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To: David Aegis who wrote (1214)	10/24/1997 8:28:00 PM
From: Ian@SI	Respond to of 2946

S3 registering 1.4M shares for the Acquisition of Tinsley can be found at: freeedgar.com NOTE: This is the full merger document and is quite large... Description of Tinsley's business is: TINSLEY LABORATORIES, INC. TLI designs, manufactures and sells precision optical components, assemblies and systems to customers in a variety of industries and research endeavors. TLI believes that it is an industry leader in the fabrication of precision aspheric lenses and mirrors. Aspheric lenses, which typically perform the tasks of a number of optical surfaces, permit the design of compact optical systems and assemblies which are critical where space and weight are important factors. Through its wholly-owned subsidiary, Century Precision Industries, Inc. doing business as Century Precision Optics ("Century"), TLI also designs, manufactures, sells and distributes high-quality lenses and related accessories to cinematographers, videographers and film and video rental equipment companies for use with their cameras and cinematography equipment. TLI's precision optical components, assemblies and systems are sold to semiconductor processing equipment manufacturers, color television tube manufacturers, aerospace and military equipment and systems manufacturers, agencies of the United States government, universities and other instrument and equipment manufacturers. Such products are generally designed and produced to meet the customers' 3 specifications as opposed to Century's proprietary products which are sold in the general commercial market. TLI was incorporated in California in 1946. TLI's executive offices are located at 3900 Lakeside Drive, Richmond, California 94806, and its telephone number is (510) 222-8110. ... and some more about SVGL Risk Factors... One of the most critical components of the Micrascan systems are the projection optics, which are primarily manufactured by SVGL. As part of its overall investment in capacity, SVG is increasing SVGL's optical manufacturing floorspace and procuring metrology equipment, and in some instances fabricating test stands. SVG believes that in order for SVGL to attain it goals, it must be successfully reduce the cycle times required to build projection optics and increase the optical manufacturing output.* SVGL--SOLE SOURCE MATERIALS AND COMPONENTS The raw material for a proprietary component of the optical system for the Micrascan is available from only one supplier and SVGL's projected demand will require that supplier to expand its capacity. The supplier has committed to expand its capacity to meet SVGL's projected requirements in exchange for a long-term, non-cancelable supply agreement. The agreement specifies quantities of material that increase over time and the supplier is obligated to create and store certain defined quantities of safety stock. Additionally, a version of SVG's Micrascan III photolithography system utilizes an Excimer laser manufactured in volume by only one supplier. There can be no assurance that either supplier will be able to supply the quantities of material required by SVGL. If either supplier was unable to meet its commitments, SVGL would be unable to manufacture the quantity of systems required to meet the anticipated future demand, which would have a material adverse effect on SVG's business and results of operations.