-----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, TTnY9vXFp3qkarhDR6elsrs21n5nFlIBF2/3MyUhA+TAz9u2u/eD3YgkvetTxfOa ZAF4zt0H+ete1wagw7t17Q== 0000837913-01-500041.txt : 20010817 0000837913-01-500041.hdr.sgml : 20010817 ACCESSION NUMBER: 0000837913-01-500041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20010816 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENUS INC CENTRAL INDEX KEY: 0000837913 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942790804 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17139 FILM NUMBER: 1716719 BUSINESS ADDRESS: STREET 1: 1139 KARLSTAD DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089-2117 BUSINESS PHONE: 4087477120 MAIL ADDRESS: STREET 1: 1139 KARLSTAD DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089-2117 8-K 1 doc1.txt 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 AUGUST 16, 2001 --------------- Date of Report (Date of earliest event reported) GENUS, INC. ----------- (Exact name of registrant as specified in its charter) CALIFORNIA ---------- (State or other jurisdiction of incorporation or organization) 000-17139 94-2790804 --------- ---------- Commission File Number (I.R.S. Employer Identification Number) 1139 Karlstad Drive Sunnyvale, CA 94089 ------------------- (Address of principal executive offices) (408) 747-7120 -------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On May 31, 2001 Genus, Inc. filed Form S-3. On July 20, 2001, August 7, 2001, and August 15, 2001 the Company filed Amendments No. 1, 2, and 3 respectively to the Form S-3. The information that is set forth in the Registrant's Press Releases dated June 7, 2001, June 14, 2001, June 19, 2001, August 1, 2001, August 2, 2001, August 8, 2001 and August 9, 2001 is incorporated and attached herein as Exhibits 99.1 to 99.7 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press release of Genus, Inc. dated June 7, 2001 99.2 Press release of Genus, Inc. dated June 14, 2001 99.3 Press release of Genus, Inc. dated June 19, 2001 99.4 Press release of Genus, Inc. dated August 1, 2001 99.5 Press release of Genus, Inc. dated August 2, 2001 99.6 Press release of Genus, Inc. dated August 8, 2001 99.7 Press release of Genus, Inc. dated August 9, 2001 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 hereunder duly authorized. GENUS, INC. Date: August 16, 2001 /s/ Kenneth Schwanda ---------------------- Kenneth Schwanda Vice President of Finance and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ------------ ----------- 99.1 Press release of Genus, Inc. dated June 7, 2001 99.2 Press release of Genus, Inc. dated June 14, 2001 99.3 Press release of Genus, Inc. dated June 19, 2001 99.4 Press release of Genus, Inc. dated August 1, 2001 99.5 Press release of Genus, Inc. dated August 2, 2001 99.6 Press release of Genus, Inc. dated August 8, 2001 99.7 Press release of Genus, Inc. dated August 9, 2001 EX-99.1 3 doc2.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE: GENUS REJECTS PATENT INFRINGEMENT ALLEGATIONS SUNNYVALE, CALIF.-JUNE 7, 2001-Genus, Inc. (Nasdaq: GGNS) rejected patent infringement allegations made in a press release published by ASM International N.V. (ASMI) yesterday, June 6, 2001. ASMI has not officially served Genus with a complaint, nor has Genus seen a copy of such complaint. According to ASMI's press release, they believe Genus is infringing upon two patents held by ASMI for atomic layer deposition (ALD) technology. Tom Seidel, chief technology officer of Genus, stated, "We're very surprised to learn of ASMI's allegations of infringement, especially by way of a press release. We strongly believe these allegations have no merit, as Genus has been extremely diligent in the pursuit of our own ALD intellectual property, and in the development of our ALD commercialization pathways. We have received several patents for atomic layer deposition, and we have taken prior art into consideration. If served with a complaint, we will vigorously assert appropriate defenses." FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements regarding the company's intellectual property rights. These forward-looking statements are subject to a number of risks and uncertainties. These contingencies include but are not limited to potential results of legal challenges by competitors, including ASMI, and general conditions in the semiconductor equipment market and the economy in general. Genus assumes no obligation to update this information. Additional risks and uncertainties are discussed in the Management's Discussion and Analysis of Results of Operations contained in Genus' Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and in subsequently filed quarterly reports on Form 10-Q filed with the SEC. ABOUT GENUS Founded in 1982, Genus, Inc. designs, manufactures and markets capital equipment and deposition processes for advanced semiconductor manufacturing as well as for other, emerging non-semiconductor applications. Genus offers various thin film deposition modules using its own production-proven equipment and processes for both chemical vapor deposition (CVD) and atomic layer deposition (ALD). The deposition processes are used to manufacture integrated circuits for the computer, communications, medical, military, transportation and consumer electronics industries. Genus' customers include semiconductor manufacturers located throughout the United States, Europe and the Pacific Rim including Korea and Japan. Company headquarters are in Sunnyvale, California. For additional information visit Genus' web site at www.genus.com. # # # COMPANY CONTACT: EDITORIAL CONTACT: Debra Scott Dave Richardson Genus, Inc. Positio Tel: (408) 747-7140 Ext. 1407 Tel: (650) 815-1006 Ext.108 dscott@genus.com dave@positiopr.com EX-99.2 4 doc3.txt EXHIBIT 99.2 FOR IMMEDIATE RELEASE: GENUS WINS NEW ALD CUSTOMER IN JAPAN SUNNYVALE, CALIF.-JUNE 14, 2001-Genus, Inc. (Nasdaq: GGNS) announced it has received a purchase order for an atomic layer deposition (ALD) system from the largest DRAM manufacturer in Japan. The Lynx2 ALD tool is scheduled for delivery in the middle of this year and will be used for the development of advanced capacitor applications. "We now have two customers in Japan for our ALD technology," said Bill Elder, Genus chairman and chief executive officer. "This validates our marketing efforts in Japan and we are delighted with our significant progress since establishing our Tokyo office last year." Genus gained its first customer from Japan in March 2001 with an order for a 300mm ALD system to be used for the development of high-k gate stack structures. With this new order, Genus' customer count is seven, an increase of 133 percent over the three customers Genus had at year-end 2000. The company is aiming to have eight to 10 total customers by the end of 2001. ABOUT GENUS Founded in 1982, Genus, Inc. designs, manufactures and markets capital equipment and deposition processes for advanced semiconductor manufacturing as well as for other, emerging non-semiconductor applications. Genus offers various thin film deposition modules using its own production-proven equipment and processes for both chemical vapor deposition (CVD) and atomic layer deposition (ALD). The deposition processes are used to manufacture integrated circuits for the computer, communications, medical, military, transportation and consumer electronics industries. Genus' customers include semiconductor manufacturers located throughout the United States, Europe and the Pacific Rim including Korea and Japan. Company headquarters are in Sunnyvale, California. For additional information visit Genus' web site at www.genus.com. # # # COMPANY CONTACT: EDITORIAL CONTACT: Debra Scott Dave Richardson Genus, Inc. Positio Tel: (408) 747-7140 Ext. 1407 Tel: (650) 815-1006 Ext.108 dscott@genus.com dave@positiopr.com EX-99.3 5 doc4.txt EXHIBIT 99.3 FOR IMMEDIATE RELEASE: GENUS HIRES TOP DEFENSE COUNSEL FOR PATENT SUIT SUNNYVALE, CALIF.-JUNE 19, 2001-After publicly rejecting patent infringement allegations instigated by ASM International N.V. (ASMI) on June 7, Genus, Inc. (Nasdaq: GGNS) has retained Weil, Gotshal & Manges LLP as its legal counsel in the suit. Genus cited the law firm's industry expertise and formidable track record in intellectual property litigation cases, including success in defending other patent infringement claims made by ASMI, as reasons for hiring the firm. Genus was officially served with the complaint last week, and Genus management is confident in its legal position in the impending lawsuit. In its complaint, ASMI alleges infringement by Genus involving two patents relating to atomic layer deposition (ALD) processes. Genus has been granted three patents involving ALD technology. "We wanted to have top legal counsel in order to protect our intellectual property and to mount a vigorous defense for Genus," said Bill Elder, chairman and CEO of Genus. FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements regarding the company's intellectual property rights. These forward-looking statements are subject to a number of risks and uncertainties. These contingencies include but are not limited to potential results of legal challenges by competitors, including ASMI, and general conditions in the semiconductor equipment market and the economy in general. Genus assumes no obligation to update this information. Additional risks and uncertainties are discussed in the Management's Discussion and Analysis of Results of Operations contained in Genus' Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and in subsequently filed quarterly reports on Form 10-Q filed with the SEC. ABOUT GENUS Founded in 1982, Genus, Inc. designs, manufactures and markets capital equipment and deposition processes for advanced semiconductor manufacturing as well as for other, emerging non-semiconductor applications. Genus offers various thin film deposition modules using its own production-proven equipment and processes for both chemical vapor deposition (CVD) and atomic layer deposition (ALD). The deposition processes are used to manufacture integrated circuits for the computer, communications, medical, military, transportation and consumer electronics industries. Genus' customers include semiconductor manufacturers located throughout the United States, Europe and the Pacific Rim including Korea and Japan. Company headquarters are in Sunnyvale, California. For additional information visit Genus' web site at www.genus.com. # # # COMPANY CONTACT: EDITORIAL CONTACT: Debra Scott Dave Richardson Genus, Inc. Positio Tel: (408) 747-7140 Ext. 1407 Tel: (650) 815-1006 Ext.108 dscott@genus.com dave@positiopr.com EX-99.4 6 doc5.txt EXHIBIT 99.4 FOR IMMEDIATE RELEASE: GENUS REPORTS SECOND QUARTER 2001 RESULTS SUNNYVALE, CALIF.-AUGUST 1, 2001-Genus, Inc. (Nasdaq: GGNS) reported financial results for its second quarter ended June 30, 2001. Net sales were $13.7 million, representing a 107 percent increase over the $6.6 million in net sales for the same quarter of 2000. Net loss for the second quarter was $853,000 or $0.04 per share, compared to a net loss of $2.1 million, or $0.11 per share in the same quarter of 2000. For the six months ending June 30, 2001, revenue was $28.0 million, 169 percent higher than the $10.4 million for the first six months of 2000. Net loss for the six months ending June 30, 2001 was $722,000 or $0.04 per share, compared to a net loss of $12.4 million or $0.66 per share for the same period in 2000. "We see many positives in our performance even though we were not profitable this quarter," said Dr. William Elder, chairman and chief executive officer of Genus. "We had approximately $15 million in bookings and a book-to-bill ratio of 1.1, a figure well above the June industry average of 0.54. We also announced orders from two new customers which puts our customer count at seven." As with many companies in the semiconductor equipment business, Genus has been affected by the severity of this downturn. However, the company still expects revenue growth for 2001 as Genus' advanced technology gains greater industry acceptance. Dr. William Elder, along with Kenneth Schwanda, chief financial officer, will expand upon Genus' second quarter results during the scheduled conference call on Wednesday morning. CONFERENCE CALL INFORMATION Genus' Q2 conference call with financial analysts will be held at 8:00 a.m. Pacific Time on Wednesday, August 1, and will be simultaneously webcast to the public. The live webcast will be accessible at www.Genus.com or at ------------- www.companyboardroom.com. Telephone replay of the call will be available at ------------ 402-998-1375 shortly after the actual call and until 6:00 p.m. on Friday, August 3, 2001. An archived copy of the webcast will be available online until August 10, 2001. FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements regarding the company's future financial and business performance. These forward-looking statements are subject to a number of risks and uncertainties. These contingencies include but are not limited to: actual customer orders received by the company, the extent to which ALD technology is accepted by the marketplace, the timing of final acceptance of products by customers, and general conditions in the semiconductor equipment market and the economy in general. Genus assumes no obligation to update this information. Additional risks and uncertainties are discussed in the Management's Discussion and Analysis of Results of Operations contained in Genus' Annual Report on Form 10-K/A for the fiscal year ended December 31, 2000 and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. ABOUT GENUS Founded in 1981, Genus, Inc. designs, manufactures and markets capital equipment and deposition processes for advanced semiconductor manufacturing as well as for other, emerging non-semiconductor applications. Genus offers various thin film deposition modules using its own production-proven equipment and processes for both chemical vapor deposition (CVD) and atomic layer deposition (ALD). The deposition processes are used to manufacture integrated circuits for the computer, communications, medical, military, transportation and consumer electronics industries. Genus' customers include semiconductor manufacturers located throughout the United States, Europe and the Pacific Rim including Korea and Japan. Company headquarters are in Sunnyvale, California. For additional information visit Genus' web site at www.genus.com. EXHIBIT 1 Genus, Inc. Condensed Consolidated Statement of Operations (unaudited) [Omitted -- See Genus Quarterly Report filed on Form 10-Q for the quarter ended June 30, 2001] EXHIBIT 2 Genus, Inc. Condensed Consolidated Balance Sheets (unaudited) [Omitted -- See Genus Quarterly Report filed on Form 10-Q for the quarter ended June 30, 2001] # # # COMPANY CONTACT: EDITORIAL CONTACT: Debra Scott Dave Richardson Genus, Inc. Positio Tel: (408) 747-7140 Ext. 1407 Tel: (650) 815-1006 Ext.108 dscott@genus.com dave@positiopr.com EX-99.5 7 doc6.txt EXHIBIT 99.5 FOR IMMEDIATE RELEASE: GENUS FILES COUNTERCLAIMS AGAINST ASMI FOR PATENT INFRINGEMENT AND ANTITRUST VIOLATIONS SUNNYVALE, CALIF.-AUGUST 2, 2001-Genus, Inc. (Nasdaq: GGNS) yesterday filed counterclaims against ASM International N.V. (Nasdaq: ASMI) charging ASMI with infringing Genus' U.S. Patent 5,294,568, entitled "Method of Selective Etching Native Oxide," and with committing antitrust violations designed to harm the atomic layer deposition (ALD) market. Genus is seeking appropriate damages in connection with the counterclaims. Genus included the claims in its response filed yesterday in the patent infringement case initiated by ASM International N.V. and ASM America. In its court filing, Genus denies ASMI's allegation that Genus infringes two patents that ASMI claims to have acquired. Genus maintains that ASMI's claims based on these patents are improper and that the reimbursement of Genus' attorneys' fees should be awarded. "Genus respects the intellectual property rights of others," said Eddie Lee, executive vice president of advanced technologies, and corporate IP officer at Genus. "We believe that ASMI's allegations are meritless, and we intend to fight them vigorously. At the same time, Genus expects others to respect its intellectual property rights, and play by the rules in the marketplace. Accordingly, we will pursue our counterclaims with equal vigor." FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements regarding the company's intellectual property rights. These forward-looking statements are subject to a number of risks and uncertainties. These contingencies include but are not limited to potential results of legal challenges by competitors, including ASMI, and general conditions in the semiconductor equipment market and the economy in general. Genus assumes no obligation to update this information. Additional risks and uncertainties are discussed in the Management's Discussion and Analysis of Results of Operations contained in Genus' Annual Report on Form 10-K/A for the fiscal year ended December 31, 2000 and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. # # # ABOUT GENUS Founded in 1981, Genus, Inc. designs, manufactures and markets capital equipment and deposition processes for advanced semiconductor manufacturing as well as for other, emerging non-semiconductor applications. Genus offers various thin film deposition modules using its own production-proven equipment and processes for both chemical vapor deposition (CVD) and atomic layer deposition (ALD). The deposition processes are used to manufacture integrated circuits for the computer, communications, medical, military, transportation and consumer electronics industries. Genus' customers include semiconductor manufacturers located throughout the United States, Europe and the Pacific Rim including Korea and Japan. Company headquarters are in Sunnyvale, California. For additional information visit Genus' web site at www.genus.com. COMPANY CONTACT: EDITORIAL CONTACT: Debra Scott Dave Richardson Genus, Inc. Positio Tel: (408) 747-7140 Ext. 1407 Tel: (650) 815-1006 Ext.108 dscott@genus.com dave@positiopr.com EX-99.6 8 doc7.txt EXHIBIT 99.6 FOR IMMEDIATE RELEASE: GENUS BEATS INDUSTRY WITH 1.1 BOOK-TO-BILL RATIO AND CONTINUES GLOBAL GROWTH STRATEGY SUNNYVALE, CALIF.-AUGUST 8, 2001-During its earnings conference call on August 1, 2001, Genus, Inc. (Nasdaq: GGNS) reported a string of successes despite having to report a loss in the second quarter. Amid the bleak semiconductor equipment environment, Genus' quarterly highlights included achieving a book-to-bill ratio of 1.1 for the second quarter -- twice the industry's average - -- and posting $18 million in third quarter backlog. In addition, Genus penetrated a new market for its core technology and more than doubled its customer base from year-end 2000. Genus' bookings in the second quarter included an order for an atomic layer deposition (ALD) system from a new customer in Japan, which is Genus' second ALD customer in the Japanese market. In addition, an existing customer ordered multiple 300mm tungsten systems for delivery in the third quarter. Also in the second quarter, a new Taiwanese customer ordered a tungsten-based Lynx2 deposition tool from Genus for the manufacture of micro-electromechanical (MEMS) devices. "Genus continues to be a bright spot in the semiconductor equipment industry," said Dr. William Elder, chairman and CEO of Genus. "Despite our reported loss and poor visibility in the industry, our second quarter was quite good and we continue to make significant strides forward. We have a global, market-segment strategy and we are executing it to plan." Elder added, "The primary reason why Genus continues to grow during these difficult times is our continued focus on next generation technology. Although our customers are buying little production capability at the moment, they continue to invest in the future, qualifying new technologies for volume manufacturing. Genus is bringing that technology to our customers today." In order to fund its continuing growth, Genus was successful in raising capital in the second quarter with a private placement in the amount of up to $11.5 million. Of that amount, $7 million was received in the sale of common stock and an additional $4.5 million, in warrants, still remains outstanding. During the call, Elder forecast exiting the third quarter with eight customers, and suggested that counting 10 customers by year-end is still a possibility. Key ongoing investments by the company since last year have been critical in achieving Genus' growth targets. Specifically cited were the company's investments in internal demonstration capabilities, production capability and the establishment of a Japanese office. FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements regarding the company's future financial and business performance. These forward-looking statements are subject to a number of risks and uncertainties. These contingencies include but are not limited to: actual customer orders received by the company, actual new customers gained, the extent to which ALD technology is accepted by the marketplace, the timing of final acceptance of products by customers, and general conditions in the semiconductor equipment market and the economy in general. Genus assumes no obligation to update this information. Additional risks and uncertainties are discussed in the Management's Discussion and Analysis of Results of Operations contained in Genus' Annual Report on Form 10-K/A for the fiscal year ended December 31, 2000 and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. # # # ABOUT GENUS Founded in 1981, Genus, Inc. designs, manufactures and markets capital equipment and deposition processes for advanced semiconductor manufacturing as well as for other, emerging non-semiconductor applications. Genus offers various thin film deposition modules using its own production-proven equipment and processes for both chemical vapor deposition (CVD) and atomic layer deposition (ALD). The deposition processes are used to manufacture integrated circuits for the computer, communications, medical, military, transportation and consumer electronics industries. Genus' customers include semiconductor manufacturers located throughout the United States, Europe and the Pacific Rim including Korea and Japan. Company headquarters are in Sunnyvale, California. For additional information visit Genus' web site at www.genus.com. COMPANY CONTACT: EDITORIAL CONTACT: Debra Scott Dave Richardson Genus, Inc. Positio Tel: (408) 747-7140 Ext. 1407 Tel: (650) 815-1006 Ext.108 dscott@genus.com dave@positiopr.com EX-99.7 9 doc8.txt EXHIBIT 99.7 FOR IMMEDIATE RELEASE: GENUS SHIPS FIRST 300MM SYSTEM INTO PRODUCTION ENVIRONMENT SUNNYVALE, CALIF.-AUGUST 9, 2001-Genus, Inc. (Nasdaq: GGNS) this week shipped its first 300mm chemical vapor deposition (CVD) system to a leading semiconductor manufacturer. The Lynx3 system is the first of two systems that were ordered by the customer and will be placed into a production environment. The second system is scheduled for shipment later this quarter. Bill Elder, chairman and CEO of Genus, said, "I applaud the efforts of all contributors at Genus who helped to make this happen. As our first non-beta 300mm CVD system, this is a significant milestone that takes our core tungsten business from 200mm to 300mm production, as well as an important stepping-stone for delivering our 300mm system to the ALD market later this year." "Shipping into production fabs is the most powerful testimony of your product's readiness and ability to compete in the marketplace," said Bob Wilson, executive vice president of worldwide sales at Genus. "We fully expect these shipments to help us build momentum in our sales efforts throughout the world." Genus' Lynx3 300mm deposition tool is designed for robustness and flexibility. It features Genus' proprietary controls and software, and Genus' patented universal process chamber that can be configured for both CVD and ALD processes. # # # ABOUT GENUS Founded in 1981, Genus, Inc. designs, manufactures and markets capital equipment and deposition processes for advanced semiconductor manufacturing as well as for other, emerging non-semiconductor applications. Genus offers various thin film deposition modules using its own production-proven equipment and processes for both chemical vapor deposition (CVD) and atomic layer deposition (ALD). The deposition processes are used to manufacture integrated circuits for the computer, communications, medical, military, transportation and consumer electronics industries. Genus' customers include semiconductor manufacturers located throughout the United States, Europe and the Pacific Rim including Korea and Japan. Company headquarters are in Sunnyvale, California. For additional information visit Genus' web site at www.genus.com. COMPANY CONTACT: EDITORIAL CONTACT: Debra Scott Dave Richardson Genus, Inc. Positio Tel: (408) 747-7140 Ext. 1407 Tel: (650) 815-1006 Ext.108 dscott@genus.com dave@positiopr.com -----END PRIVACY-ENHANCED MESSAGE-----