-----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, VSf1mM38OrPsZfimNAmVAd5cd6LVYNfFnYAN9DsRTLFsjYCdjLdabz6F7Oy6lzC0 W37lvsE2z6ZLRfEY3ehhTw== 0000893877-97-000723.txt : 19971216 0000893877-97-000723.hdr.sgml : 19971216 ACCESSION NUMBER: 0000893877-97-000723 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971212 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRO SCIENTIFIC INDUSTRIES INC CENTRAL INDEX KEY: 0000726514 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 930370304 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12853 FILM NUMBER: 97737030 BUSINESS ADDRESS: STREET 1: 13900 NW SCIENCE PARK DR CITY: PORTLAND STATE: OR ZIP: 97229 BUSINESS PHONE: 5036414141 MAIL ADDRESS: STREET 1: 13900 NW SCIENCE PARK DRIVE CITY: PORTLAND STATE: OR ZIP: 97229-5497 8-K 1 FORM 8-K 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) December 1, 1997 ELECTRO SCIENTIFIC INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Oregon 0-12853 93-0370304 - ------------------------------- ----------- ------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File No.) Identification No.) 13900 NW Science Park Dr., Portland, OR 97229 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (503) 641-4141 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) No Change - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Item 2. Acquisition or Disposition of Assets On December 1, 1997, Electro Scientific Industries, Inc. (the "Company") acquired Applied Intelligent Systems, Inc. ("AISI") by means of a merger of Asteroid Merger Corp., a wholly owned subsidiary of the Company, with and into AISI. AISI, a privately held Michigan corporation, provides electronics manufacturers with machine vision solutions for automated process control and visual inspection for the assembly of computer chips and electronic printed circuit boards. The Company issued 1,125,515 shares of its Common Stock to the shareholders of AISI as merger consideration in the transaction. The Company also assumed options held by certain AISI employees, providing for the issuance of up to 274,603 shares of Company Common Stock. AISI will operate as a wholly owned subsidiary of the Company. Item 7. Financial Statements and Exhibits (a) Financial statements of businesses acquired. Financial statements of AISI are not filed because the conditions specified in Rule 1-02(w) of Regulation S-X do not exceed 20 percent. (b) Pro forma financial information. Pro forma financial information is not filed because the conditions specified in Rule 1-02(w) of Regulation S-X do not exceed 20 percent. (c) Exhibits. 2.1 Agreement of Reorganization and Merger (as amended), dated September 29, 1997, by and among the Company, AISI and Asteroid Merger Corp., incorporated by reference to Exhibits 2, 2-A and 2-B to the Company's Registration Statement on Form S-4 (Registration No. 333- 36681). 2 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. Dated: December 11, 1997 ELECTRO SCIENTIFIC INDUSTRIES, INC. By BARRY L. HARMON -------------------------------------- Barry L. Harmon, Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Description - ------- ----------- 2.1 Agreement of Reorganization and Merger (as amended), dated September 29, 1997, by and among the Company, AISI and Asteroid Merger Corp., incorporated by reference to Exhibits 2, 2-A and 2-B to the Company's Registration Statement on Form S-4 (Registration No. 333-36681). The following schedules to the Agreement of Reorganization and Merger have been omitted and will be provided to the Securities and Exchange Commission upon request: Schedule 3.1 Disclosure Schedule Schedule 3.1.2 -Statement of Stock Ownership as of 6/30/97 (Major Shareholders/Directors/Employees/ Others -List of Active Common Stock Ownership -Stock Option Summary as of 6/30/97 Schedule 3.1.5 Investments and Subsidiaries Schedule 3.1.13.2 Employee Benefits and Plans Schedule 3.1.13.3 Employment Manuals Schedule 3.1.13.4 -Compensation (Directors/Officers/ Consultants) -Accrued Vacation/Time Off, 12/31/96, 8/31/97 Schedule 3.1.14 Leased Real Property Since 8/86 Schedule 3.1.15 -Schedule of Active Leased Assets -Fixed Assets as of 8/31/97 -Book Asset Listing by Group (8/31/97) Schedule 3.1.16 Listing and Status of AISI Patents and Trademarks Schedule 3.1.17 Other Agreements Schedule 3.1.19 -List of Insurance Policies -Schedule of Prepaid Insurance Schedule 3.1.20 Permits (None) Schedule 3.1.21 Tax Extensions/Examinations Schedule 3.1.22 Related Parties (Notes for J. Anderson) Schedule 3.1.28 Bank Accounts Schedule 3.1.29 Product Warranty Schedule 3.1.30 Inventory Reconciliation (6/30/97) Schedule 3.1.32 -Order Backlog Report (8/31/97) -Top Ten Customers Schedule 5.3.7 Affiliates to Sign Representation Letters Schedule 5.3.8 Parties to Sign Continuity of Interest Letters -----END PRIVACY-ENHANCED MESSAGE-----