SC14D9C 1 a66291dsc14d9-c.txt SCHEDULE 14D9-C 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 14D-9 --------------- SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------- CERPROBE CORPORATION (NAME OF SUBJECT COMPANY) --------------- CERPROBE CORPORATION (NAME OF PERSON FILING STATEMENT) ----------------------- COMMON STOCK, $.05 PAR VALUE (TITLE OF CLASS OF SECURITIES) ----------------------- 156787 10 3 (CUSIP NUMBER OF CLASS OF SECURITIES) ----------------------- C. ZANE CLOSE PRESIDENT AND CHIEF EXECUTIVE OFFICER CERPROBE CORPORATION 1150 NORTH FIESTA BOULEVARD GILBERT, ARIZONA 85233-2237 (480) 333-1500 (NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON FILING STATEMENT) --------------- COPIES TO: LANCE W. BRIDGES, ESQ. MATTHEW T. BROWNE, ESQ. COOLEY GODWARD LLP 4365 EXECUTIVE DRIVE, SUITE 1100 SAN DIEGO, CALIFORNIA 92121 (858) 550-6000 ----------------------- [X] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. =============================================================================== 2 CERPROBE REPORTS RECORD THIRD QUARTER RESULTS SALES UP 133%, RECORD OPERATING INCOME GILBERT, ARIZONA (OCTOBER 18, 2000) --- CERPROBE CORPORATION (NASDAQ NM:CRPB) today announced that sales were $34,773,000 for the third quarter ended September 30, 2000, an increase of 133% from sales of $14,932,000 for the quarter ended September 30, 1999, and a 12% increase over the $30,971,000 for the immediately preceding quarter ended June 30, 2000. Net income for the third quarter of 2000 was a record $4,001,000, or $0.40 per diluted share, excluding goodwill amortization of $916,000. This compares to net loss for the same period in 1999 of $744,000, or ($0.09) per diluted share. In the second quarter of 2000, Cerprobe recorded net income of $3,221,000, or $0.33 per diluted share, excluding goodwill amortization of $960,000. For the nine months ended September 30, 2000, sales increased to a record $92,521,000, a 107% increase over September 30, 1999 nine months sales of $44,641,000. Net income for the first nine months of 2000 increased to $8,686,000 or $0.88 per diluted share, excluding goodwill amortization of $2,824,000, compared to 1999 nine months net loss of 2,001,000, or ($0.26) per diluted share, excluding goodwill amortization of $391,000. C. Zane Close, President and Chief Executive Officer of Cerprobe, said, "We are very pleased with our performance for the quarter and for the first nine months of 2000. Our legacy business was especially strong. Sales of probe cards, ATE interfaces, and ATE test boards, which accounted for approximately 74% of total sales during the quarter, were up 72% over the comparable quarter in 1999 and were up 20% over the second quarter of 2000. Our newly acquired package test socket product line had sales during the quarter of approximately $9,100,000, an 18% increase over 1999 third quarter sales when operating as OZ Technologies, Inc." "We also saw continued strength in our international operations," continued Mr. Close. "Both Cerprobe Asia, operating in Taiwan and Singapore, and Cerprobe Europe, operating in France and Scotland, continue to perform at or near record levels. International sales (which include both international subsidiary sales as well as export sales from the US) totaled $8,397,000, a 61% increase over the third quarter of 1999. During the third quarter, we also completed the buyout of our minority investors' 40% interest in Cerprobe Asia PTE LTD, which operates our facilities in Taiwan and Singapore. This should allow us to better manage our future growth plans in Southeast Asia as well as improve our consolidated net income." "Looking forward, demand for our products remains strong. However, due to short-term capacity constraints and the holiday season, we do not expect sales and earnings for the fourth quarter of 2000 to exceed the results of the third quarter. Year 2001 continues to look like another growth year for our business, based upon the latest industry data," concluded Mr. Close. Commenting on the October 12, 2000 announcement that Kulicke & Soffa Industries, Inc. intends to acquire Cerprobe through a tender offer at $20.00 per share, Mr. Close said, "We are 2 3 very enthusiastic about the proposed merger with Kulicke & Soffa. Cerprobe's strategy of building a company that provides comprehensive solutions on a worldwide basis for semiconductor test interconnect complements Kulicke & Soffa's "Total Connection" strategy at semiconductor assembly. We believe this combination will create at back-end test and assembly, the type of single source equipment and service provider that has been very successful at front-end wafer fabrication." A teleconference to discuss the third quarter results will be held today at 7:00 a.m. (PDT). Interested investors and members of the media may listen to the teleconference by dialing 212-346-6402 approximately 10 minutes prior to the call. Cerprobe is a recognized world leader in the design and manufacture of semiconductor test interconnect solutions. The Company 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. Additional information about Cerprobe is available at www.cerprobe.com. THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES. THE TENDER OFFER FOR THE OUTSTANDING SHARES OF CERPROBE COMMON STOCK DESCRIBED IN THIS ANNOUNCEMENT HAS NOT YET COMMENCED. AT THE TIME THE OFFER IS COMMENCED, KULICKE & SOFFA WILL FILE A TENDER OFFER STATEMENT WITH THE SEC AND CERPROBE WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. INVESTORS AND SECURITY HOLDERS OF BOTH KULICKE & SOFFA AND CERPROBE ARE URGED TO READ EACH OF THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REFERENCED IN THIS PRESS RELEASE WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT WHEN IT IS AVAILABLE AND OTHER DOCUMENTS FILED BY KULICKE & SOFFA AND CERPROBE WITH THE SEC AT THE SEC'S WEB SITE AT WWW.SEC.GOV. THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT AND THESE OTHER DOCUMENTS MAY ALSO BE OBTAINED FREE FROM KULICKE & SOFFA, CERPROBE AND THE INFORMATION AGENT. The statements in this release regarding the Company's expectations for the remainder of 2000 and for the full year of 2001, and the Company's ability to better manage its future growth in Southeast Asia and improve its consolidated net income as a result of the recent buyout of the minority investors in Cerprobe Asia PTE LTD are forward looking statements that include risks and uncertainties, including but not limited to product demand and development, ability to maintain customer diversity and relationships, technological advancements, impact of competitive products and pricing, growth in targeted markets, manufacturing capacity, risks of foreign operations, ability to integrate and leverage acquisitions, and other information detailed from time to time in the Company's financial press releases and Securities and Exchange Commission filings. An additional forward looking statement in this press release includes the Company's belief that a combination with Kulicke & Soffa Industries, Inc. will create at back-end test and assembly, the type of single source equipment and service provider that has been very successful at front-end wafer fabrication. This statement also includes risks and uncertainties including Kulicke & Soffa Industries's successful tender offer, the consolidation of Cerprobe into Kulicke & Soffa Industries, as well as 3 4 the expected timing and benefits of the acquisition. 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 materially from our expectations. These factors include, but are not limited to, those listed or discussed in our 1999 Annual Report on Form 10-K and Kulicke & Soffa Industries's 1999 Annual Report on Form 10-K; business and economic conditions in the industries in which we and Kulicke & Soffa Industries operate; the risk that the Cerprobe business will not be successfully integrated into Kulicke & Soffa Industries; 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 Industries with the SEC. Neither Cerprobe nor Kulicke & Soffa Industries 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. 4 5 CERPROBE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2000 1999 2000 1999 ------------- ------------ ------------- ------------ (UNAUDITED) (UNAUDITED) Net sales $ 34,773 $ 14,932 $ 92,521 $ $ 44,641 Cost and expenses: Cost of sales 18,901 9,743 51,230 29,645 Selling, general, and administrative 8,480 4,939 23,139 14,648 Engineering and product development 1,360 1,186 3,649 3,248 Goodwill amortization 916 134 2,824 391 ------------- ------------ ------------- ------------ 29,657 16,002 80,842 47,932 ------------- ------------ ------------- ------------ Operating income (loss) 5,116 (1,070) 11,679 (3,291) Other income (expense): Interest income 105 193 317 623 Interest expense (461) (105) (1,589) (309) Other, net 91 (80) 365 (81) ------------- ------------ ------------- ------------ (265) 8 (907) 233 ------------- ------------ ------------- ------------ Income (loss) from continuing operations before income taxes and minority interest 4,851 (1,062) 10,772 (3,058) Income tax (1,608) 269 (4,037) 944 Minority interest (158) (85) (873) (273) ------------- ------------ ------------- ------------ Income (loss) from continuing operations 3,085 (878) 5,862 (2,387) Discontinued operations: Loss from operations of SVTR, Inc., net of taxes - - - (5) ------------- ------------ ------------- ------------ Net income (loss) $ 3,085 $ (878) $ 5,862 $ (2,392) ============= ============ ============= ============ Earnings (loss) per share before goodwill amortization $ 0.40 $ (0.09) $ 0.88 $ (0.26) ============= ============ ============= ============ Earnings (loss) per share $ 0.31 $ (0.11) $ 0.59 $ (0.31) ============= ============ ============= ============ Diluted shares outstanding 10,053 7,836 9,888 7,740 ============= ============ ============= ============
6 CERPROBE CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands)
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, 2000 1999 1999 -------------- ------------- ------------- (UNAUDITED) (UNAUDITED) ASSETS Current assets: Cash $ 4,313 $ 3,484 $ 6,875 Short-term investment securities - - 8,834 Accounts receivable, net 21,557 12,313 9,122 Inventories, net 12,598 9,729 6,718 Other current assets 2,083 7,294 6,150 ------- ------- ------- Total current assets 40,551 32,820 37,699 Property, plant, and equipment, net 21,614 23,537 23,301 Intangible assets, net 23,531 26,334 2,905 Other assets 732 677 894 ------- ------- ------- Total assets $86,428 $83,368 $64,799 ======= ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 5,199 $ 3,687 $ 3,017 Accrued liabilities 6,547 5,584 3,157 Current portion of long term debt 7,713 11,290 1,650 Net liabilities of discontinued operations 336 447 429 ------- ------- ------- Total current liabilities 19,795 21,008 8,253 Long-term debt, less current portion 6,416 7,655 3,938 Deferred income taxes and other liabilities 940 472 - ------- ------- ------- Total liabilities 27,151 29,135 12,191 Minority interest - 1,116 846 Stockholders' equity 59,277 53,117 51,762 ------- ------- ------- Total liabilities and stockholders' equity $86,428 $83,368 $64,799 ======= ======= =======