424B3 1 a2123187z424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-108644

$150,000,000

FEI COMPANY

Zero Coupon Convertible Subordinated Notes due June 15, 2023, First Putable on June 15, 2008,
and the Shares of Common Stock Issuable Upon Conversion of the Notes

This prospectus supplement supplements the prospectus dated October 2, 2003, as supplemented on October 27, 2003, of FEI Company relating to the resale from time to time by selling securityholders of our zero coupon convertible subordinated notes due June 15, 2023, first putable on June 15, 2008, held by certain securityholders and the shares of our common stock issuable upon conversion of the notes.  This prospectus supplement should be read in conjunction with the prospectus, as supplemented, and this prospectus supplement is qualified by reference to the prospectus, as supplemented, except to the extent that the information provided by this prospectus supplement supersedes the information contained in the prospectus, as supplemented.

The securities offered in the prospectus involve a high degree of risk.  You should carefully consider the section titled “Risk Factors” beginning on page 4 of the prospectus in determining whether to purchase FEI Company zero coupon convertible subordinated notes due June 15, 2003, first putable on June 15, 2008, and the shares of common stock issuable upon conversion of the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus supplement.  Any representation to the contrary is a criminal offense.

The table captioned “Selling Securityholders” commencing on page 48 of the Prospectus is hereby amended to reflect the following additions:

 

Name

 

Principal Amount at
Maturity of Notes
Beneficially Owned
That May Be Sold ($)

 

Percentage of
Notes Outstanding
(%)

 

Number of Shares of
Common Stock That
May Be Sold (1)

 

Percentage of
Common Stock
Outstanding
(%)

KBC Convertible Arbitrage Fund

 

5,070,000

 

3.4

 

186,864

 

*

 

 

 

 

 

 

 

 

 

KBC Convertible MAC 28 Fund

 

980,000

 

*

 

36,119

 

*

 

 

 

 

 

 

 

 

 

KBC Multi-Strategy Arbitrage Fund

 

730,000

 

*

 

26,905

 

*

 

 

 

 

 

 

 

 

 

Melody IAM Ltd.

 

720,000

 

*

 

26,536

 

*

* Less than 1%

(1)          Assumes conversion of all of the holder’s notes at the initial conversion price of $27.132 per share of common stock.  However, this conversion price will be subject to adjustment as described under “Description of Notes — Conversion Rights.”  As a result, the amount of common stock issuable upon conversion of the notes may increase or decrease in the future.

 

The date of this prospectus supplement is November 19, 2003.