-----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, OyIZMg3lapFHH4tP4s3thTi4cHbudRlBQiodwNDfeT4rd9I1n5Bq+YUxnToyk95C VdTxZUhGEZa9jA9azUDajg== 0001012870-00-002899.txt : 20000516 0001012870-00-002899.hdr.sgml : 20000516 ACCESSION NUMBER: 0001012870-00-002899 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000515 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VEECO INSTRUMENTS INC CENTRAL INDEX KEY: 0000103145 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 112989601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44703 FILM NUMBER: 636024 BUSINESS ADDRESS: STREET 1: TERMINAL DR CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5163498300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEAGATE TECHNOLOGY INC CENTRAL INDEX KEY: 0000354952 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 942612933 STATE OF INCORPORATION: DE FISCAL YEAR END: 0628 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 920 DISC DR CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 BUSINESS PHONE: 8314386550 MAIL ADDRESS: STREET 1: 920 DISC DRIVE CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ______) VEECO INSTRUMENTS, INC. - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 922417-100 - -------------------------------------------------------------------------------- (CUSIP Number) William L. Hudson Sr. Vice President, General Counsel and Corporate Secretary Seagate Technology, Inc. 920 Disc Drive Scotts Valley, California 95067 (831) 438-6550 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 5, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) - -------------------------------------------------------------------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d.l(b)(3) or (4), check the following box. [_] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting Person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ----------------------- CUSIP NO. 922417-100 - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS OF ABOVE PERSONS (ENTITIES ONLY) Seagate Technology, Inc. 94-2612933 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 1,384,201 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,384,201 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,384,201 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 12 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.9% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 CO - ------------------------------------------------------------------------------ 2 ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D (the "Schedule 13D") relates to the Common Stock, par value $0.01 per share, of Veeco Instruments, Inc. ("Veeco Common Stock"), a Delaware corporation ("Veeco" or "Issuer"). The principal executive offices of Veeco are located at Terminal Drive, Plainview, New York 11803. ITEM 2. IDENTITY AND BACKGROUND. This Statement on Schedule 13D is being filed by Seagate Technology, Inc., a Delaware corporation ("Seagate"). Seagate's principal business is the design, manufacture and sale of rigid magnetic disc drives for use in computer systems. Seagate's principal executive offices are located at 920 Disc Drive, Scotts Valley, California 95066, and its telephone number at that location is (408) 438-6550. The directors and executive officers of Seagate are set forth on Schedule I hereto. Schedule I sets forth the following information with respect to each such person: (a) Name; (b) Business Address (or residence where indicated); (c) Present principal occupation or employment and the name, principal business and address of any corporation or organization in which such employment is conducted. During the last five years, neither Seagate nor any person named in Schedule I attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. All directors and executive officers of Seagate are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares were acquired by Seagate as a result of the merger (the "Merger") on May 5, 2000 of CVC, Inc., a Delaware corporation ("CVC"), with a subsidiary of the Issuer, on the basis of 0.43 shares of Issuer Common Stock for each share of CVC Common Stock owned as of March 20, 2000 (the "Record Date"). -3- ITEM 4. PURPOSE OF TRANSACTION. (a) - (j) Pursuant to the Merger, Seagate received 0.43 shares of Issuer Common Stock for each share of CVC Common Stock beneficially owned by Seagate as of the Record Date. Although Seagate may, at any time and from time to time, purchase or sell shares of the Issuer in public or private transactions, Seagate has no current plan or proposal which relates to, or would result in, any of the actions enumerated in subparagraphs (a) through (j) of Item 4 Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) Seagate beneficially owns 1,384,201 shares of Issuer Common Stock, which shares represent approximately 5.9% of the issued and outstanding shares of Issuer Common Stock (based on the number of shares of issued and outstanding Issuer Common Stock as reported in the Issuer's Form 10-Q as of March 31, 2000). All shares of Issuer Common Stock are held directly by Seagate, and Seagate has sole voting and dispositive power over such shares. (c) To the knowledge of Seagate, no transactions in the class of securities of the Issuer reported herein have been effected during the past sixty days by any person named pursuant to Item 2. (d) To the knowledge of Seagate, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported on herein. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than the Merger Agreement and the exhibits thereto, to the knowledge of Seagate, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Not applicable. -4- SIGNATURE After reasonable 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. Dated: May 15, 2000 SEAGATE TECHNOLOGY, INC. /s/ William L. Hudson --------------------------------------- Signature William L. Hudson Sr. Vice President, General Counsel and Corporate Secretary -5- Schedule I Directors and Executive Officers of Seagate
Name, Address and Business of Corporation or Business or Principal Occupation Organization in Name Residence Address or Employment Which Employed - ------------------------- ------------------------- ---------------------------- ------------------------------ Stephen J. Luczo Seagate Technology, Inc. President, Chief Executive Seagate Technology, Inc. 920 Disc Drive Officer and Chairman of the 920 Disc Drive Scotts Valley, CA 95066 Board of Directors of Scotts Valley, CA 95066 Seagate Software, Inc. Gary B. Filler Seagate Technology, Inc.1389 Co-Chairman of the Board of Seagate Technology, Inc.1389 920 Disc Drive Directors and Financial 920 Disc Drive Scotts Valley, CA 95066 Consultant Scotts Valley, CA 95066 Dr. Kenneth E. Haughton Seagate Technology, Inc. Engineering Consultant Seagate Technology, Inc.1389 920 Disc Drive 920 Disc Drive Scotts Valley, CA 95066 Scotts Valley, CA 95066 Robert A. Kleist Printronix, Inc. President, Chief Executive Printronix, Inc. 17500 Cartwright Road Officer and Director of 17500 Cartwright Road Irvine, CA 92713 Printronix, Inc. Irvine, CA 92713 (a computer printer manufacturer) Lawrence Perlman Ceridian Corporation Co-Chairman of the Board of Ceridian Corporation 8100 34th Avenue South Directors and Chairman of 8100 34th Avenue South Minneapolis, MN 55425-1640 the Board of Directors and Minneapolis, MN 55425-1640 Chief Executive Officer of (an information services Ceridian Corporation and defense electronics company) Thomas P. Stafford Stafford, Burke & Hecker, Vice Chairman of Stafford, Stafford, Burke & Hecker, Inc. Burke & Hecker, Inc. Inc. 1006 Cameron Street 1006 Cameron Street Alexandria, VA 22314 Alexandria, VA 22314 (a consulting firm) Laurel L. Wilkening Seagate Technology, Inc. Independent Consultant Seagate Technology, Inc.1389 920 Disc Drive 920 Disc Drive Scotts Valley, CA 95066 Scotts Valley, CA 95066
-6-
Name, Address and Business of Corporation or Business or Principal Occupation Organization in Name Residence Address or Employment Which Employed - ------------------------- ------------------------- ---------------------------- ------------------------------ Bernardo A. Carballo Seagate Technology, Inc. Executive Vice President, Seagate Technology, Inc. 920 Disc Drive Worldwide Sales, Marketing, 920 Disc Drive Scotts Valley, CA 95066 Product Line Management and Scotts Valley, CA 95066 Customer Service Operations Donald L. Waite Seagate Technology, Inc. Executive Vice President Seagate Technology, Inc. 920 Disc Drive and Chief Administrative 920 Disc Drive Scotts Valley, CA 95066 Officer Scotts Valley, CA 95066 William D. Watkins Seagate Technology, Inc. Executive Vice President Seagate Technology, Inc. 920 Disc Drive and Chief Operating Officer 920 Disc Drive Scotts Valley, CA 95066 Scotts Valley, CA 95066 Townsend H. Porter, Jr. Seagate Technology, Inc. Executive Vice President, Seagate Technology, Inc. 920 Disc Drive Product and Technology 920 Disc Drive Scotts Valley, CA 95066 Development and Chief Scotts Valley, CA 95066 Technical Officer Charles C. Pope Seagate Technology, Inc. Executive Vice President, Seagate Technology, Inc. 920 Disc Drive Finance and Chief Financial 920 Disc Drive Scotts Valley, CA 95066 Officer Scotts Valley, CA 95066 Don G. Colton Seagate Technology, Inc. Executive Vice President, Seagate Technology, Inc. 920 Disc Drive Corporate Quality 920 Disc Drive Scotts Valley, CA 95066 Scotts Valley, CA 95066 Thomas F. Mulvaney Seagate Technology, Inc. Senior Vice President, Seagate Technology, Inc. 920 Disc Drive General Counsel, and 920 Disc Drive Scotts Valley, CA 95066 Corporate Secretary Scotts Valley, CA 95066
-7- -----END PRIVACY-ENHANCED MESSAGE-----