-----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, SDH/0RlJ9Yz1EqnIu3RlJC5cbiy6S8L1FD8R6gY6qaFi2/7tRHnDs0RRKzneYv6R BDvRUsPw+zlpsINviwo0Aw== 0001047469-99-006504.txt : 19990219 0001047469-99-006504.hdr.sgml : 19990219 ACCESSION NUMBER: 0001047469-99-006504 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990218 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/A SEC ACT: SEC FILE NUMBER: 005-44703 FILM NUMBER: 99545085 BUSINESS ADDRESS: STREET 1: TERMINAL DR CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5163498300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELINGS VIRGIL CENTRAL INDEX KEY: 0001063467 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 112 ROBIN HILL RD CITY: SANTA BARBARA STATE: CA ZIP: 93117 BUSINESS PHONE: 8056838761 MAIL ADDRESS: STREET 1: 4664 VIA CLARICE CITY: SANTA BARBARA STATE: CA ZIP: 93111 SC 13D/A 1 SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* VEECO INSTRUMENTS INC. (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 922417-100 (CUSIP NUMBER) EDWARD H. BRAUN C/O VEECO INSTRUMENTS INC. TERMINAL DRIVE PLAINVIEW, NY 11803 (516) 349-8300 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) COPIES TO: RORY A. GREISS, ESQ. KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP 425 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 836-8000 FEBRUARY 8, 1999 (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 that is the subject of this Schedule 13D, and is filing this schedule because of "240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See ' 13d-7(b) for other parties to whom copies are to be sent. Page 1 of 7 Pages *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). Page 2 of 7 Pages SCHEDULE 13D - --------------------- ----------------- CUSIP No. 922 417-100 Page 3 of 7 Pages - --------------------- ----------------- - ------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Virgil Elings, Ph.D. - ------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / - ------------------------------------------------------------------------------- (3) SEC USE ONLY - ------------------------------------------------------------------------------- (4) SOURCE OF FUNDS - ------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 990,873 shares of Common Stock SHARES -------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH: 990,873 shares of Common Stock -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 990,873 shares of Common Stock - ------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - ------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 6.3% (based on 15,846,697 shares outstanding on February 8, 1999) - ------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON (See Instructions) IN - ------------------------------------------------------------------------------- This Amendment No. 1 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") relating to the common stock, par value $.01 per share (the "Common Stock"), of Veeco Instruments Inc., a Delaware corporation (the "Company"), previously filed by Virgil Elings Ph.D. (the "Reporting Person"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended to read as follows: (a) The Reporting Person may be deemed to beneficially own 990,873 shares of Common Stock, representing approximately 6.3% of the outstanding shares of Common Stock (based on the number of shares of Common Stock outstanding as of February 8, 1999). (b) The Reporting Person holds the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 990,873 shares of Common Stock. (c) During the past sixty (60) days, the Reporting Person: (i) transferred 30,000 shares of Common Stock to Las Positas Park Foundation on January 28, 1999 as a gift for no consideration and (ii) sold 370,000 shares of Common Stock on February 8, 1999 in a public offering of shares registered on a registration statement on Form S-3 filed pursuant to the Securities Act of 1933 for $49.66 per share. Except as set forth above, the Reporting Person does not beneficially own any shares of Common Stock and has not effected any transaction in shares of Common Stock during the preceding 60 days. (d) To the best knowledge of the Reporting Person, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 990,873 shares of Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby amended to add the following information: 1. PURCHASE AGREEMENT. Pursuant to a Purchase Agreement dated February 2, 1999 (the "Purchase Agreement") among the Company, the Reporting Person, certain other selling Page 4 of 7 Pages shareholders (collectively, the "Selling Shareholders"), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation, NationsBanc Montgomery Securities LLC, Salomon Smith Barney Inc. and SoundView Technology Group, Inc. as representatives of certain other underwriters named therein (collectively, the "Underwriters"), the Reporting Person sold to the Underwriters 370,000 shares of Common Stock and granted to the Underwriters the option to purchase 60,000 additional shares of Common Stock to cover any over-allotment at any time on or prior to March 4, 1999. See Exhibit 3. 2. LOCKUP LETTER. Pursuant to a lockup letter delivered to the Underwriters the Reporting Person has agreed, among other things, not to offer or sell any shares of Common Stock or Common Stock equivalents for a period of 90 days from the date of the Purchase Agreement, with limited exceptions. See Exhibit 4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 3. Form of Purchase Agreement, dated February 2, 1999, among the Company, the Selling Shareholders and the Underwriters.* 4. Form of Lockup Letter from the Reporting Person to the Underwriters (included in Exhibit 3).* - -------------------------------- * Incorporated by reference to Exhibit 1.1 to the Company's Registration Statement on Form S-3, (Registration No. 333-70417) filed pursuant to the Securities Act of 1933 on January 29, 1999. Page 5 of 7 Pages 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 as of February 17, 1999 /s/ Virgil Elings ------------------------ Virgil Elings, Ph.D. Page 6 of 7 Pages INDEX TO EXHIBITS PAGE NO. IN SEQUENTIAL NUMBERING EXHIBIT SYSTEM - ------- ------ 3. Form of Purchase Agreement, dated February 2, 1999, among the Company, the Selling Shareholders and the Underwriters.* 4. Form of Lockup Letter from the Reporting Person to the Underwriters (included in Exhibit 3).* - -------------------------------- * Incorporated by reference to Exhibit 1.1 to the Company's Registration Statement on Form S-3, (Registration No. 333-70417) filed pursuant to the Securities Act of 1933 on January 29, 1999. Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----