8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, 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): February 13, 2023

MKS Instruments, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	000-23621	04-2277512
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2 Tech Drive, Suite 201, Andover, Massachusetts	01810
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 978-645-5500

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	MKSI	Nasdaq Global Select Market

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  ☐

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.  ☐

Item 8.01 Other Events.

On February 13, 2023, MKS Instruments, Inc. (the “Company”) issued a press release that included additional information on the ransomware event the Company had previously disclosed in a Current Report on Form 8-K filed on February 6, 2023.

Upon learning of the ransomware event, the Company took immediate action to contain the incident and has initiated the recovery phase. The Company continues to work diligently to restore operations at affected facilities. The ransomware event has had a material impact in the first quarter on the Company’s ability to process orders, ship products and provide service to customers in the Company’s Vacuum Solutions and Photonics Solutions Divisions. The incident has not impacted the operations of the Company’s Materials Solutions Division. The full scope of the costs and related impacts of this incident, including the extent to which the Company’s cybersecurity insurance may offset some of these costs, has not been determined.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit     No.	Exhibit
99.1	Press Release issued by the Company on February 13, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Safe Harbor for Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to the Company’s expectations regarding its ability to restore operations at affected facilities and assess the ransomware event and its impact on the Company. These statements are only predictions based on current assumptions and expectations. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are the ongoing assessment of the cybersecurity incident; legal, reputational and financial risks resulting from the cybersecurity incident or additional cybersecurity incidents; and the other factors described in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the U.S. Securities and Exchange Commission on November 7, 2022, particularly the risks described under the following subheading: “Risks Related to Cybersecurity, Data Privacy and Intellectual Property Protection”. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Current Report on Form 8-K, except as may be required under applicable securities law.

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.

	MKS Instruments, Inc.
	By:	/s/ Kathleen F. Burke
Date: February 13, 2023	Name:	Kathleen F. Burke
	Title:	Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

MKS Reschedules Fourth Quarter and Full Year 2022 Earnings Call to February 28, 2023

Andover, Mass., February 13, 2023 — MKS Instruments, Inc. (NASDAQ: MKSI), a global provider of enabling technologies that transform our world, today reported that due to the ransomware event that was identified on February 3, 2023, the Company now plans to release fourth quarter and full year 2022 financial results after market close on Monday, February 27, 2023 and host a conference call with management on Tuesday, February 28, 2023 at 8:30 a.m. (Eastern Time).

Upon learning of the ransomware event, MKS took immediate action to contain the incident and has initiated the recovery phase. MKS continues to work diligently to restore operations at affected facilities. The ransomware event has had a material impact in the first quarter on the Company’s ability to process orders, ship products and provide service to customers in the Company’s Vacuum Solutions and Photonics Solutions Divisions. The incident has not impacted the operations of the Company’s Materials Solutions Division. The full scope of the costs and related impacts of this incident, including the extent to which the Company’s cybersecurity insurance may offset some of these costs, has not been determined.

By postponing the timing of the release of financial results, the Company expects to be in a better position to address the financial impact of the ransomware event.

A conference call with management will be held on Tuesday, February 28, 2023, at 8:30 a.m. (Eastern Time). A live and archived webcast of the call will be available on the Company’s website at https://investor.mks.com/. To participate in the call by phone, participants should register online by clicking here, where dial in details will be provided. We encourage participants to register and dial in to the conference call at least 15 minutes before the start of the call to ensure a timely connection.

About MKS Instruments

MKS Instruments enables technologies that transform our world. We deliver foundational technology solutions to leading edge semiconductor manufacturing, electronics and packaging, and specialty industrial applications. We apply our broad science and engineering capabilities to create instruments, subsystems, systems, process control solutions and specialty chemicals technology that improve process performance, optimize productivity and enable unique innovations for many of the world’s leading technology and industrial

companies. Our solutions are critical to addressing the challenges of miniaturization and complexity in advanced device manufacturing by enabling increased power, speed and feature enhancement for optimized connectivity. Our solutions are also critical to addressing ever-increasing performance requirements across a wide array of specialty industrial applications.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to the Company’s expectations regarding its ability to restore operations at affected facilities and assess the ransomware incident and its impact on the Company. These statements are only predictions based on current assumptions and expectations. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are the ongoing assessment of the cybersecurity incident; legal, reputational and financial risks resulting from the cybersecurity incident or additional cybersecurity incidents; and the other factors described in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the U.S. Securities and Exchange Commission on November 7, 2022, particularly the risks described under the following subheading: “Risks Related to Cybersecurity, Data Privacy and Intellectual Property Protection”. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release except as may be required under applicable securities law.

###

Investor Relations Contact:

David Ryzhik

Vice President, Investor Relations

Telephone: 978.557.5180

Email: david.ryzhik@mksinst.com

Press Relations Contacts:

Bill Casey

Senior Director, Marketing Communications

Telephone: 630.995.6384

Email: press@mksinst.com

Tom Davies / Jeremy Fielding

Kekst CNC

Emails: tom.davies@kekstcnc.com / jeremy.fielding@kekstcnc.com

XML

Document and Entity Information	Feb. 13, 2023
Cover [Abstract]
Entity Registrant Name	MKS INSTRUMENTS INC
Amendment Flag	false
Entity Central Index Key	0001049502
Document Type	8-K
Document Period End Date	Feb. 13, 2023
Entity Incorporation State Country Code	MA
Entity File Number	000-23621
Entity Tax Identification Number	04-2277512
Entity Address, Address Line One	2 Tech Drive
Entity Address, Address Line Two	Suite 201
Entity Address, City or Town	Andover
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01810
City Area Code	978
Local Phone Number	645-5500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, no par value
Trading Symbol	MKSI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false