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

Date of Report (Date of earliest event reported) January 23, 2002

FSI International, Inc.
(Exact name of registrant as specified in its charter)

Minnesota	0-17276	41-1223238
(State or other jurisdiction)	(Commission File Number)	(IRS Employer
of incorporation		Identification No.)
3455 Lyman Boulevard
Chaska, Minnesota		55318
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (952) 448-5440

TABLE OF CONTENTS

Item 9. Regulation FD Disclosure

     On January 23, 2002, the Company held its Annual Shareholders Meeting (“Meeting”) in Chaska, Minnesota and the following contains certain of the slides from the Meeting and the script from which certain Company officials presented at the Meeting and which the Company is filing pursuant to Regulation FD:

Greeting

• Good afternoon and welcome to FSI’s 2002 Annual Meeting

• I am Don Mitchell, Chairman and CEO of FSI, and I will preside over the meeting.

• I now call this meeting to order. Before we turn to the official business of today’s meeting, which will be followed by a business overview from the Company’s management, I would like to introduce our board of directors. For those directors that are present, please stand as I call your name.

1

• Today is a significant milestone in the Company’s history. Effective today, Joel Elftmann is retiring as Chairman of our Board, after founding the Company almost 30 years ago. Unfortunately Joel could not be with us today.

• For many years Joel was the heart and soul of FSI.

• The company’s growth was largely due to his vision and willingness to pursue opportunities others may have feared. It was through Joel’s entrepreneurial spirit that FSI expanded into new markets and became a recognized global equipment supplier.

• Known for his style of “management by walking around,” employees appreciated a leader as comfortable on the shop floor as in the executive offices. Employees, customers and suppliers will remember him as their advocate.

• On behalf of the Board, management, employees and shareholders, and speaking as a member of the SEMI board, I would like to thank him for his considerable efforts on behalf of the Company and the industry.

2

• I will now turn to the official business of today’s meeting.

• Bruce Hartney of ComputerShare Investor Services is inspector of the election and will tabulate the voting.

• Luke Komarek, FSI’s General Counsel and Corporate Secretary, will act as secretary of this meeting.

• Mr. Hartney has reported to me that the notice of the meeting was duly and properly mailed.

• The list of shareholders of record is available for inspection during this meeting and has recently been on file at the office of FSI’s corporate secretary.

• A quorum is present and all requirements for calling this meeting have been observed.

• The purpose of our meeting today is to act on the three items described in the proxy materials, as well as to review the progress of the company, and to answer any questions you may have.

• After the meeting, we hope you will join us for refreshments.

• The business items for today’s meeting are:

3

• First, to elect two Class III directors for a 3-year term. The nominees are Terrence Glarner and Charles Wofford.

• Second, to act upon a proposal to increase the number of shares outstanding under the FSI International, Inc. 1997 Omnibus Stock Plan.

• And third, to ratify the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending August 31, 2002. Present today from KPMG is Steve Zenz the Engagement Partner. Steve, will you please stand. Thank you Steve.

4

• Shareholders may vote in person or by proxy and have one vote for each share held as of the record date.

• The polls are now open. Is there anyone present who has not turned in a proxy and wishes to vote?

• If so, please raise your hand and your ballot will be collected.

• The meeting is now open for discussion or questions on the three agenda items. Please limit your remarks to these items. There will be an opportunity for questions on other subjects following the voting and management presentations.

• Are there any questions or comments on the business items?

• There being no further discussion, I declare the polls to be closed.

• Mr. Hartney has provided me with his election report.

• There is a quorum present for each business item. The two director nominees have been elected to the Board. The increase in shares under the Company’s Omnibus Stock Plan has been approved and the selection of KPMG as the Company’s auditors for fiscal 2002 has been ratified.

• This concludes the formal business portion of the meeting.

5

• Pat Hollister, the Company’s chief financial officer, and I will review the fiscal 2001 accomplishments and financial results. And I will provide you with an overview of our two businesses and discuss our 2002 goals. At the end of our presentation, management will be available for questions.

• I believe that FSI is positioned better than ever to participate in the growth phase of the next industry cycle.

• We have the products, the technology, the infrastructure and the desire to become one of the top two surface conditioning and microlithography suppliers in the world.

6

• Before proceeding, I would like to advise you of the following:

Under the Securities Reform Act’s Safe Harbor Provision, we will be making forward-looking statements during this presentation. These statements involve various risks and uncertainties. I refer you to our recently filed SEC documents including the latest Annual Report and 10Q in which we discuss risk factors that could affect these forward-looking statements.

7

• FSI has a rich, 28 year history, of providing process equipment to semiconductor manufacturers.

• We supply our process technology to device fabricators in all regions of the world.

• The markets we serve are large and provide FSI with a significant opportunity to grow.

• Our fiscal year ends in August.

• Our 2001 Annual Report and the results for the first quarter of fiscal 2002 are available on our website at www.fsi-intl.com.

8

• FSI consists of two divisions.

• The Microlithography Division is focused on coating silicon wafers with photosensitive materials, curing the materials and developing the film after exposure in a stepper. This process defines the pattern on the wafer.

• Our Surface Conditioning Division produces products that clean the wafers generally before and after film deposition, etch and patterning steps.

• The mix of revenues from each business fluctuates from year to year, however, Surface Conditioning generally represents approximately 60 percent of the total revenue.

• Spare parts and support historically have represented approximately 15-20 percent of total revenues.

9

• The Company maintains worldclass facilities here in Chaska, Minnesota, for the Surface Conditioning business and in Allen, Texas for its Microlithography business.

• During the past two years, as part of our Lean Enterprise initiative, we have successfully consolidated all of our operations into these two facilities.

• Each facility maintains Class 10,000 and 1,000 manufacturing and Class 1 laboratory cleanrooms.

• m•FSI, our joint venture company in Japan, also maintains a Class 1 laboratory for process development and demonstration.

• We believe that we have sufficient clean manufacturing space with these two facilities to ramp revenues to over $600 million. We would however, need to add additional headcount to support that level of business.

10

• Over the past few years the semiconductor industry has started the transition from manufacturing ICs on 200mm diameter wafers to 300mm wafers.

• In fiscal 2001, 14 percent of our shipments were derived from new 300mm products, while 28 percent of our orders were generated from 300mm customers.

• We now have six 300mm customers for each of our businesses, and we expect to further broaden this customer base in FY 2002.

• There are now 10-12 customers that have active pilot and/or production lines for 300mm wafers, in addition, we have product at both Japanese and U.S. industry consortium sites and in the development labs of three other equipment manufacturers.

11

• Despite the rapid deterioration in industry conditions, our fiscal 2001 shipments grew to over $240 million.

• In addition to the facilities consolidation, another goal of our Lean Enterprise initiative was to increase our shipments per employee to over $300,000.

• As you can see from the graphic on your right we achieved this goal.

• A significant amount of credit for this accomplishment goes to our employees. Their dedication to the Lean Enterprise initiative made this possible and is continuing to contribute toward lower product cost and improved organizational efficiency.

12

• We made considerable progress in 2001.

• We introduced new products and processes that significantly expanded the number of available segments now addressed by the Surface Conditioning division.

• We increased our 300mm customer list from 5 to 11 customers.

• Our Lean Enterprise initiative resulted in significant cost reductions to the POLARIS® and ZETA® systems and improved our operational efficiency.

• We responded early and aggressively to the rapid deterioration in industry conditions. We have reduced our workforce by approximately 32 percent during 2001 and also cut other discretionary expenses.

• We are however maintaining our investment in key new product and technology programs, which we believe will contribute to the future growth of our company.

13

• For the next few minutes I will focus my discussion on how the current economic conditions are expected to impact the microelectronics industry over the next several years.

• Historically there has been a strong correlation between GDP and demand for electronics, which incorporate semiconductor devices.

• As you can see from this chart, it is now commonly understood that the current recession began in March 2001.

• As a result of 9-11, Dataquest is now forecasting that the economic recovery will start in earnest in Q2, 2002.

• We share this belief. After 9-11, many of our customers pushed out prospective orders by 4-6 months.

14

• Hit hardest in 2001 by recession and the .com burst were the telecom and PC segments.

• With improving economic conditions, Dataquest is now forecasting second half 2002 growth in these segments and a strong recovery in all market segments in 2003.

• Demand for semiconductors typically lags the electronics recovery by a few months.

• However, led by foundries many of the device manufacturers have started to recognize increased fab utilization rates — although still well below the rates requiring any significant new capacity investment.

15

• Dataquest is forecasting a modest recovery for the semiconductor equipment industry in 2002, followed by much stronger growth in 2003 and 2004.

• The equipment segment typically lags our customers recovery by 3-6 months.

• We believe that our net order rate bottomed in the August quarter of fiscal 2001, and we expect quarterly sequential order improvement in 2002.

• Now I will turn the meeting over to Pat Hollister, who will briefly review our financial performance.

16

• Thank you, Don.

• Good afternoon and thank you for joining us today.

17

• Fiscal 2001 is the first year in which the company reported the transition from historical accounting methods for reporting revenue to our new method based upon the guidance of the Securities and Exchange Commission Staff Accounting Bulletin No. 101 or commonly referred to as SAB 101.

• Under our new policy, we generally recognize revenue when the customer accepts the product rather than at the time of shipment.

• Therefore, even though 2001 shipments were $240 million, we reported SAB 101 revenues of $218 million, which was flat with fiscal 2000, reported on a shipment basis.

18

• One of our strategic objectives has been to strengthen our global presence with a goal to increase our total international revenues to more than 50 percent.

• In 2001, we again achieved this goal with 60 percent of our revenues generated from customers outside of the U.S.

• We believe that the contract or foundry device manufacturers in Asia will lead the next industry recovery.

• Included in the Asia portion of the pie is Japan and the emerging China market where we have expanded our presence.

19

• The equipment industry and FSI have had to manage through an unprecedented decline in orders over the past year.

• During the first quarter of fiscal 2001 industry orders for front-end equipment were $7.1 billion. However, just three quarters later, during the fourth quarter orders had declined 72 percent to $2.0 billion.

• For fiscal 2001 FSI’s net orders declined approximately 70 percent in line with the industry trend.

• This is a difficult environment in which to manage a business. However, I believe that FSI has responded appropriately.

• With the adoption of SAB 101, we began 2002 with $113 million of deferred revenue and backlog.

• Based on improving economic conditions, it appears that net orders bottomed in our August 2001 quarter and will improve sequentially each quarter during 2002.

20

• This chart reflects the revenue smoothing effect that the adoption of SAB 101 had in fiscal 2001 and will have on the first two quarters of fiscal 2002.

• We believe that SAB 101 revenues will be between $38 and $43 million for the second quarter of fiscal 2002 and will bottom in the May quarter.

• On the other hand we believe that shipments bottomed in the November quarter and will also improve sequentially each quarter through fiscal 2002.

• Second quarter 2002 shipments are expected to be approximately $20 million as compared to $15 million in Q1.

21

• The improvements in our operations efficiency were having a favorable impact on our earnings during the 2nd half of 2000 and the 1st half of 2001.

• Despite aggressive cost reduction activities, as quarterly revenues declined in the second half of 2001, so did our earnings.

• We currently expect second quarter of fiscal 2002 gross margins to approximate 26 to 28 percent based upon product mix, anticipated customer acceptances and utilization of manufacturing capacity.

• Based upon the anticipated revenues and gross margins, the company expects a 2002 second quarter loss of between $6.5 and $7.5 million.

22

• As a result of the rapid decline in order activity, FSI was aggressive in responding.

• In addition to reducing our employee base by 32 percent, we

• Implemented salary reductions for all employees along with salary increase deferrals,

• Outsourced non-strategic operations and

• Limited and reduced all discretionary spending

• These actions were taken while maintaining our commitment to our engineering, research and development programs

23

• We have been able to maintain a strong balance sheet despite our industry-induced financial performance the past few quarters.

• We currently have no debt.

• Our current ratio is 2.8 to 1.0 and our book value is $6.90 per share.

• We are focused on managing our key assets such as inventory and receivables.

24

• While it is always important to manage the Company’s assets, it becomes even more important during an industry downturn.

• FSI has made excellent progress the past few years in lowering its days sales outstanding and increasing its inventory turns.

• In both cases, we have out-performed peer companies of similar size.

• In an effort to conserve cash, the company held its investment in plant and equipment to $8.5 million in 2001.

• Generally, the investments we make in plant and equipment relate to placing new products in our development labs and acquiring the analytical equipment needed to demonstrate process performance.

• Our goal is to hold 2002 capital expenditures between $3.0 to $3.5 million.

25

• During 2001, we increased our cash from $42 million at the beginning of the year to $55 million at the end of the year.

• With the cost reduction actions we implemented in mid-December, we believe that we can hold our cash burn rate to $10-$15 million in fiscal 2002 — through the trough of the current industry cycle.

• I believe that we will have sufficient working capital to participate in the industry recovery and to fund our key development programs during 2002.

• Again, thank you for attending.

• I will now turn the meeting back over to Don.

26

• Thank you, Pat.

• During the past few years, FSI made substantial progress on its goal of delivering more applications on fewer platforms and on developing products that can be used for both 200 and 300mm applications.

27

• Now I will provide you with a brief overview of each of our businesses, including:

• The size of the markets we serve.

• The breadth of our customer base.

• The scope of the products and technology we offer.

• And the growth strategies for each of our businesses

28

• On the left is the latest forecast for resist processing equipment from Dataquest. The market declined 31 percent in 2001 and is expected to decline again in 2002 to approximately $1.1 billion before we enter the next growth period.

• This business has three primary competitors including TEL and DNS from Japan, and ASML based in Europe.

• TEL maintains a significant marketshare, but FSI is well positioned to gain marketshare as the industry transitions from 200mm to 300mm wafers.

• Additionally, we are the market leader in the thin film head processing segment.

29

• Our customer base continues to grow with three semiconductor manufacturers now using our POLARIS® 3500 System for processing 300mm wafers.

• We supply 100 percent of the track systems for all but one thin film head manufacturer, TDK, located in Japan.

• It is through relationships with other industry leaders that we have been able to demonstrate our “best-in-class” performance.

• We have several POLARIS® 200mm and 300mm Systems in Applied Materials’ EPIC center. This provides an opportunity for customers from all regions of the world to observe the POLARIS® System in operation.

• Despite ASML’s acquisition of the SVG track business, they have stated that they will work with all track suppliers. We have POLARIS® Systems in both of their development facilities, and they use custom designed POLARIS® Systems for performing production and test check out on their advanced steppers.

• Recently we delivered a POLARIS® 3500 to SEMATECH to be used for advanced Deep UV development activities.

• These relationships provide us with good customer exposure as well as process data.

30

• We have 2 primary products — the POLARIS® 2500 and the POLARIS® 3500 Resist Processing Systems.

• Both systems use a proven, common handling and control system.

• We have over 400 POLARIS® platforms installed worldwide.

• Our production proven POLARIS® 3500 Cluster is capable of sub .1 micron processing.

• A key attribute of the POLARIS® Platform is its configurability.

• The systems are modular and can be configured to meet the highly variable requirements of our customers’ process flows.

• The platform’s control system provides customers with a high degree of flexibility and they can run multiple process flows simultaneously, which is very important for non-memory manufacturers.

• One of the division’s core technologies is its ability to uniformly coat wafers with various photosensitive and insulating materials.

• Once the wafer has been coated with a material, the material must be stabilized through a thermal curing process.

• In addition to the demo lab 300mm tools that we have placed, we now have multiple POLARIS® 3500 systems in full production at TI’s advanced 300mm fab in Dallas.

31

• The picture in the upper right hand corner is a cross section of a transistor of which there are millions in a semiconductor device.

• Our customers ability to consistently control the length of the gate oxide determines the speed at which the circuit can be turned on and off.

• We refer to this as CD control or control of their critical dimension.

• The key attribute of the POLARIS platform is its favorable impact on CD control.

• Devices with large CD’s are slower and of less value to the customer.

• While devices with too small CD’s run hot and cause reliability issues.

• The resulting tighter gate control optimizes device speed and therefore generates a higher device selling price for the customer.

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• What enables our superior CD control is our ability to cure the photosensitive material uniformly across the surface of the wafer.

• When coupled with advanced process control software, this attribute results in a 40 percent improvement in CD distribution.

• Our superior CD control ensures a very quick payback on our customers capital investment, by boosting the performance of a larger number of devices.

• As a result, users of the POLARIS® 3500 Platform are now recognizing the cost of ownership and ROI benefits that tighter CD control provides to them.

33

• In summary, our Microlithography business is focused on capturing additional 300mm production accounts and establishing new partnerships to demonstrate the capabilities of this system.

• We are focused on optimizing the advanced process control and integrated metrology capabilities of the system.

• We are also focused on further reducing the platform costs by moving to a “configure to order” production and order fulfillment model.

• We believe that we can expand our marketshare by demonstrating the superior CD control capabilities of the system.

• In addition, our goal is to leverage the POLARIS® Platform for other applications, such as wafer bumping and spin-on insulators.

34

• I will now provide you with an overview of our Surface Conditioning business.

• Based upon the December 2001 Dataquest forecast, the surface conditioning market decreased 17 percent to approximately $1.7 billion in 2001. This market is also expected to decline again in 2002 before entering an expected 3 year recovery cycle.

• The available market represents numerous applications that are provided by more than 20 competitors, dominated by immersion or wet bench manufacturers.

• During 2001, this business introduced new products or applications that significantly expanded the number of market segments in which we participate.

35

• For calendar 2000, FSI was the fastest growing surface conditioning company. We grew over 249 percent, well above the average of all other surface conditioning suppliers.

• We moved from 11th to 4th place in overall marketshare and became the #1 American cleaning company.

• We are also the marketshare leader in Europe.

• Our goal is to be #1 in marketshare globally by the end of calendar 2004.

• This will require that we continue to broaden the number of applications that we can perform on our existing platforms and that we have a successful introduction of our new immersion technology platform.

36

• It is important to understand that there are more cleaning steps than any other process step in device manufacturing.

• No single company offers products that perform all the cleaning applications.

• Our strategy is centered on providing the products and process technologies required to perform all of them.

• We are focused on achieving this by developing the products and technologies both internally and through acquisitions.

37

• With well over 2000 systems installed, we have surface conditioning products in virtually every fab in the world.

• We recently added another new account, which brings our 2002 total to 7.

38

• We are the marketshare leader in providing process technology used for bulk film removal.

• Our ZETA® System can be used for both 200 and 300mm processing.

• This system is capable of running semi-aqueous solvents now being adopted for Back-End-Of-Line cleaning applications. Back-End-of-Line or BEOL are the metal interconnects in the device. Front-End-Of-Line or FEOL is focused on the formation of the transistor.

• This new Back-End-Of-Line application more than doubles our opportunity to provide spray processing systems for post ash and post etch cleaning applications.

• A number of leading semiconductor manufacturers are also using this system for wafer bumping applications

• We have the capability of blending chemicals in-line while independently controlling the temperature and purity to optimize the process performance.

• These chemistries and deionized water are delivered to the wafer’s surface through spray nozzles located on a central spray post and located in the side walls of the process chamber.

• After the chemical reactions are complete, the remaining chemistry and the contaminants are rinsed off with DI water and the wafers are dried using a ramped/programming spinning process.

• The ZETA® system is a very efficient, highly flexible low chemical consumption tool in a very small footprint.

39

• During 2000, this tool dominated the Front-End-Of-Line strip and clean market — and in 2001 was further enhanced when we introduced a new ozone process for Front-End-Of-Line photoresist stripping applications.

• This process has enabled customers to increase throughput while reducing cycle time.

• More importantly it has significantly reduced chemical consumption resulting in a more environmentally friendly processes.

40

• Traditionally Back-End-Of-Line or metal interconnect post-etch and post-ash residue removal was accomplished with using solvents.

• With the introduction of more dilute semi-aqueous solvents, our customers are able to utilize the ZETA® system for both Front-End-Of-Line and Back-End-Of-Line processes.

• Again, this application has reduced chemical consumption and is considerably more environmentally friendly than the traditional solvent chemistry.

41

• One of the fastest growing market segments today is wafer bumping or solder bumping.

• This technology allows wafer manufacturers to package the devices without using metal wires known as wire bonding.

• Our ZETA® system has been adopted by a number of leading device manufacturers for several process steps associated with manufacturing the solder bumps.

• As you can see, we have leveraged the ZETA® platform for multiple applications.

42

• In 2000, we introduced the ANTARES® Single Wafer Processing System.

• This system is capable of delivering a number of single wafer process technologies.

• The ANTARES® system is also a bridge tool that can process both 200 and 300mm wafers.

• With this platform, we have the ability to combine process technologies previously delivered by three separate products.

• This animation shows the configurability of the ANTARES® System, which can be purchased with up to 3 modules, depending on the process and throughput requirements of our customer.

• The ANTARES® platform features an atmospheric material handling robot to transfer wafers to and from either atmospheric or vacuum process modules.

• The ANTARES® System, configured with the Cryokinetic Process Module, is now gaining momentum for Back-End-Of-Line copper and low-k cleaning applications.

• Here argon ice crystals are sprayed across the wafer surface to remove particulate matter.

43

• The use of this technology significantly reduces damage to the soft copper interconnect wires and maintains the integrity of the insulator film.

• Conversely, conventional wet processes degrade the dielectric properties of these new generations of all “Cu” devices as illustrated in the chart on the right.

44

• This chart depicts a typical flow for a copper low-k dual damascene process. A new process gaining favor in the industry.

• Advanced logic devices may have 7 or more metal interconnect layers.

• Many device manufacturers are now transitioning from aluminum to copper interconnects.

• As you can see, both FSI ZETA® BE System and ANTARES® CX System can be used extensively throughout this process flow.

• We expect to broaden our customer base for these applications during 2002.

45

• I have just reviewed three major new applications for our surface conditioning products. These applications more than doubled our served market.

• We have achieved design wins at key customers for each of these new applications.

46

• So far, I have described applications for which our batch spray and single wafer technologies are used.

• The largest segment of the surface conditioning market is the critical clean and etch segment representing over 50 percent of the available market.

• These segments are primarily served by immersion also known as wet bench systems, therefore, FSI has had a minimal marketshare for these applications.

• In 1999, we acquired YieldUP, a company with proprietary immersion rinsing and drying technology.

• In 2001, we developed with customer input, a specification for an advanced 300mm immersion system.

• The MAGELLAN™product was unveiled to key customers during SEMICON Japan in December of 2001.

• We will begin shipping this product to beta site customers in the spring and summer of 2002. The MAGELLAN™ will be officially launched at SEMICON West in San Francisco in July.

• This product incorporates FSI’s significant know-how in chemical blending and delivery with the YieldUP STG rinsing and drying technology and advanced process control architecture.

• The MAGELLAN™ will begin contributing to our Surface Conditioning business’ revenue in fiscal 2003.

47

• This graphic shows the unique STG rinsing and drying technology that is incorporated in the MAGELLAN™ Platform.

• The basis of this technology is its ability to dry and remove particles from the surface of the wafer as a result of the surface tension that occurs when the liquid level is lowered in the tank.

• Today we are supplying this technology at the customers request, on an OEM basis, to a number of several leading wet bench manufacturers.

48

• This slide represents how we characterize the surface conditioning market. As you can see, critical clean and etch is the largest portion of the market.

• We are making good progress in developing products and applications in order to enter each of the segments of this growing market place.

• In 2002, we will continue to work toward developing or acquiring technologies to fill the remaining gaps.

49

• In summary, our Surface Conditioning business is focused on penetrating top tier accounts with its batch spray, batch immersion and single wafer technologies.

• We are also focused on broadening the applications base and continuing to expand our long-term partnerships with gas and chemical suppliers, industry consortia and customers.

• Our goal is to optimize the number of applications that we can provide on each platform and reduce the overall number of platforms that we maintain to 3 or 4.

• While developing new applications on our existing platforms, we are focused on successfully introducing our new MAGELLAN™ Immersion System and developing other single wafer products.

50

• This slide compares FSI’s opportunity in a 200 and 300mm fab.

• If a customer were to purchase all of FSI’s primary products for a 200mm fab, our sales opportunity today is approximately $45 million.

• All new 300mm fabs will be fully automated. Therefore our sales opportunity for the same applications approaches $80 million.

• The new BEOL applications represent $18 million of incremental revenue for both 200 and 300mm fabs.

• The new markets for which we are currently introducing products, such as the MAGELLAN™ Immersion System, we believe will provide an additional $25-30 million in revenue opportunity in a 300mm fab.

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• In summary, we expect 300mm production orders and revenues to represent a higher percent of total revenues.

• We believe that all of our products are well-positioned to participate in technology buys now, resulting in capacity buys later.

• Our technology roadmaps have been endorsed by a number of our key customers and we believe position us to address their future needs.

• We have a strong balance sheet that will allow us to participate in the industry recovery.

• As industry conditions improve, our Lean Enterprise initiative will contribute to improved financial leverage.

• I believe that FSI management and employees are aligned for success. All employees have stock options and our collective goal is to create shareholder value.

52

• Thank you for joining us today

• Now the management team will answer any questions that you might have.

• Could you please stand and state your name before you ask your question so that everyone can hear.

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SIGNATURES

     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, thereunto duly authorized.

		FSI INTERNATIONAL, INC.
January 23, 2002	By	/s/ Patricia M. Hollister Chief Financial Officer