-----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, KjsxrYMXiVIms2soWvS0vO5cmZhRGjGzv/b4syyER13AaBp0QF2Km5l1qoPpaIMo tTJjlgEuXGZjnZWYJx0ZlQ== 0000950134-96-006687.txt : 19961206 0000950134-96-006687.hdr.sgml : 19961206 ACCESSION NUMBER: 0000950134-96-006687 CONFORMED SUBMISSION TYPE: SC 13D/A 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34987 FILM NUMBER: 96676115 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/A 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/A 1 AMENDMENT NO.1 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 1) 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) Rebecca K. Schmitt, Esq. Gray Cary Ware & Freidenrich 4365 Executive Drive, Suite 1600 San Diego, California 92121 (619) 677-1446 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 22, 1996 ----------------- (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. [ ] -1- 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) Not Applicable (disposition) 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 0 by Each Reporting Person With 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14. TYPE OF REPORTING PERSON CO
-2- 3 Item 1. Security and Issuer. This Schedule 13D relates to the disposition by SEMATECH, INC., a Delaware not-for-profit corporation ("SEMATECH") of shares of the Common Stock of Silicon Valley Group, Inc., a Delaware corporation ("SVG"). The principal executive offices of SVG are located at 101 Metro Drive, Suite 400, 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 has 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. Not Applicable. Item 4. Purpose of the Transaction. Not Applicable. Item 5. Interest in Securities of SVG. (a) Sematech does not beneficially own any shares of common stock of SVG. (b) Not Applicable. (c) On November 22, 1996 SEMATECH sold 701,923 shares of common stock of SVG in open market transactions pursuant to Rule 144. The average sale price of the shares was $21.2562 per share. (d) No person other than SEMATECH has the right to receive or the power to direct the receipt of the proceeds from the sale of such shares. -3- 4 (e) SEMATECH ceased to be the beneficial owner of more than five percent of SVG on or before April 16, 1996, the date SEMATECH exercised its warrant to purchase shares of SVG common stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of SVG. None. Item 7. Material to be Filed as Exhibits. None. 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: December 4, 1996 SEMATECH, INC. By: /s/ Robert E. Falstad ------------------------------------ Name: Robert E. Falstad ---------------------------------- Title: General Counsel and Secretary --------------------------------- -4- 5 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, SEMATECH has made no inquiry with respect thereto. OFFICERS: Name: William J. Spencer Citizenship: U.S. Business Address: SEMATECH, Inc. Chairman of the Board President & Chief Executive Officer 2706 Montopolis Drive Austin, Texas 78741 Principal Occupation: Electronics Industry Executive Name: Robert W. Galvin Citizenship: U.S. Business Address: SEMATECH, Inc. Vice Chairman of the Board MOTOROLA, Inc. Chairman of the Exec. Comm. 1303 East Algonquin Road Schaumburg, IL 60196 Principal Occupation: Electronics Industry Executive Name: James B. Owens Citizenship: U.S. Business Address: SEMATECH, Inc. Executive Vice President & Chief Operating Officer 2706 Montopolis Drive Austin, Texas 78741 Principal Occupation: Electronics Industry Executive Name: M. Franklin Squires Citizenship: U.S. Business Address: SEMATECH, Inc. Senior Vice President & Chief Administrative Officer 2706 Montopolis Drive Austin, Texas 78741 Principal Occupation: Electronics Industry Executive Name: Robert E. Falstad Citizenship: U.S. Business Address: SEMATECH, Inc. General Counsel & Secretary -5- 6 2706 Montopolis Drive Austin, Texas 78741 Principal Occupation: Corporate Attorney DIRECTORS Name: Gene Conner Citizenship: U.S. Business Address: ADVANCED MICRO DEVICES Senior Vice President One AMD Place P.O. Box 3453 Sunnyvale, CA 94088-3453 Principal Occupation: Electronics Industry Executive Name: Robert E. Caldwell Citizenship: U.S. Business Address: DIGITAL EQUIPMENT CORP. Vice President Digital Semiconductor 75 Reed Road MS HL02-2/M12 Hudson, MA 01749 Principal Occupation: Electronics Industry Executive Name: George E. Bodway Citizenship: U.S. Business Address: HEWLETT-PACKARD CO. Corporate Planning Manager 3000 Hanover Street, MS 20BT Palo Alto, CA 94304 Principal Occupation: Electronics Industry Executive Name: O.B. Bilous Citizenship: U.S. Business Address: IBM CORPORATION General Manager Memory Products Group 1580 Route 52 Building 504, Zip 92X Hopewell Jct., NY 12533 Principal Occupation: Electronics Industry Executive Name: Craig R. Barrett Citizenship: U.S. Business Address: INTEL CORPORATION Executive Vice President & Chief Operating Officer 5000 W. Chandler Blvd. MS CH5-201 Chandler, AZ 85226 Principal Occupation: Electronics Industry Executive Name: John T. Dickson Citizenship: U.S. -6- 7 Business Address: LUCENT TECHNOLOGIES, INC. Vice President, Integrated Circuit Group 555 Union Boulevard Room 21E205 Allentown, PA 18103 Principal Occupation: Electronics Industry Executive Name: William L. George Citizenship: U.S. Business Address: MOTOROLA Director of Manufacturing, Semiconductor Products Sector 3102 N. 56th Street MS 56-208 Phoenix, AZ 85018 Principal Occupation: Electronics Industry Executive Name: Gobi R. Padmanabhan Citizenship: U.S. Business Address: NATIONAL SEMICONDUCTOR CORP. Senior Vice President, Technology R&D 2900 Semiconductor Drive MS: E-110 Santa Clara, CA 95051 Principal Occupation: Electronics Industry Executive Name: John E. Algeo Citizenship: U.S. Business Address: ROCKWELL INTERNATIONAL Vice President, Operations Semiconductor Systems 4311 Jamboree Road Newport Beach, CA 92660 Principal Occupation: Electronics Industry Executive Name: Alexander V. d'Arbeloff Citizenship: U.S. Business Address: TERADYNE, INC. Chairman & CEO 321 Harrison Avenue Boston, MA 02118 Principal Occupation: Electronics Industry Executive Name: Richard K. Templeton Citizenship: U.S. Business Address: Texas Instruments, Inc. Executive VP, President, Semiconductor Group M/S 8681 P.O. Box 660199 Dallas, TX 75266-0199 Principal Occupation: Electronics Industry Executive -7- -----END PRIVACY-ENHANCED MESSAGE-----