May 06, 1999 11:22
SPEEDFAM IPEC INC files for conv sub notes offering. .
Excerpted from S-2 filed on 05/06 by SPEEDFAM IPEC INC:
SPEEDFAM IPEC INC files for conv sub notes offering. .
SUBJECT TO COMPLETION, DATED ________________, 1999
PROSPECTUS
$115,000,000
INTEGRATED PROCESS EQUIPMENT CORP.
Issuer
SPEEDFAM-IPEC, INC.
Guarantor
6 1/4% Convertible Subordinated Notes Due 2004
IPEC issued the Notes in a private placement in September 1997. This
prospectus will be used by selling securityholders to resell their Notes.
The Notes are unsecured general obligations of IPEC. The Notes are
guaranteed by SpeedFam-IPEC, Inc., the sole shareholder of IPEC, and are
subordinated to all existing and future senior indebtedness of IPEC and
SpeedFam-IPEC.
The Notes mature on September 15, 2004. IPEC may redeem all or a portion of
the Notes on or after September 20, 2000. Holders may require IPEC to repurchase
the Notes upon certain fundamental changes that occur before September 15, 2004.
Holders may convert the Notes at any time prior to maturity or redemption
into the common stock of SpeedFam-IPEC at a conversion rate of 18.2049 shares of
common stock per $1,000 principal amount of Notes, subject to adjustment in
certain events. IPEC pays interest on the Notes twice a year on March 15 and
September 15.
The Notes have been designated for trading on The PORTAL Market. Notes sold
pursuant to this prospectus are not eligible for trading on The PORTAL Market.
On May 4, 1999, the closing price of SpeedFam-IPEC's common stock was $11.125
per share. SpeedFam-IPEC's common stock is quoted on the Nasdaq National Market
under the symbol "SFAM".
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus is dated ________, 1999
(End of Item Excerpt)
THE COMPANY
RECENT DEVELOPMENTS. On April 6, 1999, the shareholders of SpeedFam
International, Inc. and Integrated Process Equipment Corp. approved the merger
of their two companies and related transactions. Pursuant to the merger, IPEC
became a wholly owned subsidiary of SpeedFam and SpeedFam was renamed
SpeedFam-IPEC, Inc. As a result of the merger, holders of regular common and
Class A common stock of IPEC received .71 of one share of SpeedFam-IPEC's common
stock for each IPEC share they owned. Pursuant to the merger, SpeedFam-IPEC
assumed IPEC's outstanding warrants and guaranteed IPEC's 6-1/4% Convertible
Subordinated Notes due September 15, 2004. IPEC's warrants and notes outstanding
as of April 6, 1999 are exercisable for or convertible into, as the case may be,
shares of SpeedFam-IPEC's common stock on an adjusted basis, in accordance with
the exchange ratio.
(End of Item Excerpt)
USE OF PROCEEDS
IPEC will not receive any of the proceeds from the sale of the Notes by the
selling securityholders.
DESCRIPTION OF NOTES
The Notes are issued under an indenture, dated September 15, 1997, between
IPEC and State Street Bank and Trust Company of California, N.A., as trustee,
and a supplemental indenture, dated April 6, 1999, among IPEC, State Street Bank
and Trust Company of California, N.A., as trustee, and SpeedFam-IPEC, as
guarantor. A copy of the form of indenture and supplemental indenture will be
made available to prospective investors in the Notes upon request to IPEC, and
will be available for inspection during normal business hours at the corporate
trust office of the trustee.
(End of Item Excerpt)
(End of Item Excerpt)
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