proxy
statement of Ultratech and a prospectus of Veeco, which proxy
statement/prospectus was mailed or otherwise disseminated to
Ultratechs stockholders on April24, 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
SECs Internet site ( Copies of these documents may
also be obtained for free from the companies web sites at or

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 Veecos executive officers and
directors is set forth in its Annual Report on Form10-K, which
was filed with the SEC on February22, 2017, and its proxy
statement for its 2017 annual meeting of stockholders, which was
filed with the SEC on March17, 2017. Information about Ultratechs
executive officers and directors is set forth in its Annual
Report on Form10-K, which was filed with the SEC on March1, 2017,
and the amendment to its Annual Report on Form10-K/A, which was
filed with the SEC on April20, 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, Ultratechs and the Companys
expected financial performance, as well as Ultratechs and the
Companys 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 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.




Veeco Presentation: Ultratech and Veeco Employee Meeting,


Veeco Instruments Inc. designs, manufactures, markets and supports thin film equipment. The Company’s equipment is used to make electronic devices, including light emitting diodes (LED), micro-electromechanical systems (MEMS), wireless devices, power electronics, hard disk drives (HDDs) and semiconductors. The Company operates in four geographic regions: United States; China; Europe, the Middle East and Africa, and the Rest of World. The Company is a supplier of metal organic chemical vapor deposition (MOCVD) systems. The Company’s Precision Surface Processing’s platforms include WaferEtch and the WaferStorm. The Company’s NEXUS Ion Beam Deposition (IBD) systems utilize ion beam technology to deposit precise layers of thin films. The Company makes an array of deposition systems, including Physical Vapor Deposition, Diamond Like Carbon Deposition and Chemical Vapor Deposition Systems.


VEECO INSTRUMENTS INC. (NASDAQ:VECO) closed its last trading session down -0.15 at 32.50 with 316,932 shares trading hands.

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