SUBSEQUENT EVENT	12 Months Ended
Jan. 02, 2016
SUBSEQUENT EVENT
SUBSEQUENT EVENT	NOTE 16SUBSEQUENT EVENT On February 22, 2016, the Company entered into an agreement and plan of merger (Merger Agreement) with MKS and its wholly owned subsidiary, PSI Equipment, Inc. (Merger Sub), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of MKS (the Merger), subject to the terms and conditions of the Merger Agreement. The completion of the Merger is subject to customary closing conditions, including the adoption and approval of the Merger Agreement by an affirmative vote of the holders of at least a majority of the outstanding shares of the Company’s common stock, and the receipt of certain regulatory approvals, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended, and certain foreign antitrust approvals. The Company expects that the Merger will be completed during the second quarter of 2016, subject to the satisfaction of all closing conditions. If the Merger is consummated, (i) each share of the Company’s common stock that is issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $23.00 in cash, without interest; (ii) each restricted stock unit that is outstanding immediately prior to the effective time of the Merger and as to which shares have not been fully distributed in connection with the closing of the Merger will be assumed by MKS and converted into a restricted stock unit of MKS having an equivalent value based on the consideration paid by MKS in connection with the Merger; and (iii) each stock appreciation right that is outstanding immediately prior to the effective time of the Merger will be assumed by MKS and converted into a stock appreciation right of MKS having an equivalent value based on the consideration paid by MKS in connection with the Merger, on the terms and subject to the conditions set forth in the Merger Agreement. All assumed and converted restricted stock units and stock appreciation rights will continue to be subject to the same terms and conditions (including vesting schedule) as in effect immediately prior to the Merger. Pursuant to the Merger Agreement, the Company is subject to certain restrictions on its business activities, including limits on capital expenditures above a specified level, the making of loans and investments in third parties, and the incurrence of indebtedness, all of which apply during the period from February 22, 2016 through the consummation of the Merger. Prior to the receipt of approval of the Merger Agreement by the Company’s stockholders, the Company may terminate the Merger Agreement to enter into an agreement relating to an alternative acquisition proposal from a third party if the Company’s Board of Directors determines that such proposal is more favorable from a financial point of view to the Company’s stockholders as compared with the Merger, provided, among other things, that the Company complies in all material respects with certain obligations in the Merger Agreement and pays MKS a termination fee of $32.6 million. The Company is obligated to pay such termination fee in the event of termination of the Merger Agreement under certain other circumstances, as set forth in the Merger Agreement. In connection with the Merger Agreement, each of the Company’s directors and executive officers executed a stockholder agreement with MKS (Stockholder Agreements). Each Stockholder Agreement (i) requires the applicable stockholder to vote such stockholder’s shares in favor of (and to grant a proxy to MKS to vote in favor of) adoption and approval of the Merger Agreement and to vote against the approval or adoption of any alternative acquisition proposal, and (ii) prohibits the applicable stockholder from transferring such stockholder’s shares, each subject to the exceptions described in the Stockholder Agreement. The Stockholder Agreements will terminate upon the effective time or the earlier termination of the Merger Agreement.

NOTE 16SUBSEQUENT EVENT

On February 22, 2016, the Company entered into an agreement and plan of merger (Merger Agreement) with MKS and its wholly owned subsidiary, PSI Equipment, Inc. (Merger Sub), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of MKS (the Merger), subject to the terms and conditions of the Merger Agreement. The completion of the Merger is subject to customary closing conditions, including the adoption and approval of the Merger Agreement by an affirmative vote of the holders of at least a majority of the outstanding shares of the Company’s common stock, and the receipt of certain regulatory approvals, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended, and certain foreign antitrust approvals. The Company expects that the Merger will be completed during the second quarter of 2016, subject to the satisfaction of all closing conditions.

If the Merger is consummated, (i) each share of the Company’s common stock that is issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive $23.00 in cash, without interest; (ii) each restricted stock unit that is outstanding immediately prior to the effective time of the Merger and as to which shares have not been fully distributed in connection with the closing of the Merger will be assumed by MKS and converted into a restricted stock unit of MKS having an equivalent value based on the consideration paid by MKS in connection with the Merger; and (iii) each stock appreciation right that is outstanding immediately prior to the effective time of the Merger will be assumed by MKS and converted into a stock appreciation right of MKS having an equivalent value based on the consideration paid by MKS in connection with the Merger, on the terms and subject to the conditions set forth in the Merger Agreement. All assumed and converted restricted stock units and stock appreciation rights will continue to be subject to the same terms and conditions (including vesting schedule) as in effect immediately prior to the Merger.

Pursuant to the Merger Agreement, the Company is subject to certain restrictions on its business activities, including limits on capital expenditures above a specified level, the making of loans and investments in third parties, and the incurrence of indebtedness, all of which apply during the period from February 22, 2016 through the consummation of the Merger. Prior to the receipt of approval of the Merger Agreement by the Company’s stockholders, the Company may terminate the Merger Agreement to enter into an agreement relating to an alternative acquisition proposal from a third party if the Company’s Board of Directors determines that such proposal is more favorable from a financial point of view to the Company’s stockholders as compared with the Merger, provided, among other things, that the Company complies in all material respects with certain obligations in the Merger Agreement and pays MKS a termination fee of $32.6 million. The Company is obligated to pay such termination fee in the event of termination of the Merger Agreement under certain other circumstances, as set forth in the Merger Agreement.

In connection with the Merger Agreement, each of the Company’s directors and executive officers executed a stockholder agreement with MKS (Stockholder Agreements). Each Stockholder Agreement (i) requires the applicable stockholder to vote such stockholder’s shares in favor of (and to grant a proxy to MKS to vote in favor of) adoption and approval of the Merger Agreement and to vote against the approval or adoption of any alternative acquisition proposal, and (ii) prohibits the applicable stockholder from transferring such stockholder’s shares, each subject to the exceptions described in the Stockholder Agreement. The Stockholder Agreements will terminate upon the effective time or the earlier termination of the Merger Agreement.