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):
April 9, 2013
GSI GROUP INC.
(Exact name of registrant as specified in its charter)
| New Brunswick, Canada | 001-35083 | 98-0110412 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 125 Middlesex Turnpike Bedford, Massachusetts |
01730 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (781) 266-5700
N/A
(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):
| ¨ | 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)) |
| Item 7.01 | Regulation FD Disclosure. |
On April 10, 2013, GSI Group Inc., a New Brunswick, Canada corporation, (“GSI”) and Electro Scientific Industries, Inc., an Oregon corporation (“Buyer”) jointly issued a press release announcing the transaction described in Item 8.01 below. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in Exhibit 99.1 is furnished under this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing thereunder or under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On April 9, 2013, GSI, GSI Group Corporation, a Michigan corporation (“GSI Michigan”), GSI Group Corporation, Korea Branch (“GSI Korea”), GSI Group Corporation, Taiwan branch (“GSI Taiwan”), GSI Group Japan Corporation (“GSI Japan”), GSI Group GmbH (“GSI Germany” and, together with GSI, GSI Michigan, GSI Korea, GSI Taiwan and GSI Japan, “Sellers”), and Buyer entered into a Master Purchase and Sale Agreement (the “Purchase Agreement”), pursuant to which Buyer has agreed to acquire the assets of Sellers (the “Acquired Assets”) that are used primarily in the conduct of the Sellers’ business of manufacturing, supplying and servicing (i) automated laser-based repair and trimming systems for process control and yield improvement, (ii) automated laser-based marking systems, and (iii) automated laser-based flat panel display repair systems, in each case targeting the global semiconductor and electronics markets and marketed and sold under the GSI brand (the “Asset Sale”). The purchase price is $8.0 million in cash, subject to certain closing working capital adjustments.
The consummation of the Asset Sale is subject to a number of customary conditions for a transaction of this nature, including, but not limited to, the parties obtaining certain consents from third parties.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Joint Press Release of GSI Group Inc. and Electro Scientific Industries, Inc., dated as of April 10, 2013, announcing entry into the Purchase Agreement. |
Forward Looking Statements
Information set forth in this Current Report on Form 8–K contains forward-looking statements that involve numerous risks and uncertainties. The statements contained in this communication that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934 including, without limitation, statements regarding the potential consummation of the Asset Sale subject to the terms and conditions set forth in the Purchase Agreement. All forward-looking statements included in this communication are based on information available to GSI on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on GSI’s results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Undue reliance should not be placed on any forward-looking statements, which speak only as of the date made. Neither GSI nor any other person can assume responsibility for the accuracy and completeness of forward looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond GSI’s control, including the failure to satisfy the conditions to closing the Asset Sale. GSI undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information please refer to GSI’s most recent Form 10–K, 10–Q and 8–K reports filed with the SEC.
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.
| GSI Group Inc. (Registrant) | ||||||
| Date: April 10, 2013 | By: | /s/ Robert J. Buckley | ||||
| Robert J. Buckley | ||||||
| Chief Financial Officer | ||||||
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EXHIBIT INDEX
| Exhibit No. |
Exhibit Description | |
| 99.1 | Joint Press Release of GSI Group Inc. and Electro Scientific Industries, Inc., dated as of April 10, 2013, announcing entry into the Purchase Agreement. | |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
April 10, 2013
ESI Acquires Semiconductor Systems Business of GSI Group
PORTLAND, Ore.—(BUSINESS WIRE)—Electro Scientific Industries, Inc. (NASDAQ: ESIO), a leading supplier of innovative laser-based manufacturing solutions for smart consumer electronics and other microtechnology industries, today announced it had signed a definitive agreement to acquire the Semiconductor Systems business of GSI Group, Inc. (NASDAQ: GSIG), a global leader and supplier of precision photonics, laser-based solutions and precision motion devices to the medical, industrial, scientific, and electronics markets. Based in Bedford, Massachusetts, the Semiconductor Systems business provides industry-leading products in laser marking and trimming of semiconductor wafers and hybrid circuits. The parties expect the transaction to close within thirty days.
The acquisition brings together two of the preeminent providers of laser manufacturing systems serving the semiconductor industry. With decades of experience, both ESI and Semiconductor Systems are technological leaders in laser-based wafer processing. The Semiconductor Systems’ wafer marking products are positioned to capitalize on the industry-wide transition to 450 millimeter wafer diameters and are complementary to ESI’s commitment to enabling 3D semiconductor packaging.
This acquisition will add approximately $20-30 million of annual revenue to ESI. It is expected to add $0.05 to $0.10 to non-GAAP earnings per share in the first year.
“The GSI Semiconductor Systems business is an excellent operational fit with ESI. The business brings a strong technical team, broadens our revenue base with our semi customers, and strengthens our Semiconductor Division,” stated Nick Konidaris, CEO of ESI. “With complementary capabilities but almost no product overlap, this acquisition broadens our product portfolio and allows ESI to provide a more complete set of laser-based manufacturing solutions to our semiconductor customers.”
“We are pleased to complete this transaction, which ultimately enables GSI to focus our growth investments on our OEM component businesses,” said John Roush, CEO of GSI. “We believe this outcome is the best result for customers, employees and shareholders of both companies. The GSI team will work closely with our counterparts at ESI to ensure a smooth transition of ownership of the Semiconductor Systems business.”
About ESI, Inc.
ESI is a leading supplier of innovative, laser-based manufacturing solutions for the microtechnology industry. Our systems enable precise structuring of micron to submicron features in electronic devices,
semiconductors, LEDs and other high-value components. We partner with our customers to make breakthrough technologies possible in the microelectronics, semiconductor and other emerging industries. Founded in 1944, ESI is headquartered in Portland, Ore., with global operations from the Pacific Northwest to the Pacific Rim. More information is available at www.esi.com.
About GSI Inc.
GSI Group Inc. supplies precision photonics, laser-based solutions and precision motion devices to the medical, industrial, scientific, and electronics markets. GSI Group Inc.‘s common shares are quoted on NASDAQ (GSIG). More information about GSI is available on the Company’s website at www.gsig.com. For additional information, please contact GSI Group Inc. Investor Relations at (781) 266-5137 or InvestorRelations@gsig.com.
This press release includes forward-looking statements about the expected timing of closing, our revenue and earnings and the markets we serve. These forward-looking statements are based on information available to us on the date of this release and we assume no obligation to update these forward-looking statements for any reason. Actual results may differ materially from those in the forward-looking statements. Risks and uncertainties that may affect the forward-looking statements include: the risk that the transaction fails to close; the risk that we fail to successfully integrate the SSD business; the risk that the costs of operating the SSD business are greater than anticipated; the risk that revenues generated by the SSD business are lower than anticipated.
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