-----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, VgeU661Q6k2K1GCT1xRa4bRrGQi4RnIfdQzCD1456OaFd3HW1bvxprkYv86Xgg6i V5jTvYRxmSjrMGehYvX3SA== 0000912057-97-014224.txt : 19970429 0000912057-97-014224.hdr.sgml : 19970429 ACCESSION NUMBER: 0000912057-97-014224 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970423 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970428 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENCOR INSTRUMENTS CENTRAL INDEX KEY: 0000711808 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 942464767 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20007 FILM NUMBER: 97588016 BUSINESS ADDRESS: STREET 1: 3333 OCTAVIUS STREET CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4159696784 MAIL ADDRESS: STREET 1: 3333 OCTAVIUS STREET CITY: SANTA CLARA STATE: CA ZIP: 95054 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 23, 1997 ---------------------- Tencor Instruments - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 0-20007 94-2464767 ---------------------------------- -------------- ---------------------- (State or other jurisdiction of (Commission (IRS Employer Incorporation or organization) File Number) Identification Number) One Technology Drive Milpitas, California 95035 ----------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone no., including area code: (408) 970-9500 -------------- (Former name or former address, if changed since last report) Item 5. OTHER EVENTS On April 23, 1997, Tencor Instruments, a California corporation ("Tencor") announced operating results for the quarter ended March 31, 1997. A copy of the press release issued by Tencor regarding its first quarter operating results is filed herewith as Exhibit 99.1 and is incorporated by reference herein. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release dated April 23, 1997. -2- SIGNATURE 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. TENCOR INSTRUMENTS Date: April 25, 1997 By: /S/ FREDERICK A. BALL -------------------------- Frederick A. Ball Vice President, Controller & Secretary -3- EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Bruce Wright (investment community) (408) 571-3000 x7050 Roberta Emerson (media) (408) 571-3000 x7037 TENCOR INSTRUMENTS REPORTS FIRST QUARTER OPERATING RESULTS Milpitas, Calif. -- April 23, 1997 -- Tencor Instruments (Nasdaq:TNCR) today announced operating results for the first quarter ended March 31, 1997. Net income for the quarter was $13.3 million compared with $20.3 million a year ago. Revenues were $94.6 million compared with $106.3 million for the first quarter last year, which was during the peak of the semiconductor equipment industry cycle. Earnings per share were 41 cents, compared with 64 cents in the same quarter last year. However, net income increased 3.1 percent and revenues rose 4.5 percent from the quarter ended December 31, 1996. "During the first quarter, we continued to see an improvement in bookings, rising from the low point we saw in the third quarter of last year," noted Jon D. Tompkins, chairman, president and chief executive officer. "Bookings increased 46 percent to $107 million from the prior quarter, due in part to record orders for the Surfscan AIT and Surfscan SP1, our flagship wafer inspection systems. This increase in bookings raised book-to-bill for the quarter to 1.14-to-1 and grew backlog to $145 million." "In January we added to our line of products for the data storage industry, introducing the Tencor HRP-100, a high resolution surface profiler which was specifically designed for use in the manufacture of disk drives and thin film heads," said Tompkins. Revenues from outside the United States represented 63 percent of total revenues during the March 1997 quarter, comparable with the 64 percent reached in the March quarter one year ago. _____________________________________________________________________________ |Except for statements of historical fact, the statements in this press | |release are forward-looking statements. Such statements are subject to a | |number of risks and uncertainties that could cause actual results to differ | |materially from the statements made. These factors include semiconductor | |industry cycles, risks associated with the acceptance of new products and | |with fluctuations in international sales, as well as other factors detailed | |in the company's Annual Report on Form 10-K. | |_____________________________________________________________________________| ABOUT TENCOR: Tencor Instruments, founded in 1976, is a recognized leader in the design and manufacture of innovative wafer defect inspection, software-based yield management, thin film measurement and metrology systems used in semiconductor manufacturing and related industries. Corporate headquarters are located in Milpitas, California, with sales and service offices worldwide. In January 1997, Tencor announced a definitive agreement to merge with KLA Instruments (Nasdaq:KLAC). The transaction is expected to close in the June 1997 quarter. Tencor's world wide web site is located at www.tencor.com # # # (FINANCIALS ATTACHED) TENCOR INSTRUMENTS CONSOLIDATED INTERIM STATEMENTS OF INCOME (in thousands, except per share data) (UNAUDITED) Three months ended March 31, 1997 1996 ---- ---- Revenues $94,585 $106,283 Cost of goods sold 41,783 40,847 ------- -------- Gross profit 52,802 65,436 ------- -------- Operating expenses: Research and development 12,390 10,995 Marketing and selling 15,115 16,120 General and administrative 7,068 6,952 ------- -------- Total operating expenses 34,573 34,067 ------- -------- Income from operations 18,229 31,369 Other income, net 2,539 1,293 ------- -------- Income before income taxes 20,768 32,662 Provision for income taxes 7,477 12,411 ------- -------- Net income $13,291 $ 20,251 ------- -------- ------- -------- Net income per share $ 0.41 $ 0.64 Weighted average common shares and equivalents 32,813 31,721 TENCOR INSTRUMENTS CONSOLIDATED INTERIM BALANCE SHEETS (in thousands) (UNAUDITED)
March 31, 1997 December 31, 1996 ASSETS Current assets: Cash and cash equivalents $168,796 $141,407 Short-term investments 62,488 82,370 Accounts receivable, net 97,976 87,623 Inventories 47,427 51,668 Deferred income taxes 19,056 19,056 Prepaid expenses and other assets 7,149 10,165 -------- -------- Total current assets 402,892 392,289 Property and equipment, net 44,071 41,601 Other assets 41,052 50,529 -------- -------- Total assets $488,015 $484,419 -------- -------- -------- -------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank borrowings $ 27,039 $ 28,162 Accounts payable 10,294 11,936 Accrued compensation 21,808 21,496 Other accrued expenses 27,159 33,029 Income taxes payable 25,463 23,428 -------- -------- Total current liabilities 111,763 118,051 -------- -------- Long-term obligations 1,106 1,335 -------- -------- Shareholders' equity: Common stock 155,558 152,756 Retained earnings 213,315 200,024 Accumulated unrealized gain on investments, net 9,043 14,602 Cumulative translation adjustment (2,770) (2,349) -------- -------- Total shareholders' equity 375,146 365,033 -------- -------- Total liabilities and shareholders' equity $488,015 $484,419 -------- -------- -------- --------
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