SC 13D/A 1 w43383sc13da.txt CERPROBE CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT #2 - FINAL AMENDMENT) Cerprobe Corporation (Name of Company) Common Stock, $0.05 par value (Title of Class of Securities) 156787103 (CUSIP Number) Clifford G. Sprague Senior Vice President and Chief Financial Officer Kulicke and Soffa Industries, Inc. 2101 Blair Mill Road Willow Grove, PA 19090 (215) 784-6000 With a copy to: F. Douglas Raymond Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Streets Philadelphia, PA 19103-6996 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. 2 CUSIP No. 156787103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kulicke and Soffa Industries, Inc. 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Pennsylvania Number of 7. Sole Voting Power 1,000 Shares Beneficially 8. Shared Voting Power -0- Owned by Each 9. Sole Dispositive Power 1,000 Reporting Person With 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 100% 14. Type of Reporting Person CO -2- 3 This Amendment No. 2, the final amendment, amends and supplements the Schedule 13D (as amended and supplemented the "Schedule 13D") originally filed with the Securities and Exchange Commission on October 23, 2000 by Kulicke and Soffa Industries, Inc., a Pennsylvania corporation ("K&S"), and Cardinal Merger Sub., Inc., a Delaware corporation and a wholly-owned subsidiary of K&S ("Merger Sub"), relating to (i) the Agreement and Plan of Merger, dated as of October 11, 2000 (the "Merger Agreement"), by and among K&S, Merger Sub and Cerprobe Corporation, a Delaware corporation (the "Company"), (ii) those certain Affiliate Tender Agreements (collectively, the "Affiliate Tender Agreements") by and between K&S and certain stockholders of the Company who are affiliates of the Company (the "Stockholders"), and (iii) the Stock Option Agreement, dated as of October 11, 2000 (the "Stock Option Agreement"), by and between K&S and the Company. The Merger Agreement provides for, among other things, the (1) offer by Merger Sub to purchase all of the outstanding shares of common stock, par value $0.05 per share, together with the associated rights to purchase Series A Junior Participating Preferred Stock (the "Rights" and collectively with the Common Stock, the "Shares") of the Company at a price of $20.00 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 25, 2000 and in the related Letter of Transmittal (which, as they may be amended and supplemented from time to time, together constitute the "Offer"), and (2) the subsequent merger of Merger Sub with and into the Company (the "Merger"). The Affiliate Tender Agreements provide for, among other things, the tender by each Stockholder into the Offer of all of the Shares beneficially owned by such Stockholder or certain affiliates of such Stockholder. Under the Stock Option Agreement, upon the occurrence of certain triggering events, the Company granted K&S an irrevocable option to purchase from the Company up to 19.9% of the number of Shares outstanding on October 11, 2000 (subject to certain adjustments) at an initial exercise price of $20.00. The Schedule 13D is hereby amended and supplemented as follows: ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. On November 30, 2000, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company being the Surviving Corporation, in accordance with the relevant provisions of the Delaware Business Corporation Law (the "Merger"). Upon the consummation of the Merger, each outstanding share of Common Stock (other than shares of Common Stock (i) held in the treasury of the Company or owned by any of its subsidiaries, (ii) owned by K&S or any of its subsidiaries and (iii) held by stockholders who properly perfect their appraisal rights) has been converted into the right to receive $20.00 per share in cash. At the effective time of the merger, the Shares owned by Purchaser were cancelled and the 1,000 issued and outstanding shares of common stock, par value $.01 per share, of Merger Sub were converted into 1,000 shares of common stock of the surviving corporation. Accordingly, K&S owns 100% of the outstanding shares of common stock of the surviving corporation. The surviving corporation has delisted and deregistered the shares of the surviving corporation. -3- 4 ITEM 7. MATERIAL FILED AS EXHIBITS. Exhibit 1 - Name, Business, Address and Present Principal Occupation of Each Executive Officer and Director of K&S and Merger Sub.* Exhibit 2 - Agreement and Plan of Merger dated as of October 11, 2000 by and among K&S, Merger Sub, and Company.* Exhibit 3 - Stock Option Agreement, dated October 11, 2000, by and among K&S and Company.* Exhibit 4 - Form of Affiliate Tender Agreement, dated as of October 11, 2000, between K&S and Stockholders.* Exhibit 5 - Joint Filing Agreement, dated as of November 30, 2000, by and among K&S and Merger Sub.* Exhibit 6 - Amended and Restated Loan Agreement between K&S and PNC Bank, N.A., dated March 26, 1998, filed as Exhibit 10(a) to K&S's quarterly report on Form 10-Q for the quarterly period ended March 31, 1998, and incorporated herein by reference.* * Previously filed. -4- 5 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated December 8, 2000 KULICKE AND SOFFA INDUSTRIES, INC. By: /s/ Clifford G. Sprague ------------------------------ Name: Clifford G. Sprague Title: Chief Financial Officer -5- 6 Index to Exhibits Exhibit 1 - Executive Officers and Directors of the Reporting Persons* Exhibit 2 - Agreement and Plan of Merger * Exhibit 3 - Stock Option Agreement* Exhibit 4 - Form of Affiliate Tender Agreement* Exhibit 5 - Joint Filing Agreement, dated as of November 30, 2000, by and among the K&S and Merger Sub* Exhibit 6 - Amended and Restated Loan Agreement between K&S and PNC Bank, N.A., dated March 26, 1998, filed as Exhibit 10(a) to K&S's quarterly report on Form 10-Q for the quarterly period ended March 31, 1998, and incorporated herein by reference.* * Previously filed. -6-