-----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, QRjMPQty8Ht2DvjFw35q6H6sLmCUOP+X3oGjSmVaj0w3mGYTsVpa8SZwHxaE1+qf rxrRAlfzn3HI9BLm5wqi+w== 0000950134-96-006686.txt : 19961206 0000950134-96-006686.hdr.sgml : 19961206 ACCESSION NUMBER: 0000950134-96-006686 CONFORMED SUBMISSION TYPE: SC 13D CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961205 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SILICON VALLEY GROUP INC CENTRAL INDEX KEY: 0000712752 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942264681 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34987 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 101 METRO DRIVE STREET 2: SUITE 400 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4084675910 MAIL ADDRESS: STREET 1: 101 METRO DRIVE STREET 2: SUITE 400 CITY: SAN JOSE STATE: CA ZIP: 95110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEMATECH INC CENTRAL INDEX KEY: 0000931324 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 770164704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2706 MONTOPOLIS DRIVE CITY: AUSTIN STATE: TX ZIP: 78741 BUSINESS PHONE: 5123563412 MAIL ADDRESS: STREET 1: 2706 MONTOPOLIS DRIVE CITY: AUSTIN STATE: TX ZIP: 78741 SC 13D 1 CONFIRMING COPY OF SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SILICON VALLEY GROUP, INC. -------------------------- (Name of Issuer) Common Stock, $.01 Par Value ------------------------------ (Title of Class of Securities) 827066-10-1 -------------- (CUSIP Number) Eric Georgatos, Esq. Gray Cary Ware & Freidenrich 401 B Street, Suite 1700 San Diego, California 92101 (619) 699-2783 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 30, 1994 ------------------ (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with this statement. [x] Index of schedules located on Page 5 Page 1 of 8 2 CUSIP NO. 827066-10-1 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SEMATECH, INC. IRS No. 77-0164704 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) WC 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE Number of Shares 7. SOLE VOTING POWER Beneficially Owned 1,750,000 by Each Reporting Person With 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,750,000 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,750,000 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% 14. TYPE OF REPORTING PERSON CO Page 2 of 8 3 Item 1. Security and Issuer. This Schedule 13D relates to the purchase by SEMATECH, INC., a Delaware not-for-profit corporation ("SEMATECH") of a warrant to purchase 1,750,000 shares of the Common Stock of Silicon Valley Group, Inc., a Delaware corporation ("SVG"). The principal executive offices of SVG are located at 2240 Ringwood Avenue, San Jose, California 95110. Item 2. Identity and Background. This statement is being filed on behalf of SEMATECH, which maintains its principal business address at 2706 Montopolis Drive, in Austin, Texas 78741-6499. SEMATECH is a not-for-profit membership corporation organized to conduct research and development in advanced semiconductor manufacturing technology (including related processes, materials, equipment, computer software and systems), to test and demonstrate the developed technology, to develop techniques for adapting the manufacturing processes to flexible manufacturing systems for the production of diverse semiconductor products, and to transfer the resulting technology to its members for their use. No single member of SEMATECH controls SEMATECH. The United States Government is not a member of SEMATECH, but provided financial assistance to SEMATECH. The citizenship, business address, and principal occupation of each of the executive officers and directors of SEMATECH are set forth on Schedule A attached hereto and incorporated herein by reference. During the last five years, neither SEMATECH nor, to the knowledge of SEMATECH, any of the persons listed on Schedule A, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither SEMATECH nor, to the knowledge of SEMATECH, any of the persons listed on Schedule A, have been party to a civil proceeding of a judicial or administrative body of competent jurisdiction where the result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On September 30, 1994, SEMATECH purchased for $8.024 million in cash a warrant to acquire 1,750,000 shares of the Common Stock of SVG at an exercise price of $13.625 per share (the "Transaction"). Item 4. Purpose of the Transaction. The purpose of the Transaction is to provide funds which SVG, through its majority-owned subsidiary, SVG Lithography Systems, Inc. ("SVGL"), will use to purchase certain capital equipment and acquire critical engineering and manufacturing personnel resources to accelerate an increase in SVGL's capacity and capability to manufacture, and to continue the research and development of, Micrascan optical exposure tools. In addition to the Transaction, SEMATECH concurrently entered into a Development Agreement with SVG with respect to certain semiconductor manufacturing technology. Pursuant to the Development Agreement, SEMATECH is entitled to certain cash refunds and technology licensing rights upon certain events involving a change of control of SVG or its technology to a third party or third parties not substantially owned and controlled by U.S. citizens. Except as described above, SEMATECH has not formulated any plans or proposals which relate to or would result in any of the items described in paragraphs (a) through (j) of this item. Page 3 of 8 4 Item 5. Interest in Securities of SVG. (a) As of September 30, 1994, SEMATECH had the right to acquire 1,750,000 shares of the Common Stock of SVG pursuant to the exercise of a four year fully exercisable warrant. Such shares, if acquired, would constitute approximately 8.5% of the issued and outstanding shares of the Common Stock of SVG, based upon the most recently available filing by SVG with the Securities and Exchange Commission. (b) SEMATECH has not exercised, and has no immediate plans to exercise, the warrant, and therefore presently has no power to vote any shares of SVG. If and when exercised, SEMATECH, acting through its Board of Directors, will have sole power to direct the vote and to dispose or to direct the disposition of the shares of Common Stock acquired upon exercise. (c) No transactions in the Common Stock of SVG were effected by the Reporting Person within the 60 days prior to the date of the transaction, September 30, 1994. (d) If the warrant were exercised currently, no person other than SEMATECH would have the right to receive or the power to direct the receipt of dividends from the shares of Common Stock thereby acquired, or the right to receive or the power to direct the receipt of the proceeds from the sale of such shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of SVG. None. Item 7. Material to be Filed as Exhibits. Section 7.5 of the Development Agreement referenced in Item 4 is attached as Exhibit A to this Schedule 13D. SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: October 10, 1994 SEMATECH, INC. By: /s/ Robert E. Falstad ----------------------------- Name: Robert E. Falstad ----------------------------- Title: General Counsel and Secretary ----------------------------- Page 4 of 8 5 INDEX OF SCHEDULES Schedule Page -------- ---- A 6 Exhibit Page ------- ---- A 8 Page 5 of 8 6 SCHEDULE A TO SCHEDULE 13D FILED BY SEMATECH, INC. The following table sets forth certain information concerning each of the directors and executive officers of SEMATECH, Inc. as of the date hereof (to the knowledge of SEMATECH, citizenship information set forth below is correct; however, final verification of citizenship status may result in minor modification to be reflected in an amendment to this Schedule 13D):
OFFICERS: DIRECTORS Name: William J. Spencer Name: Robert E. Galvin Citizenship: U.S. Citizenship: U.S. Business Address: SEMATECH, Inc. Business Address: MOTOROLA, Inc. President Chairman of the Exec. Comm. & Chief Executive Officer 1303 East Algonquin Road 2706 Montopolis Drive Schaumburg, IL 60196 Austin, Texas 78741 Principal Occupation: Electronics Industry Executive Principal Occupation: Electronics Industry Executive Name: C. Mark Melliar-Smith Name: James B. Owens Citizenship: U.S. Citizenship: U.S. Business Address: AT&T BELL LABORATORIES Business Address: SEMATECH, Inc. Chief Scientist Executive Vice President 9999 Hamilton Blvd. & Chief Operating Officer Room 1A271 2706 Montopolis Drive Breinigsville, PA 18031 Austin, Texas 78741 Principal Occupation: Electronics Industry Executive Principal Occupation: Electronics Industry Executive Name: Gene Conner Name: Sam Harrell Citizenship: U.S. Citizenship: U.S. Business Address: ADVANCED MICRO DEVICES Business Address: SEMATECH, Inc. Senior Vice President Senior Vice President One AMD Place M/S 136 & Chief Strategy Officer P.O. Box 3453 2706 Montopolis Drive Sunnyvale, CA 94088-3453 Austin, Texas 78741 Principal Occupation: Electronics Industry Executive Principal Occupation: Electronics Industry Executive Name: Robert E. Caldwell Name: M. Franklin Squires Citizenship: U.S. Citizenship: U.S. Business Address: DIGITAL EQUIPMENT CORP. Business Address: SEMATECH, Inc. Vice President, Semiconductor Senior Vice President Operations & Chief Administrative Officer 75 Reed Road 2706 Montopolis Drive MS HL02-2/M12 Austin, Texas 78741 Hudson, MA 01749 Principal Occupation: Electronics Industry Executive Principal Occupation: Electronics Industry Executive Name: Robert E. Falstad Name: George E. Bodway Citizenship: U.S. Business Citizenship: U.S. Address: SEMATECH, Inc. Business Address: HEWLETT-PACKARD CO. General Counsel Corporate Planning Manager 3000 & Secretary Hanover Street MS 20BT Palo Alto, 2706 Montopolis Drive CA 94304 Austin, Texas 78741 Principal Occupation: Electronics Industry Executive Principal Occupation: Corporate Attorney
Page 6 of 8 7 DIRECTORS (continued) Schedule A to Schedule 13D Filed by SEMATECH, Inc. - Page 2 Name: O.B. Bilous Name: Allen Ross Citizenship: U.S. Citizenship: U.S. Business Address: IBM CORPORATION Business Address: ROCKWELL INT'L. CORP. General Manager, Manuf. & President and General Manager Process Development Ops. Telecommunications 1580 Route 52 4311 Jamboree Road Building 504, Zip 92X Newport Beach, CA 92660 Principal Occupation: Electronics Industry Executive Principal Occupation: Electronics Industry Executive Name: Craig Barrett Name: Thomas J. Engibous Citizenship: U.S. Citizenship: U.S. Business Address: INTEL CORPORATION Business Address: TEXAS INSTRUMENTS, INC. Chief Operating Officer Executive Vice President & 500 W. Chandler Blvd. President, Semiconductor Grp. MS CH5-201 P.O. Box 655303 M/S 8341 Chandler, AZ 85226 Dallas, Texas 75265 Principal Occupation: Electronics Industry Executive Principal Occupation: Electronics Industry Executive Name: Thomas D. George Citizenship: U.S. Business Address: MOTOROLA, INC. Semiconductor Products Sector P.O. Box 52073 MS 56-202 Phoenix, AZ 85072-2073 Principal Occupation: Electronics Industry Executive Name: H. Gene Patterson Citizenship: U.S. Business Address: AT&T GLOBAL INFORMATION SOLUTIONS Vice President Microelectronic Products Div. P.O. Box 52073 MS 56-202 Phoenix, AZ 85072-2073 Principal Occupation: Electronics Industry Executive Name: George M. Scalise Citizenship: U.S. Business Address: NATIONAL SEMI-CONDUCTOR CORP. Sr. Vice President and CAO 3875 Kifer Road MS 16-150 Santa Clara, CA 95051 Principal Occupation: Electronics Industry Executive
Page 7 of 8 8 EXHIBIT A TO SCHEDULE 13 D FILED BY SEMATECH, INC. Section 7.5 of the Development Agreement referenced in Item 4 of this Schedule 13D: 7.5 DIVESTITURE OF SVG OR SVGL OR LICENSING OF SSP TECHNOLOGY. Notwithstanding anything in this Agreement to the contrary, including but not limited to the provisions of Section 6, 7.3, 7.4 and 14, (1) if a third party which is not controlled by and substantially owned by U.S. citizens agrees to acquire or acquires, directly or indirectly, and with or without SVG's agreement or acquiescence, ownership of greater than fifty percent (50%) of the outstanding stock or other voting rights of SVG or of SVGL or of any business entity of SVG of which SVGL remains a part, or ownership of substantially all for the assets or business of SVG or of SVGL or of any business entity of SVG of which SVGL remains a part, or (2) if SVG or SVGL permit by license of otherwise any such foreign third party to use (other than as an end user of SSP Machines bought from SVGL), manufacture or sell SSP Machines or any other product that uses SSP Technology, or (3) if SVG or SVGL ceases to be a viable supplier, SEMATECH may, at its sole election and discretion, cancel this Agreement in its entirety and cancel any related agreement, activity or project. In this subpart (3), "viable supplier" means a supplier which continues to research, develop, manufacture, offer for sale and support SSP Machines, all in a reasonably competitive manner. In the event of such cancellation, SEMATECH will have all of the following rights, which rights are cumulative and are not mutually exclusive: (1) SEMATECH will not be liable for any cancellation or termination charges. (2) SVG will repay to SEMATECH within thirty (30) calendar days of demand all amounts SEMATECH has ever paid, after October 1, 1992, whether under this Agreement or any other agreement (including any stock warrants), to SVG or to SVGL. Any amount that is required to be repaid that is attributable to the period from October 1, 1992 through September 29, 1994 is limited to a maximum of $12 Million. (3) SVG and SVGL will be deemed to have granted to SEMATECH a non-exclusive, fully paid up, world-wide, unrestricted license to all intellectual property rights of any kind in any country of the world necessary or useful in the research, development, manufacture, sales, service and support of SSP Machines and SSP Technology, with the right of SEMATECH to sublicense these rights to any third party that is controlled by and substantially owned by U.S. citizens. These rights are to be construed in the broadest possible terms as to permit SEMATECH to enable a U.S. supplier to research, develop, manufacture, sell, service and support SSP Machines and other products using SSP Technology for the benefit of the U.S. semiconductor industry. These rights extend to: (1) all intellectual property rights regardless of whether they are owned by SVG, by SVGL or are licensed from third parties; (2) all materials, equipment, software, firmware and process technology contained in or used by SSP Machines or other products using SSP Technology; and (3) all manufacturing know- how, tools, equipment, test fixtures and software that are necessary or useful in the research, development, manufacture, sales, service, support and use of SSP Machines or other products using SSP Technology. for purposes of this paragraph (3) only, the definitions of "SSP Machine" and "products using SSP Technology" will be deemed to exclude any SSP Machine or product using "SSP Technology" having an exposing light source with a wavelength shorter than 193nm. The provisions of this Section 7.5 will not apply to any transaction to which SEMATECH has given SVG its prior written approval. Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----