1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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): APRIL 20, 2001 COMMISSION FILE NO. 0-23521 MKS INSTRUMENTS, INC. (Exact name of Registrant as specified in its Charter) (978) 975-2350 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
MASSACHUSETTS 04-2277512 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) SIX SHATTUCK ROAD, ANDOVER, MASSACHUSETTS 01810 (Address of principal executive offices) (Zip Code) 2 ITEM 5. OTHER EVENTS STATEMENT OF INCOME DATA OF MKS INSTRUMENTS, INC. On January 26, 2001, MKS Instruments, Inc. (the "Company" or "MKS") completed its previously-announced merger with Applied Science and Technology, Inc. ("ASTeX") by exchanging approximately 11,200,000 shares of its common stock for all of the common stock of ASTeX. Each share of ASTeX was exchanged for 0.7669 shares of the Company's common stock. The merger is being accounted for under the pooling of interests method of accounting. Prior to the merger, MKS reported its results of operations on a calendar quarter and calendar year basis, and ASTeX reported its results of operations on a fiscal quarter and fiscal year basis. The ASTeX fiscal year 2000 ended July 1, 2000, and its quarters in fiscal 2000 ended September 25, 1999, December 25, 1999, March 25, 2000 and July 1, 2000. For historical reporting purposes for periods prior to the merger, MKS will combine its calendar years and quarters with the ASTeX fiscal years and quarters under the pooling of interests method of accounting. For additional analytical purposes, the statement of income data included in this Form 8-K combines the two companies' calendar year 2000 results of operations. This presentation combines the statements of income for the MKS calendar year 2000 and the MKS calendar year 2000 quarters ended March 31, June 30, September 30, and December 31, with the statements of income for the ASTeX calendar year 2000 and the ASTeX calendar year 2000 quarters ended March 25, July 1, September 30, and December 30, respectively. This presentation differs from the Supplemental Consolidated Financial Statements of MKS Instruments, Inc. for the year ended December 31, 2000, in which the merger is accounted for under the pooling of interests method by combining the two companies' fiscal years. The Supplemental Consolidated Financial Statements for the year ended December 31, 2000 combine the MKS fiscal year ended December 31, 2000 with the ASTeX fiscal year ended July 1, 2000. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits
EXHIBIT NUMBER TITLE ------- ----- 99.1 Statement of Income Data of MKS Instruments, Inc. for each of the quarters ended March 31, 2000, June 30, 2000, September 30, 2000 and December 31, 2000, and the year ended December 31, 2000 (unaudited). 3 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 hereunto duly authorized. MKS INSTRUMENTS, INC. /s/ RONALD C. WEIGNER -------------------------------------- Ronald C. Weigner Vice President and Chief Financial Officer Dated: April 20, 2001
1 EXHIBIT 99.1 Statement of Income Data of MKS Instruments, Inc. for each of the quarters ended March 31, 2000, June 30, 2000, September 30, 2000 and December 31, 2000, and the year ended December 31, 2000 (unaudited). MKS and ASTeX Combined Calendar Year 2000 (unaudited) (In thousands, except per share data) NOTE 1 -- In this presentation, the statements of income for the MKS calendar year 2000 and the MKS calendar year 2000 quarters ending March 31, June 30, September 30, and December 31, have been combined with the statements of income for the ASTeX calendar year 2000 and the ASTeX calendar year 2000 quarters ending March 25, July 1, September 30, and December 30.
THREE MONTHS ENDED YEAR ----------------------------------------- ENDED MARCH 31 JUNE 30 SEPT. 30 DEC. 31 DEC. 31 -------- -------- -------- -------- -------- SEE NOTE 1 Net sales.................................... $99,689 $121,797 $128,942 $143,805 $494,233 Cost of sales................................ 55,813 68,768 73,182 84,334 282,097 ------- -------- -------- -------- -------- Gross profit................................. 43,876 53,029 55,760 59,471 212,136 Research and development..................... 8,196 10,171 11,244 12,003 41,614 Selling, general and administrative.......... 15,723 18,213 19,092 21,260 74,288 Amortization of goodwill and acquired intangible assets.......................... 344 707 1,687 2,217 4,955 Purchase of in-process technology............ -- -- 310 -- 310 ------- -------- -------- -------- -------- Operating expenses........................... 24,263 29,091 32,333 35,480 121,167 ------- -------- -------- -------- -------- Income from operations....................... 19,613 23,938 23,427 23,991 90,969 Interest income, net......................... 783 2,048 1,741 1,596 6,168 Other expense (income), net.................. (60) 195 (174) 148 109 ------- -------- -------- -------- -------- Income before income taxes................... 20,456 25,791 25,342 25,439 97,028 Provision for income taxes................... 7,606 9,789 9,594 9,604 36,593 ------- -------- -------- -------- -------- Net income................................... $12,850 $ 16,002 $ 15,748 $ 15,835 $ 60,435 ======= ======== ======== ======== ======== Net income per share - diluted............... $ 0.36 $ 0.43 $ 0.42 $ 0.42 $ 1.62 ======= ======== ======== ======== ======== Weighted average shares outstanding - diluted.................................... 35,741 37,647 37,751 37,728 37,217 Net income before amortization of intangible assets related to acquired businesses, net of income taxes............................ $13,154 $ 16,639 $ 17,045 $ 17,471 $ 64,309 ======= ======== ======== ======== ======== Net income per share before amortization of intangible assets related to acquired businesses, net of income taxes - diluted.................................... $ 0.37 $ 0.44 $ 0.45 $ 0.46 $ 1.73 ======= ======== ======== ======== ========