-----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, Sq42+xK/E6qHcvDKeDFKzDcz1NK0YykmQ6OH2AeaeiLgVyO/mB39ZpQn2l5/2Iwh K/gG6C6gwVI3b7ngI4W/FA== /in/edgar/work/0001095811-00-004124/0001095811-00-004124.txt : 20001030 0001095811-00-004124.hdr.sgml : 20001030 ACCESSION NUMBER: 0001095811-00-004124 CONFORMED SUBMISSION TYPE: SC14D9C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001027 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: SC14D9C SEC ACT: SEC FILE NUMBER: 005-34824 FILM NUMBER: 747329 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: 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: SC14D9C 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 SC14D9C 1 a66291d2sc14d9-c.txt SCHEDULE 14D9-C 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 1 TO 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 ----------------------- [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ================================================================================ 2 This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (together with the Exhibits and Annexes thereto, the "Statement") originally filed with the Securities and Exchange Commission on October 25, 2000 by Cerprobe Corporation, a Delaware corporation (the "Company"), relating to the tender offer by Cardinal Merger Sub., Inc., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Kulicke and Soffa Industries, Inc., a Pennsylvania corporation ("Acquiror"), to purchase all of the issued and outstanding shares of common stock, par value $0.05 per share, of the Company (together with the associated rights to purchase shares of Series A Junior Participating Preferred Stock issued pursuant to a Rights Agreement dated as of September 28, 1998 between the Company and Computershare Trust Company, Inc. (as successor in interest to American Securities Transfer and Trust, Inc.), as amended by the First Amendment thereto dated October 11, 2000, the "Shares") at a purchase price of $20.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Merger Sub's Offer to Purchase dated October 25, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal (collectively with the Offer to Purchase and any amendments or supplements to either document, the "Offer"). Except to the extent amended and supplemented as set forth below, the information in the Statement is incorporated herein by reference. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Statement. Item 9. Exhibits Item 9 is hereby amended and supplemented by adding the following exhibit that is incorporated herein by reference. Exhibit 17. Press Release issued by Acquiror on October 26, 2000. Exhibit Index The Exhibit Index that precedes Annex A to the Statement is amended and supplemented by adding a reference to the following exhibit. Exhibit 17. Press Release issued by Acquiror on October 26, 2000. Annex A The last paragraph in the introductory section of Annex A to the Statement, which is the paragraph in Annex A that immediately precedes the information contained in Annex A under the caption "Right to Designate Directors and Merger Sub Designees," is hereby amended and restated in its entirety to read as follows: "Pursuant to the Merger Agreement, Merger Sub commenced the Offer on October 25, 2000. The Offer was initially scheduled to expire at 12:00 midnight, New York City time, on November 21, 2000, unless Merger Sub extended it. In a press release dated October 26, 2000, Acquiror announced that Merger Sub has extended the expiration date of the Offer to 12:00 midnight, New York City time, on November 22, 2000, unless Merger Sub further extends such date. A copy of the press release containing such announcement is filed as Exhibit 17 and is incorporated herein by reference." 3 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. CERPROBE CORPORATION Date: October 27, 2000 /s/ C. ZANE CLOSE -------------------------------------- By: C. Zane Close, President and Chief Executive Officer 4 EXHIBIT INDEX
EXHIBIT DESCRIPTION - ------- ----------- Exhibit 17 Press Release issued by Acquiror on October 26, 2000.
EX-17 2 a66291d2ex17.txt EXHIBIT 17 1 EXHIBIT 17 PRESS RELEASE NEWS For Immediate Release Company Contact: Nancy R. Kyle 215-784-6436 nkyle@kns.com Kulicke and Soffa Extends Tender Offer Expiration Date for All Outstanding Shares of Cerprobe to Wednesday, November 22, 2000. Willow Grove, PA October 26, 2000 - Kulicke and Soffa Industries, Inc. (NASDAQ: KLIC), the world's largest supplier of semiconductor assembly equipment, announced today that its tender offer to acquire all of the outstanding shares of common stock of Cerprobe Corporation (NASDAQ: CRPB) for $20.00 per share in cash will expire on Wednesday, November 22, 2000, unless the offer is extended, and not on Tuesday, November 21, 2000 as previously announced. This extended expiration date takes into account the Federal Government's observance of Veterans Day on Friday, November 10, 2000. The tender offer is being made pursuant to the definitive Agreement and Plan of Merger by and among Kulicke and Soffa, Cardinal Merger Sub., Inc., a wholly owned subsidiary of Kulicke and Soffa, and Cerprobe, which was announced on October 12, 2000. The consummation of the tender offer is subject to customary closing conditions, including that a majority of the outstanding Cerprobe shares are tendered and the expiration or termination of the Hart-Scott-Rodino waiting period. THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES. KULICKE AND SOFFA HAS FILED A TENDER OFFER STATEMENT WITH THE SEC AND CERPROBE HAS FILED A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE OFFER. INVESTORS AND SECURITY HOLDERS OF BOTH KULICKE AND SOFFA AND CERPROBE ARE URGED TO READ EACH OF THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REFERENCED IN THIS PRESS RELEASE BECAUSE THEY 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 AND OTHER DOCUMENTS FILED BY KULICKE AND 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 AND SOFFA OR CERPROBE OR BY CONTACTING CORPORATE INVESTOR COMMUNICATIONS, INC., THE INFORMATION AGENT, AT (888) 682-7239. THE DEALER MANAGER FOR THE OFFER IS GEORGESON SHAREHOLDER SECURITIES CORPORATION, 17 STATE STREET, 10TH FLOOR, NEW YORK, NEW YORK 10004. TELEPHONE NUMBER: (800) 445 -1790. 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 largest supplier of semiconductor assembly equipment. 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. 2 CAUTION CONCERNING FORWARD LOOKING STATEMENTS THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE FOUND IN VARIOUS PLACES THROUGHOUT THIS PRESS RELEASE AND INCLUDE, WITHOUT LIMITATION, STATEMENTS CONCERNING THE FINANCIAL CONDITIONS, RESULTS OF OPERATIONS AND BUSINESSES OF CERPROBE AND KULICKE AND SOFFA AND, ASSUMING THE CONSUMMATION OF THE ACQUISITION, THE CONSOLIDATION OF CERPROBE INTO KULICKE AND SOFFA, AS WELL AS 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 CERPROBE'S 1999 ANNUAL REPORT ON FORM 10-K405 AND KULICKE AND 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 AND 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 AND SOFFA WITH THE SEC. NEITHER CERPROBE NOR KULICKE AND 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. * * * -----END PRIVACY-ENHANCED MESSAGE-----