-----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, FfHgThXExuNm+QvoJOLBlrIoaBXGhROnJ2e8Ry+aiQh64G+Ujm18A3aNy5CgY8xI FnrN7wzUnSURT6VeCbECYA== 0000849323-97-000010.txt : 19970428 0000849323-97-000010.hdr.sgml : 19970428 ACCESSION NUMBER: 0000849323-97-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970424 ITEM INFORMATION: Other events FILED AS OF DATE: 19970425 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CFM TECHNOLOGIES INC CENTRAL INDEX KEY: 0000849323 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 232298698 STATE OF INCORPORATION: PA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27498 FILM NUMBER: 97587003 BUSINESS ADDRESS: STREET 1: 1336 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 6106968300 MAIL ADDRESS: STREET 1: 1336 ENTERPRISE DRIVE CITY: WEST CHESTER STATE: PA ZIP: 19380 8-K 1 Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) or The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 1997 CFM TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 0-27498 23-2298698 (State of other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of incorporation) 1336 Enterprise Drive West Chester, Pennsylvania 19380 (Address of principal executive offices) (Zip Code) (610) 696-8300 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. On April 25, 1997, the Registrant announced the adoption of a shareholders rights plan, providing for a dividend distribution of one right for each share of the Registrant's common stock to holders as of the close of business on May 9, 1997. The rights will become exercisable only in the event, with certain exceptions, an acquiring party accumulates, or announces an offer to acquire, 20% or more of the Registrant's common stock. The rights will expire on April 24, 2007. Each right will entitle the holder to buy one one-hundredth of a share of a new series of preferred stock at a price of $180. In addition, upon the occurrence of certain events, holders of the rights will be entitled to purchase either the Registrant's common stock or shares in an "acquiring entity" at half of market value. The Registrant will generally be entitled to redeem the rights at $.001 per right at any time until the tenth day following the acquisition of 20% of its common stock. The foregoing description of the shareholder rights plan is qualified by reference to the Rights Agreement, dated April 24, 1997, between the Registrant and American Stock Transfer and Trust Company, as Rights Agent, a copy of which is being filed by the Registrant as an exhibit to its Registration Statement on Form 8-A. Item 7. Financial Statements, Pro Forma Financial Information Exhibits (c) Exhibits. 99.1 Press Release, dated April 24, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. CFM TECHNOLOGIES, INC. By:/s/ Lorin J. Randall Date: April 25, 1997 Lorin J. Randall Vice President - Finance, Secretary & Treasurer EXHIBIT INDEX Number Exhibit 99.1 Press Release, dated April 25, 1997 EX-99 2 PRESS RELEASE FOR: CFM Technologies, Inc. 1381 Enterprise Drive West Chester, PA 19380 610-696-8300 CONTACT: Jeff Randall Chief Financial Officer 610-696-8300 EXT.283 Michele Katz/Jessica Davis/ Elizabeth Marshall Morgen-Walke Associates Press: Lee Foley 212-850-5600 CFM TECHNOLOGIES, INC. ADOPTS SHAREHOLDER RIGHTS PLAN West Chester, PA -- April 25, 1997 -- CFM Techologies, Inc. (Nasdq:CFMT) announced that its Board of Directors adopted a Shareholder Rights Plan designed to protect the Company's shareholders in the event of an attempt to acquire control of the Company on terms which do not deal fairly with all of the Company's shareholders. Terms of the Rights Plan provide for a dividend distribution of one right for each share of common stock of CFM Technologies, Inc. to holders of record at the close of business on May 9, 1997. The rights will become exercisable only in the event, with certain exceptions, an acquiring party accumulates, or announces an offer to acquire, 20% or more of CFM's common stock. The Rights will expire on April 24, 2007. Each right will entitle the holder to buy one one-hundredth of a share of a new series of preferred stock at a price of $180. In addition, upon the occurrence of certain events, holders of the rights will be entitled to purchase either CFM stock or shares in an "acquiring entity" at half of market value. CFM will generally be entitled to redeem the Rights at $.001 per right at any time until the tenth day following the acquisition of 20% of its common stock. Commenting on the Rights Plan, Roger A. Carolin, President and CEO, said that the Board of Directors believes that the Rights Plan represents a sound and reasonable means of safeguarding the interests of shareholders. Mr. Carolin said the plan is similar to those adopted by a number of other companies following favorable rulings by courts in various jurisdictions. Further, Mr. Carolin noted that CFM is not aware of any intent on the part of any potential acquirer to commence a bid for control of the Company. Issuance of the Rights will have no dilutive effect, will not affect reported earnings per share, and will not change the way in which CFM's shares of Common Stock are currently traded. Details of the new Rights Plan will be outlined in a letter to be mailed to shareholders following the record date for the rights dividend. CFM Technologies, Inc. is a leading manufacturer of advanced cleaning equipment for the semiconductor and flat panel display industries. Its systems provide superior contamination control and processing capabilities using a totally enclosed processing chamber. Watermarks and other drying defects are eliminated through CFM's Direct-DisplaceTM IPA vapor drying technology. CFM historically has invested in technical innovations to lower cost of ownership for advanced wet processing systems. -----END PRIVACY-ENHANCED MESSAGE-----