8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 4, 2017

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-16244
(Commission
File Number) 11-2989601
(IRS Employer
Identification No.)

Terminal Drive, Plainview, New York  11803

(Address of principal executive offices)

(516) 677-0200
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02   Results of Operations and Financial Condition.

On May 4, 2017, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended March 31, 2017.  In connection with the release and the related conference call, Veeco posted a presentation relating to its first quarter 2017 financial results on its website (www.veeco.com).  Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

Item 5.07   Submission of Matters to a Vote of Security Holders.

On May 4, 2017, Veeco held its 2017 Annual Meeting.  The matters voted on at the meeting are described in detail in the Company’s proxy statement for the meeting, which was filed with the SEC on March 17, 2017.

As of the record date for the meeting, there were 40,569,703 shares of common stock outstanding, each of which was entitled to one vote with respect to each of the matters voted on at the meeting.  Each of the directors up for election was elected, the frequency of an advisory vote on executive compensation receiving the most votes was one year and each of the other matters was approved by the required number of votes on each such matter.  The terms of each of the following directors continued after the meeting:  Richard A. D’Amore, Keith D. Jackson, John R. Peeler and Thomas St. Dennis.

The final voting results were:

Matter	For	Withheld	Broker Non- votes
1.Election of Directors
(a)Kathleen A. Bayless	30,838,863	705,437	2,076,787
(b)Gordon Hunter	29,884,214	1,660,086	2,076,787
(c)Peter J. Simone	30,389,048	1,155,252	2,076,787

Matter	For	Against	Abstained	Broker Non-votes
2.Approval of the advisory vote on executive compensation	23,615,728	7,515,033	413,539	2,076,787

Matter	1 year	2 years	3 years	Abstain	Broker Non-votes
3.Approval of the advisory vote on the frequency of holding an advisory vote on executive compensation	24,729,623	17,096	6,683,211	114,370	2,076,787

Matter	For	Against	Abstained	Broker Non-votes
4.Ratification of the appointment of KPMG LLP	33,443,805	60,231	117,051	0

Item 8.01   Other Events.

The information from Item 2.02 above is incorporated by reference in this Item 8.01.

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit	Description
99.1	Press release issued by Veeco dated May 4, 2017
99.2	Veeco Q1 2017 Conference Call, May 4, 2017

The information in this report, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall this information or these exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 4, 2017	VEECO INSTRUMENTS INC.
	By:	/s/ Gregory A. Robbins
	Name: Gregory A. Robbins
	Title: Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit	Description
99.1	Press release issued by Veeco dated May 4, 2017
99.2	Veeco Q1 2017 Conference Call, May 4, 2017

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EX-99.1

EXHIBIT 99.1

NEWS

VEECO REPORTS FIRST QUARTER 2017 FINANCIAL RESULTS

First Quarter 2017 Highlights:

·Revenues of $94.4 million, up 21% compared with the same period last year

·GAAP earnings per share of $0.03, and non-GAAP earnings per share of $0.09

·Non-GAAP adjusted EBITDA of $7.3 million

·Announced agreement to acquire Ultratech, Inc., a leading supplier of lithography, laser-processing and inspection systems addressing the advanced packaging, semiconductor and LED industries

Plainview, N.Y., May 4, 2017 — Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its first fiscal quarter ended March 31, 2017. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.

U.S. dollars in millions, except per share data

GAAP Results	Q1 ‘17		Q1 ‘16
Revenue	$	94.4	$	78.0
Net income (loss)	$	1.1	$	(15.5	)
Diluted earnings (loss) per share	$	0.03	$	(0.40	)

Non-GAAP Results	Q1 ‘17		Q1 ‘16
Net income (loss)	$	3.6	$	(5.7	)
Adjusted EBITDA	$	7.3	$	(2.1	)
Diluted earnings (loss) per share	$	0.09	$	(0.15	)

“Veeco’s first quarter sales were above seasonal average and increased by more than 20% year-over-year, reflecting a recovery in LED industry conditions.  We are continuing to build backlog and see a healthy sales pipeline, which supports top line growth in the second half of 2017.  Our Q1 gross margin reflects, among other factors, the temporary impact of our manufacturing consolidation efforts.  We now expect to complete these plans in the third quarter.  We believe our consolidation efforts combined with sustained cost discipline will drive positive operating leverage, as revenues scale,” commented John R. Peeler, Chairman and Chief Executive Officer.

“In addition, we are pleased with the progress we’ve made towards completing the Ultratech acquisition, which we expect to close in late May.  Integration planning is well under way and we expect to hit the ground running on day one,” Mr. Peeler concluded.

1

Guidance and Outlook

The following guidance is provided for Veeco’s second quarter 2017:

·Revenue is expected to be in the range of $85 million to $100 million

·Adjusted EBITDA is expected to be in the range of $4 million to $10 million

·GAAP earnings (loss) per share are expected to be in the range of ($0.14) to $0.02 and includes a pre-tax interest expense estimated to be ~$5 million associated with the 2023 Convertible Notes

·Non-GAAP earnings per share are expected to be in the range of ($0.05) to $0.09 and includes a pre-tax interest expense estimated to be ~$2 million associated with the 2023 Convertible Notes

Please refer to the tables at the end of this press release for further details.

Conference Call Information

A conference call reviewing these results has been scheduled for today, May 4, 2017 starting at 5:00pm ET. To join the call, dial 877-741-4251 (toll free) or 719-325-4760 and use passcode 3255654. The call will also be webcast live on the Veeco website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website beginning at 8:00pm ET this evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

About Veeco

Veeco’s process equipment solutions enable the manufacture of LEDs, displays, power electronics, compound semiconductors, hard disk drives, semiconductors, MEMS and wireless chips. We are the leader in MOCVD, MBE, Ion Beam, Wet Etch single wafer processing and other advanced thin film process technologies. Our high performance systems drive innovation in energy efficiency, consumer electronics and network storage and allow our customers to maximize productivity and achieve lower cost of ownership. For information on our company, products and worldwide service and support, please visit www.veeco.com.

Forward-looking Statements

This written communication contains forward-looking statements that involve risks and uncertainties concerning the proposed acquisition by Veeco Instruments Inc. (“Veeco” or the “Company”) of Ultratech, Inc. (“Ultratech”), Ultratech’s and the Company’s expected financial performance, as well as Ultratech’s and the Company’s 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 Securities and Exchange Commission (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.

2

Additional Information and Where to Find It

In connection with the proposed acquisition of Ultratech by Veeco pursuant to the Agreement and Plan of Merger by and among Ultratech, Veeco and Ulysses Acquisition Subsidiary Corp., Veeco filed with the SEC a Registration Statement on Form S-4 on April 24, 2017, which contains a proxy statement of Ultratech and a prospectus of Veeco, which proxy statement/prospectus was mailed or otherwise disseminated to Ultratech’s stockholders on April 24, 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 SEC’s Internet site (www.sec.gov).  Copies of these documents may also be obtained for free from the companies’ web sites at www.Veeco.com or www.Ultratech.com.

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 Veeco’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on February 22, 2017, and its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March 17, 2017.  Information about Ultratech’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on March 1, 2017, and the amendment to its Annual Report on Form 10-K/A, which was filed with the SEC on April 20, 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.

-financial tables attached-

Veeco Contacts:
Investors:	Media:
Shanye Hudson 516-677-0200 x1272	Jeffrey Pina 516-677-0200 x1222
shudson@veeco.com	jpina@veeco.com

3

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

	Three months ended March 31,
	2017			2016
Net sales	$	94,386		$	78,011
Cost of sales	60,186			46,055
Gross profit	34,200			31,956
Operating expenses, net:
Research and development	14,989			22,110
Selling, general, and administrative	20,466			19,839
Amortization of intangible assets	2,867			5,251
Restructuring	1,338			100
Asset impairment	463			—
Other, net	(78		)	(71		)
Total operating expenses, net	40,045			47,229
Operating income (loss)	(5,845		)	(15,273		)
Interest income (expense), net	(3,342		)	268
Income (loss) before income taxes	(9,187		)	(15,005		)
Income tax expense (benefit)	(10,282		)	528
Net income (loss)	$	1,095		$	(15,533	)
Income (loss) per common share:
Basic	$	0.03		$	(0.40	)
Diluted	$	0.03		$	(0.40	)
Weighted average number of shares:
Basic	39,619			39,113
Diluted	40,140			39,113

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

	March 31, 2017		December 31, 2016
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	423,661	$	277,444
Short-term investments	258,196		66,787
Accounts receivable, net	51,433		58,020
Inventories	64,697		77,063
Deferred cost of sales	4,684		6,160
Prepaid expenses and other current assets	19,777		16,034
Total current assets	822,448		501,508
Property, plant and equipment, net	63,684		60,646
Intangible assets, net	55,511		58,378
Goodwill	114,908		114,908
Deferred income taxes	4,044		2,045
Other assets	21,047		21,047
Total assets	$	1,081,642	$	758,532
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	30,732	$	22,607
Accrued expenses and other current liabilities	28,480		33,201
Customer deposits and deferred revenue	70,785		85,022
Income taxes payable	2,441		2,311
Current portion of long-term debt	375		368
Total current liabilities	132,813		143,509
Deferred income taxes	14,063		13,199
Long-term debt	268,098		826
Other liabilities	1,652		6,403
Total liabilities	416,626		163,937
Total stockholders’ equity	665,016		594,595
Total liabilities and stockholders’ equity	$	1,081,642	$	758,532

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

				Non-GAAP Adjustments
Three months ended March 31, 2017	GAAP			Share-based Compensation		Amortization	Other		Non-GAAP
Net sales	$	94,386							$	94,386
Gross profit	34,200			657			89		34,946
Gross margin	36.2		%						37.0		%
Research and development	14,989			(429	)				14,560
Selling, general, and administrative and Other	20,388			(3,100	)		(1,361	)	15,927
Net income (loss)	1,095			4,186		2,867	(4,504	)	3,644
Income (loss) per common share:
Basic	$	0.03							$	0.09
Diluted	0.03								0.09
Weighted average number of shares:
Basic	39,619								39,619
Diluted	40,140								40,140

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

Three months ended March 31, 2017
Asset impairment	463
Restructuring	1,338
Acquisition related	1,361
Accelerated depreciation	89
Non-cash interest expense	2,185
Non-GAAP tax adjustment *	(9,940	)
Total Other	(4,504	)

* - The ‘with or without’ method is utilized to determine the income tax effect of all non-GAAP adjustments. Also included in the non-GAAP tax adjustment is the exclusion of a $4.9 million tax benefit associated with the Convertible Senior Notes, as well as a $4.9 million tax benefit associated with the reversal of a reserve for an uncertain tax position.

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

				Non-GAAP Adjustments
Three months ended March 31, 2016	GAAP			Share-based Compensation		Amortization	Other		Non-GAAP
Net sales	$	78,011							$	78,011
Gross profit	31,956			546					32,502
Gross margin	41.0		%						41.7		%
Research and development	22,110			(1,099	)				21,011
Selling, general, and administrative and Other	19,768			(2,743	)		(63	)	16,962
Net income (loss)	(15,533		)	4,388		5,251	163		(5,731		)
Income (loss) per common share:
Basic	$	(0.40	)						$	(0.15	)
Diluted	(0.40		)						(0.15		)
Weighted average number of shares:
Basic	39,113								39,113
Diluted	39,113								39,113

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

Three months ended March 31, 2016
Restructuring	100
Acquisition Related	63
Total Other	163

The ‘with or without’ method is utilized to determine the income tax effect of all non-GAAP adjustments.

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Adjusted EBITDA

(in thousands)

(unaudited)

	Three months ended March 31,
	2017			2016
GAAP Net income (loss)	$	1,095		$	(15,533	)
Share-based compensation	4,186			4,388
Amortization	2,867			5,251
Asset impairment	463			—
Restructuring	1,338			100
Acquisition related	1,361			63
Accelerated depreciation	89			—
Interest expense (income), net	3,342			(268		)
Depreciation	2,843			3,341
Income tax expense (benefit)	(10,282		)	528
Adjusted EBITDA	$	7,302		$	(2,130	)

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in millions, except per share amounts)

(unaudited)

								Non-GAAP Adjustments
Guidance for the three months ended June 30, 2017	GAAP							Share-based Compensation	Amortization	Other		Non-GAAP
Net sales	$	85		-	$	100						$	85		-	$	100
Gross profit	32			-	39			1	—	—		33			-	40
Gross margin	37		%	-	39		%					38		%	-	40		%
Net income (loss)	$	(5	)	-	$	1		4	3	(4	)	$	(2	)	-	$	4
Income (loss) per diluted common share	$	(0.14	)	-	$	0.02						$	(0.05	)	-	$	0.09
Weighted average number of shares	39				40							39				40

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Adjusted EBITDA

(in millions)

(unaudited)

Guidance for the three months ended June 30, 2017
GAAP Net income (loss)	$	(5	)	-	$	1
Share-based compensation	4			-	4
Amortization	3			-	3
Restructuring	2			-	2
Acquisition related	2			-	2
Interest expense, net	4			-	4
Depreciation	3			-	3
Income tax expense (benefit)	(9		)	-	(9		)
Adjusted EBITDA	$	4		-	$	10

Note:  Amounts may not calculate precisely due to rounding.

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

EX-99.2

Exhibit 99.2

Q1 2017 Conference Call Veeco Instruments Inc. May 4, 2017

Cautionary Statements Forward-looking Statements This written communication contains forward-looking statements that involve risks and uncertainties concerning the proposed acquisition by Veeco Instruments Inc. (“Veeco” or the “Company”) of Ultratech, Inc. (“Ultratech”), Ultratech’s and the Company’s expected financial performance, as well as Ultratech’s and the Company’s 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 Securities and Exchange Commission (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.

Cautionary Statements Additional Information and Where to Find It In connection with the proposed acquisition of Ultratech by Veeco pursuant to the Agreement and Plan of Merger by and among Ultratech, Veeco and Ulysses Acquisition Subsidiary Corp., Veeco filed with the SEC a Registration Statement on Form S-4 on April 24, 2017, which contains a proxy statement of Ultratech and a prospectus of Veeco, which proxy statement/prospectus was mailed or otherwise disseminated to Ultratech’s stockholders on April 24, 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 SEC’s Internet site (www.sec.gov). Copies of these documents may also be obtained for free from the companies’ web sites at www.Veeco.com or www.Ultratech.com. 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 Veeco’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on February 22, 2017, and its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March 17, 2017. Information about Ultratech’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on March 1, 2017, and the amendment to its Annual Report on Form 10-K/A, which was filed with the SEC on April 20, 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.

CEO Introduction John Peeler

Note: A reconciliation of GAAP to Non-GAAP financial measures may be found in Back-up & Reconciliation Tables 9¢ Non-GAAP EPS $94M Revenue Q1 2017 Highlights Bookings were >$100M for a third consecutive quarter; building backlog Revenues were better than seasonal average; flat Q/Q and up ~21% Y/Y Non-GAAP earnings were above the guidance midpoint Continued to generate positive cash flow from operations Announced strategic acquisition of Ultratech to build scale and diversify revenue $107M Bookings Q1 Results $6M Cash Flow from Operations

CFO Financial Review Sam Maheshwari

Q1 2017 Revenue Breakdown by End Market and Geography Solid LED demand supported above seasonal revenues Lighting, Display & Power Electronics increased by ~39% Q/Q, supported by MOCVD and PSP sales from multiple LED manufacturers Q1 2017 Revenue by End Market Q1 2017 Revenue by Geography Note: Amounts may not calculate precisely due to rounding 12% Advanced Packaging, MEMS & RF 14% Data Storage 58% Lighting, Display & Power Electronics $94M $29M Foundational Businesses 16% Rest of World 43% China 23% EMEA 18% United States 16% Scientific & Industrial Ongoing LED demand supported growth in business from China

P&L Highlights ($M) Q4 16 Q1 17 Q4 16 Q1 17 Revenue $93.6 $94.4 $93.6 $94.4 Gross Profit 36.0 34.2 36.7 34.9 % 38.5% 36.2% 39.2% 37.0% R&D 17.5 15.0 17.2 14.6 SG&A & Other 18.8 20.4 15.7 15.9 Net Income (5.0) 1.1 3.8 3.6 EPS ($0.13) $0.03 $0.09 $0.09 Adjusted EBITDA 6.2 7.3 % 6.6% 7.7% GAAP Non-GAAP Note: Amounts may not calculate precisely due to rounding A reconciliation of GAAP to Non-GAAP financial measures is contained in the Back Up & Reconciliation Tables Gross margins reflect the temporary impacts of our consolidation efforts and a less favorable mix Net income includes pre-tax interest expense from our 2023 Convertible Notes; Impacts Q1 GAAP EPS by ~$0.10, and Q1 non-GAAP EPS by ~$0.05

($M) Q4 16 Q1 17 Cash & Short-term Investments 344 682 Accounts Receivable 58 51 Inventories 77 65 Accounts Payable 23 31 Long-term Debt 0.8 268 Cash Flow from Operations 0.4 6.3 Financial Highlights DSO 56 49 DOI 134 107 DPO 36 47 Note: Amounts may not calculate precisely due to rounding Cash balance increased by $2M, excluding net proceeds from Convertible Notes of ~$336M Improvement across key balance sheet metrics: DSO, DOI and DPO

Q2 2017 Guidance Revenue $85M–$100M $85M–$100M Gross Margins 37%–39% 38%–40% Net Income (Loss) ($5M)–$1M ($2M)–$4M Earnings Per Share ($0.14)–$0.02 ($0.05)–$0.09 Adjusted EBITDA $4M–$10M Non-GAAP GAAP Note: A reconciliation of GAAP to Non-GAAP financial measures is contained in the Back Up & Reconciliation Tables

Business Update & Outlook

Healthy demand for LCD panels Sharp image quality even at close distances driving wide-spread adoption (stadiums, lobbies, retail...) MOCVD utilization rates have continued to inch higher Positive LED Industry Trends Larger sized TVs are key demand driver; require more LEDs to backlight Average panel size is growing; expected to increase by 7% in 2017 Fine-pitch Signage adoption continues; positive for LED and MOCVD demand Source: IHS

Veeco MOCVD – Executing A Winning Roadmap New Product Coming Soon Focused on Sustaining Our Competitive Advantage 20% K465i 14 System Capacity 4” Wafers 56 EPIK 62 Footprint Efficiency K465i MaxBright EPIK 1x 1.8x 3.0x Cost of Ownership Relative to K465i K465i MaxBright EPIK 20% Reduction from K465i 40% Reduction from K465i K465i MaxBright EPIK 700 MaxBright

Veeco PSP – Forming a Winning Combination The right combination to cost effectively address customers’ wet processing challenges Hardware flexibility Trusted service & support Process expertise Global sales presence

Ultratech Acquisition - Update Based on interaction with customers, employees and shareholders Both teams are heavily engaged and working closely together Preparing to hit the ground running on Day 1 Accelerates growth potential in Advanced Packaging Expected to increase scale and diversify revenue Reaction has been positive across all constituencies Platform to deliver enhanced shareholder value Integration planning is well underway (1) The acquisition is expected to close in Q2 2017, subject to the approval of Ultratech’s stockholders Received necessary regulatory approvals Ultratech shareholder meeting scheduled for May 25 Acquisition expected to close in late May 2017(1)

Summary Expecting meaningful top and bottom line growth in 2H’17 Building backlog with a disproportionate amount shipping in 2H Completing consolidation efforts to drive operational leverage Positioning Veeco for future growth Executing MOCVD roadmap to maintain our competitive advantage Leveraging PSP’s winning combination to expand positions Accelerating scale & growth opportunities through Ultratech combination

Q&A

Back Up & Reconciliation Tables

Note On Reconciliation Tables These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation. These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors' operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Supplemental Information—GAAP to Non-GAAP Reconciliation US$ millions Q4 16 Q1 17 Net Sales $93.6 $94.4 GAAP Gross Profit 36.0 34.2 GAAP Gross Margin 38.5% 36.2% Add: Share-Based Comp 0.3 0.7 Add: Accelerated Depreciation 0.4 0.1 Non-GAAP Gross Profit $36.7 $34.9 Non-GAAP Gross Margin 39.2% 37.0% US$ millions Q4 16 Q1 17 GAAP Net Income (Loss) ($5.0) $1.1 Add: Share-Based Comp 3.6 4.2 Add: Acquisition Related 0.1 1.4 Add: Restructuring 1.6 1.3 Add: Amortization 3.4 2.9 Add: Asset Impairment (0.1) 0.5 Add: Interest (Income) Expense (0.3) 3.3 Add: Accelerated Depreciation 0.4 0.1 Add: ALD Liquidation (0.4) - Add: Depreciation 2.8 2.8 Add: Taxes 0.1 (10.3) Adjusted EBITDA $6.2 $7.3 US$ millions, except per share data Q4 16 Q1 17 GAAP Basic EPS (0.13) 0.03 GAAP Diluted EPS (0.13) 0.03 GAAP Net Income (Loss) (5.0) 1.1 Add: Share-Based Comp 3.6 4.2 Add: Acquisition Related 0.1 1.4 Add: Restructuring 1.6 1.3 Add: Amortization 3.4 2.9 Add: Asset Impairment (0.1) 0.5 Add: Accelerated Depreciation 0.4 0.1 Add: ALD Liquidation (0.4) - Add: Non-Cash Interest Expense - 2.2 Add: Tax Adjustment from GAAP to Non-GAAP 0.3 (9.9) Non-GAAP Net Income (Loss) 3.8 3.6 Non-GAAP Basic EPS 0.09 0.09 Non-GAAP Diluted EPS 0.09 0.09 Note: Amounts may not calculate precisely due to rounding

Q1 2017 GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $94.4 $94.4 Gross Profit 34.2 0.7 0.1 34.9 Gross Margin 36.2% 37.0 % Research and Development 15.0 (0.4) 14.6 Selling, General, and Administrative and Other 20.4 (3.1) (1.4) 15.9 Net Income (Loss) $1.1 4.2 2.9 (4.5) $3.6 Income (Loss) Per Common Share: Basic $0.03 $0.09 Diluted 0.03 0.09 Weighted Average Number of Shares: Basic 39.6 39.6 Diluted 40.1 40.1 Other Non-GAAP Adjustments Asset Impairment 0.5 Restructuring 1.3 Acquisition Related 1.4 Accelerated Depreciation 0.1 Non-cash Interest Expense 2.2 Non-GAAP Tax Adjustment (9.9) Total Other (4.5) Note: Amounts may not calculate precisely due to rounding

Q2 2017 Guidance GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $85–$100 $85–$100 Gross Profit 32–39 1 — — 33–40 Gross Margin 37%–39% 38%–40% Net Income (Loss) ($5)–$1 4 3 (4) ($2)–$4 Income (Loss) per Diluted Share ($0.14)–$0.02 ($0.05)–$0.09 GAAP Net Income (Loss) ($5)–$1 Share-Based Compensation 4 Amortization 3 Restructuring 2 Acquisition related expense 2 Interest Income (Expense) 4 Depreciation 3 Income Tax Expense (Benefit) (9) Adjusted EBITDA $4–$10 Non-GAAP Adjustments Note: Amounts may not calculate precisely due to rounding