-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DaKJFNMBYnY0+k1sAdc8QVQlwRtew55rDo8TEMAALE7FirhvD7D50ZU0jnFv13EI MiG9IN0r6NW8SjOdjZFVbw== 0000950135-98-006236.txt : 19981215 0000950135-98-006236.hdr.sgml : 19981215 ACCESSION NUMBER: 0000950135-98-006236 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FEI CO CENTRAL INDEX KEY: 0000914329 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 930621989 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49649 FILM NUMBER: 98769081 BUSINESS ADDRESS: STREET 1: 7451 NE EVERGREEN PWY CITY: HILLSBORO STATE: OR ZIP: 97124-5830 BUSINESS PHONE: 5036901500 MAIL ADDRESS: STREET 1: 7451 NE EVERGREEN PARKWAY CITY: HILLSBORO STATE: OR ZIP: 97124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MICRION CORP /MA/ CENTRAL INDEX KEY: 0000919646 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 042892070 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE CORPORATION WAY CITY: PEABODY STATE: MA ZIP: 01960-7990 BUSINESS PHONE: 5085386715 MAIL ADDRESS: STREET 1: ONE CORPORATION WAY CITY: PEABODY STATE: MA ZIP: 01960-7990 SC 13D 1 FEI COMPANY 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* FEI Company ---------------------------------- (Name of Issuer) Common Stock ---------------------------------- (Title of Class of Securities) 30241L109 --------------------- (CUSIP Number) David M. Hunter Micrion Corporation One Corporation Way Peabody, MA 01960 (978) 531-6464 --------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 3, 1998 ------------------------------------------------------- (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 which 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). 2 SCHEDULE 13D - ----------------------- ------------------------ CUSIP No. 30241L109 Page 2 of 6 Pages - ----------------------- ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Micrion Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Commonwealth of Massachusetts - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 11,184,471 Shares BENEFICIALLY --------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON --------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,184,471 Shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 54.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* C0 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 Page 3 of 6 Pages CUSIP No. 30241L109 ITEM 1. SECURITY AND ISSUER The class of security to which this statement relates is the common stock ("Common Stock") of FEI Company, an Oregon corporation (the "Issuer"). The address of the principal executive office of the Issuer is 7451 NW Evergreen Parkway, Hillsboro, Oregon 97124-5830. ITEM 2. IDENTITY AND BACKGROUND (a) The name of the person filing this statement is Micrion Corporation ("Micrion"). (b) The business address of Micrion is One Corporation Way, Peabody, Massachusetts 01960. (c) The present principal occupation of Micrion is a manufacturing company. (d) None. (e) None. (f) Not applicable. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On December 3, 1998, the Issuer, Micrion and a wholly owned subsidiary of the Issuer (the "Acquisition Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which the Acquisition Sub and Micrion will merge, subject to certain conditions (including, without limitation, the approval of Micrion's stockholder and certain regulatory approvals), as a result of which Micrion would become a subsidiary of the Issuer (the "Merger"). Prior to the consummation of the Merger, the shareholders of the Issuer will vote on (i) a proposal to approve an amendment to the Issuer's Articles of Incorporation to increase the number of authorized shares of the Issuer's Common Stock to allow the issuance of shares of common stock included in the merger consideration payable to the Micrion stockholders and (ii) a proposal to approve the issuance of shares of common stock pursuant to the Merger Agreement and pursuant to a stock purchase agreement with Philips Business Electronics International B.V. ("PBE"), the majority shareholder of the Issuer (together, the "Proposals"). In connection with the Merger, PBE entered into a Voting Agreement (the "Voting Agreement") with Micrion, pursuant to which PBE agreed to vote all of its 11,184,471 shares of the Issuer's Common Stock in favor of the Proposals at any meeting of the Issuer's shareholders and to grant to Micrion a proxy to vote its shares in favor thereof. This Item 3 is qualified in its entirety by reference to the Merger Agreement and the Voting Agreement, which are filed as Exhibits 1 and 2 hereto and are incorporated herein by reference. 4 Page 4 of 6 Pages CUSIP No. 30241L109 ITEM 4. PURPOSE OF TRANSACTION. Please see the explanation set forth above with respect to Item 3 for the purposes of the acquisition of securities of the Issuer. Accordingly, the answers to Item 4 are as follows: (a) None. (b) Please see the description of the Merger Agreement set forth above with respect to Item 3. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g) None. (h) Not applicable. (i) None. (j) None. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number and percentage of shares of Common Stock beneficially owned by Micrion are 11,184,471 and approximately 54.7% of the issued and outstanding shares of Common Stock. (b) Micrion has the sole power to vote 11,184,471 shares of Common Stock to the extent provided in the Voting Agreement. Micrion has the sole power to dispose of no shares of Common Stock. (c) The only transaction in the Common Stock that was effected by Micrion during the past sixty days is the transaction described in Item 3 above. (d) Not applicable. (e) Not applicable. 5 Page 5 of 6 Pages CUSIP No. 30241L109 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Please see the descriptions of the Merger Agreement and the Voting Agreement set forth in Item 3 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Attached to this statement and filed with this statement as Exhibits are the following documents: EXHIBIT 1: Agreement and Plan of Merger dated December 3, 1998 among the Issuer, Micrion and the Acquisition Sub (incorporated by reference to Exhibit 3 to Koninklijke Philips N.V. Amendment No. 1 to Schedule 13-D/A dated December 8, 1998). Exhibit 2: Voting Agreement between Micrion and PBE (incorporated by reference to Exhibit 4 to Koninklijke Philips N.V. Amendment No. 1 to Schedule 13-D/A dated December 8, 1998). The foregoing descriptions of these Exhibits are qualified in their entirety by reference to the Exhibits themselves. 6 Page 6 of 6 Pages CUSIP No. 30241L109 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. MICRION CORPORATION Dated: December 11, 1998 /s/ David M. Hunter --------------------------------------- David M. Hunter, Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----