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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 1
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): July 11, 2002
VEECO INSTRUMENTS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-16244 11-2989601
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
100 SUNNYSIDE BOULEVARD, WOODBURY, NEW YORK 11797
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (516) 677-0200
Not applicable.
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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Veeco Instruments Inc. ("Veeco") is filing this Amended Current Report
on Form 8-K/A to amend the exhibit described in Item 7 below previously filed
with the Securities and Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
On July 11, 2002, Veeco, a Delaware corporation, entered into an
Agreement and Plan of Merger (the "Merger Agreement") by and among Veeco,
Venice Acquisition Corp., an Oregon corporation and wholly owned subsidiary
of Veeco ("Acquisition"), and FEI Company ("FEI"), an Oregon corporation.
Pursuant to the Merger Agreement, Acquisition will merge with and into FEI,
with the result that FEI shall be the surviving corporation and shall become
a wholly-owned subsidiary of Veeco (the "Merger").
On July 12, 2002, Veeco filed with the Securities and Exchange
Commission a Current Report on Form 8-K with respect to the Merger and the
transactions contemplated thereby (the "July 12 8-K"). In connection with the
Merger Agreement, Veeco entered into a Voting Agreement (the "Voting
Agreement"), dated as of July 11, 2002, among Veeco and certain stockholders
of FEI. A copy of the Voting Agreement was filed as Exhibit 2.2 to the July
12, 2002 8-K. This Amended Current Report on Form 8-K/A is being filed solely
to add two FEI stockholders, Jan C. Lobbezoo and Michael J. Attardo, as
signatories to the Voting Agreement, a copy of which has been attached hereto
as Exhibit 2.2.
c. Exhibits
EXHIBIT NO. DESCRIPTION OF DOCUMENT
2.2 Voting Agreement, dated as of July 11, 2002,
between Veeco Instruments Inc. and the
stockholders of FEI Company listed on Schedule
A attached thereto, together with the related
Powers of Attorney and Irrevocable Proxies.
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SIGNATURES
Pursuant to the requirement 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: July 22, 2002
VEECO INSTRUMENTS INC.
(Registrant)
By: /s/ Gregory A. Robbins
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Name: Gregory A. Robbins
Title: Vice President and General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
2.2 Voting Agreement, dated as of July 11, 2002,
between Veeco Instruments Inc. and the
stockholders of FEI Company listed on Schedule
A attached thereto, together with the
related Powers of Attorney and Irrevocable
Proxies.
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