-----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, Q8yyGnW6LCLjJWQWJd4Km1keBmUQHgKIvordT5eeS2mKvkItdw/ZJX2hmv3UMAFA 3cpvaUCgGd/nrFqHn5yOPA== 0000891836-97-000151.txt : 19970304 0000891836-97-000151.hdr.sgml : 19970304 ACCESSION NUMBER: 0000891836-97-000151 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970221 FILED AS OF DATE: 19970303 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FEI CO CENTRAL INDEX KEY: 0000914329 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 930621989 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22780 FILM NUMBER: 97549330 BUSINESS ADDRESS: STREET 1: 7451 NE EVERGREEN PWY CITY: HILLSBORO STATE: OR ZIP: 97124-5830 BUSINESS PHONE: 5036901500 MAIL ADDRESS: STREET 1: 7451 NE EVERGREEN PARKWAY CITY: HILLSBORO STATE: OR ZIP: 97124 COMPANY DATA: COMPANY CONFORMED NAME: PHILIPS ELECTRONICS N V CENTRAL INDEX KEY: 0000313216 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] OWNER STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 BUSINESS ADDRESS: STREET 1: GROENEVOUDSEWEG 1 STREET 2: 5621 BA EINDHOVEN CITY: THE NETHERLANDS STATE: P7 BUSINESS PHONE: 0113140791111 MAIL ADDRESS: STREET 1: SULLIVAN & CROMWELL 125 BROAD ST STREET 2: C/O W LOEBER LANDAU CITY: NEW YORK STATE: NY ZIP: 10004 3 1 FORM 3 (2) FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES OMB Number 3235-0104 Expires: April 30, 1997 Estimated average burden hours per response ......0.5 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 1. Name and Address of Reporting Person Philips Electronics N.V. (Last) (First) (Middle) Groenewoudseweg 1 (Street) 5621 BA, Eindhoven, The Netherlands (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) February 21, 1997 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Issuer Name and Ticker or Trading Symbol FEI Company (FEIC) 5. Relationship of Reporting Person to Issuer (Check all applicable) ____ Director /X/ 10% Owner ____ Officer (give title below) ____ Other (specify below) ____________________________________________________________ 6. If Amendment, Date of Original (Month/Day/Year) FORM 3 (continued) TABLE I -- Non-Derivative Securities Beneficially owned
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect (Instr. 4) Benefficially Owned Direct (D) or Beneficial Ownership (Instr. 4) Indirect (I) (Instr. 5) (Instr. 5) Common Stock 9,728,807 I By Philips Industrial Electronics International B.V.
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Print or Type Responses) (Over) SEC 1473 (3/91) FORM 3 (continued) TABLE II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Date Exercisable 3. Title and Amount 4. Conversion or 5. Ownership 6. Nature of Derivative and Expiration of Securities Exercise Price Form of Indirect Security Date (Month/Day/ Underlying of Derivative Derivative Beneficial (Instr. 4) Year) Derivative Security Security: Ownership Security Direct (D) or (Instr. 5) Indirect (I) (Instr. 5) Date Expira- Amount or Exer- tion Title Number of cisable Date Shares Right to be 2/21/97 N.A. Common 1,576,826 None I By Philips issued Common Stock Industrial Stock Electronics International B.V.
Explanation of Reponses: Pursuant to the Combination Agreement, dated November 15, 1996 (the "Combination Agreement"), between Philips Industrial Electronics International B.V. ("PIE") and FEI Company, PIE was issued 9,728,807 shares of Common Stock at the closing (the "Closing") of the Combination Agreement on February 21, 1997 and may be issued without additional consideration up to 1,576,826 additional shares of Common Stock (the "Additional Shares") from time to time in the future in accordance with the terms and conditions of the Combination Agreement. Such Additional Shares are issuable to PIE upon the exercise, subsequent to Closing, by other persons of options outstanding as of Closing to purchase shares of Common Stock. In accordance with Rule 13d-3 under the Securities and Exchange Act of 1934, as amended, PIE may be deemed to have beneficial ownership of these Additional Shares of Common Stock. By virtue of the fact that PIE is a wholly owned subsidiary of Philips Electronics N.V., Philips Electronics N.V. may be deemed to beneficially own the shares of Common Stock beneficially owned by PIE. **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/ Arie Westerlaken March 3, 1997 ---------------------------------- Date **Philips Electronics N.V. By: Arie Westerlaken Title: General Secretary Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure. Page 2 SEC 1473 (3/91) FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES OMB Number 3235-0104 Expires: April 30, 1997 Estimated average burden hours per response ......0.5 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 1. Name and Address of Reporting Person Philips Industrial Electronics International B.V. (Last) (First) (Middle) Zwaanstraat 1 (Street) 5651 CA, Eindhoven, The Netherlands (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) February 21, 1997 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Issuer Name and Ticker or Trading Symbol FEI Company (FEIC) 5. Relationship of Reporting Person to Issuer (Check all applicable) ____ Director /X/ 10% Owner ____ Officer (give title below) ____ Other (specify below) ____________________________________________________________ 6. If Amendment, Date of Original (Month/Day/Year) FORM 3 (continued) TABLE I -- Non-Derivative Securities Beneficially owned
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect (Instr. 4) Benefficially Owned Direct (D) or Beneficial Ownership (Instr. 4) Indirect (I) (Instr. 5) (Instr. 5) Common Stock 9,728,807 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Print or Type Responses) (Over) SEC 1473 (3/91) FORM 3 (continued) TABLE II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of 2. Date Exercisable 3. Title and Amount 4. Conversion or 5. Ownership 6. Nature of Derivative and Expiration of Securities Exercise Price Form of Indirect Security Date (Month/Day/ Underlying of Derivative Derivative Beneficial (Instr. 4) Year) Derivative Security Security: Ownership Security Direct (D) or (Instr. 5) Indirect (I) (Instr. 5) Date Expira- Amount or Exer- tion Title Number of cisable Date Shares Right to be 2/21/97 N.A. Common 1,576,826 None D issued Common Stock
Explanation of Reponses: Pursuant to the Combination Agreement, dated November 15, 1996 (the "Combination Agreement"), between Philips Industrial Electronics International B.V. ("PIE") and FEI Company, PIE was issued 9,728,807 shares of Common Stock at the closing (the "Closing") of the Combination Agreement on February 21, 1997 and may be issued without additional consideration up to 1,576,826 additional shares of Common Stock (the "Additional Shares") from time to time in the future in accordance with the terms and conditions of the Combination Agreement. Such Additional Shares are issuable to PIE upon the exercise, subsequent to Closing, by other persons of options outstanding as of Closing to purchase shares of Common Stock. In accordance with Rule 13d-3 under the Securities and Exchange Act of 1934, as amended, PIE may be deemed to have beneficial ownership of these Additional Shares of Common Stock. **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/ Theo Sonnemanns March 3, 1997 ----------------------------------- Date **Philips Industrial Electronics International B.V. By: Theo Sonnemanns Title: CFO and Vice President Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure. Page 2 SEC 1473 (3/91) -----END PRIVACY-ENHANCED MESSAGE-----