-----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, ACeSAPZDDmORF25nNC53i3jD8kfJxmbYL5fKf6a39z7g+9oH7JI+DZEZ2NJH8Mqt Kv3I5p9xxwM1Y2HcngvIuQ== 0000912057-02-024446.txt : 20020617 0000912057-02-024446.hdr.sgml : 20020617 20020617132335 ACCESSION NUMBER: 0000912057-02-024446 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VEECO INSTRUMENTS INC CENTRAL INDEX KEY: 0000103145 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 112989601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-84252 FILM NUMBER: 02680396 BUSINESS ADDRESS: STREET 1: TERMINAL DR CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5163498300 FORMER COMPANY: FORMER CONFORMED NAME: VACUUM ELECTRONIC MANUFACTURING CORP DATE OF NAME CHANGE: 19700408 424B3 1 a2082566z424b3.htm 424B3
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        Filed Pursuant to Rule 424(b)(3) and (c)
Registration No. 333-84252


VEECO INSTRUMENTS INC.

PROSPECTUS SUPPLEMENT NO. 4
DATED JUNE 17, 2002
TO
PROSPECTUS DATED MAY 8, 2002

$220,000,000 4-1/8% Convertible Subordinated Notes due 2008,
Shares of Common Stock Issuable Upon Conversion of the Notes and
4,044,119 Additional Shares of Common Stock


        This prospectus supplement supplements and should be read in conjunction with the prospectus of Veeco Instruments Inc. dated May 8, 2002, prospectus supplement no. 1, dated May 17, 2002, prospectus supplement no. 2, dated May 24, 2002, and prospectus supplement no. 3, dated May 31, 2002. This prospectus supplement is qualified by reference to the prospectus and such prospectus supplements, except to the extent that the information provided hereby supersedes the information contained in the prospectus or in those supplements. All capitalized terms used but not defined in this prospectus supplement have the meanings given them in the prospectus.

        Investing in the notes and in our common stock involves risks that are described in the "Risk Factors" section beginning on page 6 of the prospectus.


        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


        The information appearing in the table below, as of the date hereof, supplements the information in the table appearing under the heading "Selling Securityholders" in the prospectus, and where the name of a selling securityholder identified in the table below also appears in the table in the prospectus and/or a previous prospectus supplement, the information set forth in the table below regarding that selling securityholder supersedes the information in the prospectus and/or such supplement:

Selling Securityholder(1)

   
   
   
   
   
   
  Number of Shares of
Common Stock(1)(2)

  Principal Amount of Notes(1)
Holders of Convertible
Notes or Shares Issuable
Upon Conversion Thereof

  Beneficially Owned Prior
to The Offering
and Offered Hereby

  Percentage of
Notes Outstanding

  Beneficially Owned
Prior to The Offering

  Offered Hereby
US Bancorp Piper Jaffray   $ 335,000   *   8,699   8,699

*
Less than 1%.

(1)
Information concerning the selling securityholders may change from time to time. Any such changed information will be set forth in supplements to this prospectus if and when necessary. The amount of notes and the number of shares of our common stock issuable upon conversion of the notes indicated may be in excess of the total amount registered under the shelf registration statement of which this prospectus forms a part, due to sales or transfers by selling securityholders of such notes or shares in transactions exempt from the registration requirements of the Securities Act after the date on which they provided us information regarding their holdings of notes and such shares of common stock.

(2)
For purposes of presenting the number of shares of our common stock beneficially owned by holders of notes, we assume a conversion price under the notes of $38.51 per share of our common stock, and a cash payment in lieu of the issuance of any fractional share interest. However, the conversion price is subject to adjustment as described under "Description of the Notes—Conversion Rights." As a result, the number of shares of common stock issuable upon conversion of the notes, and as a consequence, the number of shares beneficially owned by the holders of notes, may increase or decrease in the future.

The date of this prospectus supplement is June 17, 2002.

2




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VEECO INSTRUMENTS INC. PROSPECTUS SUPPLEMENT NO. 4 DATED JUNE 17, 2002 TO PROSPECTUS DATED MAY 8, 2002
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