-----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, QQuFwb0vTczdDH50mGA3RviefHXP94qDJk8fxFHVAmBGH0clNhRNfC6f0e9Tgk1l Q5xBUE7QQGonND6IZMdWzA== /in/edgar/work/0000893220-00-001340/0000893220-00-001340.txt : 20001128 0000893220-00-001340.hdr.sgml : 20001128 ACCESSION NUMBER: 0000893220-00-001340 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CERPROBE CORP CENTRAL INDEX KEY: 0000725259 STANDARD INDUSTRIAL CLASSIFICATION: [3679 ] IRS NUMBER: 860312814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-34824 FILM NUMBER: 777201 BUSINESS ADDRESS: STREET 1: 1150 NORTH FIESTA BLVD CITY: GILBERT STATE: AZ ZIP: 85233-2237 BUSINESS PHONE: 4803331500 MAIL ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KULICKE & SOFFA INDUSTRIES INC CENTRAL INDEX KEY: 0000056978 STANDARD INDUSTRIAL CLASSIFICATION: [3559 ] IRS NUMBER: 231498399 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 2101 BLAIR MILL RD CITY: WILLOW GROVE STATE: PA ZIP: 19090 BUSINESS PHONE: 2157846000 MAIL ADDRESS: STREET 1: 2101 BLAIR MILL RD CITY: WILLOW GROVE STATE: PA ZIP: 19090 SC TO-T/A 1 w43055scto-ta.txt SCHEDULE TO AMEND. #4 FOR CERPROBE CORPORATION. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (AMENDMENT NO. 4) CERPROBE CORPORATION (Name of Subject Company (Issuer)) CARDINAL MERGER SUB., INC., a Wholly-Owned Subsidiary of KULICKE AND SOFFA INDUSTRIES, INC. (Name of Filing Person (Offeror)) Common Stock Par Value $.05 (Title of Class of Securities) 156787103 (CUSIP Number of Class of Securities) Clifford G. Sprague Senior Vice President and Chief Financial Officer 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 (215) 988-2700 (Name, Address, and Telephone of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) Calculation of Filing Fee
Transaction valuation Amount of filing fee* $214,840,660 $42,968.13
* This amount has previously been paid. 2 [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on October 25, 2000 by Cardinal Merger Sub., Inc., a Delaware Corporation and a wholly-owned subsidiary of Kulicke and Soffa Industries, Inc., a Pennsylvania corporation, relating to the 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 of Cerprobe Corporation, a Delaware corporation, 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. In this amendment, "Schedule TO" refers to the Tender Offer statement on Schedule TO originally filed with the SEC on October 25, 2000, as amended and supplemented; "Merger Sub" refers to Cardinal Merger Sub., Inc.; "Parent" refers to Kulicke and Soffa Industries, Inc., and the "Company" refers to Cerprobe Corporation. The Offer to Purchase, which is attached as Exhibit (a)(1) to the Schedule TO, and the related Letter of Transmittal, which is attached as Exhibit (a)(2) to the Schedule TO, as they may be amended and supplemented from time to time, together constitute the "Offer." ITEMS 1 through 6, 8 and 11. Items 1 through 6, 8 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase and all its exhibits, are by this amendment amended and supplemented by adding the following to the Offer to Purchase: "In a press release dated November 24, 2000, Parent announced that the Offer expired at 12:00 Midnight on November 22, 2000, and that shareholders validly tendered approximately 8,858,449 Shares (or 92.5% of the outstanding Shares) which Parent has accepted for payment. In addition, Parent announced that it received Notices of Guaranteed Delivery with respect to 254,284 Shares (or 2.7% of the outstanding Shares) which, under the Offer, must be validly tendered within three trading days after delivery of this notice in order to be accepted for payment. A copy of the press release containing such announcement is filed as Exhibit (a)(11) and is incorporated in this amendment by reference." -2- 3 ITEM 12. EXHIBITS Item 12 is hereby amended and supplemented by adding the following exhibit and is incorporated herein by reference. (a)(11) Press Release dated November 24, 2000. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 27, 2000 KULICKE AND SOFFA INDUSTRIES, INC. By: /s/ Clifford G. Sprague ---------------------------- Name: Clifford G. Sprague Title: Chief Financial Officer CARDINAL MERGER SUB., INC. By: /s/ Clifford G. Sprague ---------------------------- Name: Clifford G. Sprague Title: Vice President -3- 4 INDEX TO EXHIBITS (a)(11) Press release dated November 24, 2000.
-4- EX-99.(A)(11) 2 w43055ex99-a11.txt PRESS RELEASE 1 PRESS RELEASE Exhibit (a)(11) NEWS For Immediate Release Company Contact: Nancy R. Kyle 215-784-6436 nkyle@kns.com Kulicke and Soffa Completes Successful Tender Offer for Cerprobe Willow Grove, PA November 24, 2000 - Kulicke and Soffa Industries, Inc. (NASDAQ: KLIC), the world's largest supplier of semiconductor assembly equipment, announced today that its tender offer for all of the outstanding shares of common stock of Cerprobe Corporation (NASDAQ:CRPB) for $20.00 per share in cash expired at 12:00 Midnight on Wednesday, November 22, 2000. Shareholders of Cerprobe validly tendered approximately 8,858,449 shares (or 92.5% of the outstanding shares) of Cerprobe, which Kulicke & Soffa has accepted for payment. Kulicke and Soffa will promptly make payment for such shares. In addition, Kulicke & Soffa has received Notices of Guaranteed Delivery with respect to 254,284 shares (or 2.7% of the outstanding shares) that have not yet been validly tendered. Under the terms of the tender offer, shares of common stock listed in a Notice of Guaranteed Delivery must be validly tendered within 3 trading days following the delivery of the notice in order for Kulicke & Soffa to accept shares for payment. Kulicke & Soffa will now proceed to acquire the remaining outstanding shares of common stock of Cerprobe through a merger in which shares of common stock not purchased in the tender offer or for which shareholders do not seek appraisal rights will be converted, upon completion of the merger, into the right to receive $20 per share in cash. The tender offer was made under the definitive Agreement and Plan of Merger by and among Kulicke & Soffa, Cardinal Merger Sub., Inc., a wholly owned subsidiary of Kulicke & Soffa, and Cerprobe, which was announced on October 12, 2000. Cerprobe is a recognized world leader in the design and manufacture of semiconductor test interconnect solutions. Cerprobe offers products and integrated systems for wafer and IC package testing. Cerprobe markets and distributes its products and systems worldwide, and operates domestic manufacturing facilities in Arizona, California, and Texas and international manufacturing facilities in France, Scotland, Taiwan, and Singapore. Kulicke and Soffa is the world's leading supplier of semiconductor assembly equipment and materials. The company provides scaleable solutions for the assembly of chip and wire, flip chip and chip scale packages. Chip and wire solutions combine wire bonding, die bonding and wafer dicing equipment with wire, capillaries, die collets and saw blades. Flip chip solutions include die placement equipment, flip chip bumping technology and thin film laminates. Kulicke and Soffa also offers unique CSP packaging technology as well as factory integration products and services. It has sales, service and applications development facilities worldwide. CAUTION CONCERNING FORWARD-LOOKING STATEMENTS THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. WHILE THESE FORWARD-LOOKING STATEMENTS REPRESENT OUR JUDGMENTS AND FUTURE EXPECTATIONS CONCERNING THE DEVELOPMENT OF OUR BUSINESS AND THE TIMING AND BENEFITS OF THE ACQUISITION, A NUMBER OF RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS COULD CAUSE ACTUAL DEVELOPMENTS AND RESULTS TO DIFFER -1- 2 MATERIALLY FROM OUR EXPECTATIONS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: THOSE LISTED OR DISCUSSED IN CERPROBE'S 1999 ANNUAL REPORT ON FORM 10-K405 AND KULICKE & SOFFA'S 1999 ANNUAL REPORT ON FORM 10-K; BUSINESS AND ECONOMIC CONDITIONS IN OUR INDUSTRY AND IN CERPROBE'S INDUSTRY; THE RISK THAT THE CERPROBE BUSINESS WILL NOT BE SUCCESSFULLY INTEGRATED INTO KULICKE & SOFFA; THE COSTS RELATED TO THE TRANSACTION; THE INABILITY TO OBTAIN OR MEET CONDITIONS IMPOSED FOR GOVERNMENTAL APPROVALS FOR THE TRANSACTION; THE RISK THAT ANTICIPATED SYNERGIES WILL NOT BE OBTAINED OR NOT OBTAINED WITHIN THE TIME ANTICIPATED; THE RISK THAT WE WILL NOT BE SUCCESSFUL IN MAKING TECHNOLOGICAL ADVANCES AND OTHER KEY FACTORS THAT WE HAVE INDICATED COULD ADVERSELY AFFECT OUR BUSINESSES AND FINANCIAL PERFORMANCE CONTAINED IN OUR PAST AND FUTURE FILINGS AND REPORTS, INCLUDING THOSE WITH THE SEC. MORE DETAILED INFORMATION ABOUT THOSE FACTORS IS SET FORTH IN FILINGS MADE BY CERPROBE AND KULICKE & SOFFA WITH THE SEC. NEITHER CERPROBE NOR KULICKE & SOFFA IS UNDER ANY OBLIGATION TO (AND EXPRESSLY DISCLAIMS ANY SUCH OBLIGATIONS TO) UPDATE OR ALTER ITS FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. * * * -2- -----END PRIVACY-ENHANCED MESSAGE-----