8-A12G/A 1 a2059718z8-a12ga.txt FORM 8-A/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VEECO INSTRUMENTS INC. ---------------------- (Exact name of registrant as specified in its charter) DELAWARE 11-2989601 -------- ---------- (State of Incorporation or Organization) (IRS Employer Identification No.) 100 SUNNYSIDE BOULEVARD, WOODBURY, NEW YORK 11797 ------------------------------------------- ----- (Address of principal executive offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box: [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box: [X] Securities to be registered pursuant to Section 12(b) of the Act: NONE (Title of Class) Securities to be registered pursuant to Section 12(g) of the Act: PREFERRED STOCK PURCHASE RIGHTS ------------------------------- (Title of Class) Exhibit Index is on Page 3 Page 1 of 3 EXPLANATORY NOTE: Veeco Instruments Inc. (the "Company") hereby amends and supplements Items 1 and 2 of its registration statement on Form 8-A, filed with the Securities and Exchange Commission (the "Commission") on March 15, 2001. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. In connection with the execution of the Agreement and Plan of Merger, dated as of September 6, 2001, by and among the Company, Veeco Acquisition Corp., Applied Epi, Inc. ("Applied Epi") and certain Applied Epi security holders, the Company and American Stock Transfer and Trust Company, as rights agent (the "Rights Agent"), amended the Rights Agreement, dated as of March 13, 2001, between the Company and the Rights Agent. The terms of the amendment are set forth in the Amendment to Rights Agreement attached as Exhibit 4.1 to the Current Report on Form 8-K, filed with the Commission on September 21, 2001 and incorporated herein by reference. ITEM 2. EXHIBITS. NUMBER EXHIBIT INCORPORATED BY REFERENCE TO 1 Amendment to Rights Agreement, dated Company's Current Report on as of September 6, 2001, between Veeco Form 8-K (File No. 0-16244) Instruments Inc. and American Stock filed with the Commission on Transfer and Trust Company, as rights September 21, 2001, agent. Exhibit 4.1 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Veeco Instruments Inc. Date: September 21, 2001 By: /S/ GREGORY A. ROBBINS ----------------------- Name: Gregory A. Robbins Title: Vice President and General Counsel Page 2 of 3 EXHIBIT INDEX NUMBER EXHIBIT INCORPORATED BY REFERENCE TO 1 Amendment to Rights Agreement, dated Company's Current Report on as of September 6, 2001, between Form 8-K (File No. 0-16244) Veeco Instruments Inc. and American filed with the Commission on Stock Transfer and Trust Company, September 21, 2001, as rights agent. Exhibit 4.1 Page 3 of 3