8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2014

ELECTRO SCIENTIFIC INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

OREGON	0-12853	93-0370304
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
13900 NW Science Park Drive, Portland, Oregon		97229
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (503) 641-4141

No Change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities

As further described in Item 8.01 below, on November 10, 2014, Electro Scientific Industries, Inc. (the "Company") entered into an agreement to issue up to 1,262,274 shares of its common stock as part of the consideration to be paid in its proposed acquisition of Wuhan Topwin Optoelectronics Technology Co., Ltd. ("Topwin"). These shares will be issued over three years, with half of the shares to be issued only if Topwin meets certain performance measures. The issuance of the shares will be exempt from the registration requirements of the Securities Act of 1933 (the "Act") pursuant to Section 4(a)(2) of the Act and Regulation S promulgated under the Act.

Item 8.01 Other Events

On November 10, 2014, the Company entered into an agreement to purchase all of the outstanding equity interests of Topwin for approximately $9.0 million in cash, plus $4.5 million in stock to be paid out over the next three years. Upon achieving certain financial targets, up to an additional $4.5 million in stock will be issued, for a total potential consideration of $18.0 million. The Company's stock is valued at $7.13 per share for purposes of determining the foregoing amounts. This acquisition is expected to add approximately $7-10 million in revenue to the Company and to be accretive to earnings in the range of $0.03 to $0.05 on a non-GAAP basis in the Company's next fiscal year. The Company expects to fund the acquisition using off-shore cash.

Forward-Looking Statements

This Form 8-K includes forward-looking statements about the Company's revenue, earnings and source of funds. These forward-looking statements are based on information available to the Company on the date of this Form 8-K and the Company assumes no obligation to update these forward-looking statements for any reason. Actual results may differ materially from those in the forward-looking statements. Risks and uncertainties that may affect the forward-looking statements include: the risk that the transaction fails to close; the risk that we fail to successfully integrate the Topwin business; the risk that the costs of operating the Topwin business are greater than anticipated; the risk that revenues generated by the Topwin business are lower than anticipated.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibit 99    Press release dated November 13, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 13, 2014.

Electro Scientific Industries, Inc.

(Registrant)

By:/s/ Paul Oldham

Name:    Paul Oldham

Title: Vice President of Administration,

Chief Financial Officer and Secretary

EX-99.1

Brian Smith

ESI

503-672-5760

smithb@esi.com                                            

ESI Announces Definitive Agreement to Acquire Topwin Optoelectronics

PORTLAND, Ore. - November 13, 2014 - Electro Scientific Industries, Inc. (Nasdaq: ESIO), the premier source for innovative laser-based manufacturing solutions for the microtechnology industry, today announced that it has entered into a definitive agreement to acquire Wuhan Topwin Optoelectronics Technology Co., Ltd. (Topwin). The acquisition brings together the deep technology expertise in laser microfabrication from ESI, and one of the fastest growing, innovative laser design and manufacturing systems companies in China.

Topwin brings a solid portfolio of mid-range laser technology products that serve the needs of the consumer electronics industry in ITO patterning, PCB cutting, precision welding, and a variety of marking and cutting applications. Designed in China for the China market, these products deliver excellent capability in a low-cost platform. Topwin is located in Wuhan, Hubei Province, China, the heart of China’s Opto-electronics knowledge center.

"To compete and win in the fast-moving China market, ESI must design, build, and sell locally. The acquisition of Topwin gives us that immediate capability and significantly expands our footprint in China, the largest laser systems market in the world," stated Edward C. Grady, CEO of ESI. "With complementary capabilities, this acquisition expands our product portfolio, enables faster time to market and allows ESI to provide a more complete set of laser-based manufacturing solutions consistent with our focus on total-cost-of-ownership, to customers in China and throughout the region."

"We are pleased to join ESI as an essential part of the overall business across the Asia-Pacific region. Our design and manufacturing expertise with a deep understanding of the specific China market requirements, coupled with ESI’s strong technology and global reach, creates an unparalleled opportunity to address the growing market for laser microfabrication tools," said Dr. Hu Bing, General Manager of Topwin. "We believe joining ESI creates the best result for existing and future customers, employees and shareholders of both companies, and represents a significant step forward in expanding the use of our capabilities in China and across the region."

ESI Announces Second Quarter Fiscal 2015 Results

The transaction is subject to customary government approvals and is expected to close in the first calendar quarter of 2015.

About ESI, Inc.

ESI’s integrated solutions allow industrial designers and process engineers to control the power of laser light to transform materials in ways that differentiate their consumer electronics, wearable devices, semiconductor circuits and high-precision components for market advantage. ESI’s laser-based manufacturing solutions feature the micro-machining industry’s highest precision and speed, and lowest total cost of ownership. ESI is headquartered in Portland, Ore., with global operations from the Pacific Northwest to the Pacific Rim. More information is available at www.esi.com.

Forward-Looking Statements

This press release includes forward-looking statements about the expected timing of closing and the markets we serve. These forward-looking statements are based on information available to us on the date of this release and we assume no obligation to update these forward-looking statements for any reason. Actual results may differ materially from those in the forward-looking statements. Risks and uncertainties that may affect the forward-looking statements include: the risk that the transaction fails to close; the risk that we fail to successfully integrate the Topwin business.

13900 NW Science Park Drive | Portland, Oregon 97229 | 503.641.4141 | www.esi.com