-----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, PPTgwoLEqOPXbjKeKh0PT/m4z22vjsLf1x5HEMaOYkut4xGTZZ8WHHhsjjshGmP7 59MKjTrgpIIVVSuHt6b+eQ== 0000950153-98-001514.txt : 19981209 0000950153-98-001514.hdr.sgml : 19981209 ACCESSION NUMBER: 0000950153-98-001514 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERPROBE CORP CENTRAL INDEX KEY: 0000725259 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 860312814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-11370 FILM NUMBER: 98765474 BUSINESS ADDRESS: STREET 1: 1150 NORTH FIESTA BLVD CITY: GILBERT STATE: AZ ZIP: 85233-2237 BUSINESS PHONE: 6029677885 MAIL ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 10-Q/A 1 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) X Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended September 30, 1998 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to ___________. Commission File Number 0-11370 CERPROBE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 86-0312814 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1150 NORTH FIESTA BOULEVARD, GILBERT, ARIZONA 85233 (Address of principal executive offices) (Zip Code)
(602) 333-1500 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ As of December 1, 1998, there were 7,714,736 shares of the registrant's Common Stock outstanding. 2 CERPROBE CORPORATION FORM 10-Q/A FOR THE QUARTER ENDED SEPTEMBER 30, 1998 TABLE OF CONTENTS
Page AMENDMENT EXPLANATION.........................................................3 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS...........................................4 ITEM 2. CHANGES IN SECURITIES.......................................4 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................4 SIGNATURE ............................................................5
2 3 AMENDMENT EXPLANATION Item 1. Legal Proceedings was incorrectly placed under Part I rather than Part II. This amendment moves such Item from Part I to Part II. The following is the corrected Part II in its entirety, without the previously filed exhibits. 3 4 PART II - OTHER INFORMATION Item 1 Legal Proceedings On October 20, 1998, the Company filed an action entitled Cerprobe Corporation and SVTR, Inc. v. William E. Mayer, et al (No. C 98-4034), in the U.S. District court for the Northern District of California, against the former President, Director and shareholders of Silicon Valley Test & Repair, Inc., which was acquired by the Company by way of a merger into its wholly-owned subsidiary, SVTR, Inc. in January, 1997. The suit seeks rescission of the merger transaction and/or money damages arising from failure of the defendants to disclose material facts regarding the origins of certain software necessary for SVTR, Inc.'s business. Item 2 Changes in Securities On October 8, 1998, each shareholder of record will receive one Preferred Share Purchase Right on each outstanding share of Common Stock owned. Each Right will entitle shareholders to buy one one-thousandth of a share of newly created Series A Junior Participating Preferred Stock of the Company at an exercise price of $110. The Rights will be exercisable if a person or group hereafter acquires 15% or more of the Common Stock of the Company or announces a tender offer for 15% or more of the Common Stock. Should this occur, the Right will entitle its holder to purchase, at the Right's then current exercise price, a number of the acquiring company's common shares having a market value at that time of twice the Right's exercise price. Rights held by the 15% holder will become void and will not be exercisable to purchase shares at the bargain purchase price. If the Company is acquired in a merger or other business combination transaction after a person acquired 15% or more of the Company's Common Stock, each Right will entitle its holder to purchase, at the Right's then current exercise price, a number of the acquiring company's Common Shares having a market value at that time of twice the Right's exercise price. Item 6 Exhibits and Reports on Form 8-K a. Exhibits 10(iii) Lease agreement between Cerprobe Corporation and BancOne Leasing Corporation dated October 22, 1998.(1) (11) Computation of Net Income (Loss) Per Share.(1) (27.1) Financial Data Schedule - September 30, 1998(1) (27.2) Financial Data Schedule - September 30, 1997(1) b. Reports on Form 8-K Form 8-K, filed on October 2, 1998, to report the approval of the declaration of a dividend distribution of one Preferred Share Purchase Right on each outstanding share of Cerprobe's Common Stock. (1) Previously filed with third quarter 10Q on November 16, 1998. 4 5 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigning thereunto duly authorized. CERPROBE CORPORATION /s/ Randal L. Buness Randal L. Buness Vice President - Chief Financial Officer December 1, 1998 5 -----END PRIVACY-ENHANCED MESSAGE-----