MKS Instruments Inc – ‘SC 13D’ on 10/11/00 re: Applied Science & Technology Inc

On:  Wednesday, 10/11/00, at 1:34pm ET   ·   Accession #:  950135-0-4548   ·   File #:  5-48095

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Applied Science & Technology Inc.                      8     40K 
 2: EX-99.1     Agreement and Plan of Merger                          59    253K 
 3: EX-99.2     Stockholder Agreement                                  4     18K 

SC 13D   —   Applied Science & Technology Inc.
Document Table of Contents

SC 13D
1st Page of 8
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(a) AND AMENDMENTS
 THERETO FILED PURSUANT TO RULE 13D-2(a)

 UNDER THE SECURITIES EXCHANGE ACT OF 1934
   (AMENDMENT NO. ____)(1)

Applied Science and Technology, Inc.

(Name of Issuer)

 Common Stock, $0.01 par value per share

(Title of Class of Securities)

 038236105

(CUSIP Number)

 Ronald C. Weigner
Vice President and Chief Financial Officer
 MKS Instruments, Inc.
 Six Shattuck Road, Andover, Massachusetts 01810
(978) 975-2350

(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
 Communications)

October 2, 2000 

 (Date of Event Which Requires Filing of This Statement)

       If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is     
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the  
following box. [ ]                                                              

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other     
parties to whom copies are to be sent.                                          

(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which    
would alter disclosures provided in a prior cover page.                         

        The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act but shall be subject to all other provisions of the Act (however, see   
the Notes).                                                                     

SC 13D
2nd Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 2nd
CUSIP NO. 038236105                   13D                            PAGE 2 OF 8

--------------------------------------------------------------------------------
1       NAME OF REPORTING PERSON                                                
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     

MKS Instruments, Inc.                                04-2277512 
--------------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                       
(a)  []                                       
N/A      (b)  []                                                

--------------------------------------------------------------------------------
3       SEC USE ONLY                                                            

--------------------------------------------------------------------------------
4       SOURCE OF FUNDS*                                                        

OO                                                              
--------------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO    
ITEMS 2(d) OR 2(e)                                         []   

N/A                                                             
--------------------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION                                    

Commonwealth of Massachusetts                                   
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY   7      SOLE VOTING POWER             
EACH REPORTING PERSON                                         
WITH                               52,500   
--------------------------------------------------------------------------------
                              8      SHARED VOTING POWER

                                 854,523
--------------------------------------------------------------------------------
                                 9      SOLE DISPOSITIVE POWER

                                52,500
--------------------------------------------------------------------------------
                                   10     SHARED DISPOSITIVE POWER

                             N/A
--------------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            

907,023                                                         
--------------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  
[ ]                                                             

N/A                                                             
--------------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11                        

6.3%                                                            
--------------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*                                               
CO                                                              
--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

SC 13D
3rd Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 3rd
CUSIP NO. 038236105                   13D                            PAGE 3 OF 8

       Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission by MKS Instruments, Inc. that it is the    
beneficial owner of any of the Common Stock referred to herein for purposes of  
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or
for any other purpose, and such beneficial ownership is expressly disclaimed.   

ITEM 1.  SECURITY AND ISSUER.                                                   

                 This statement on Schedule 13D relates to the common stock of
                Applied Science and Technology, Inc., a Delaware corporation
             ("ASTeX" or "Issuer"). The principal executive offices of
       ASTeX are located at 90 Industrial Way, Wilmington,
Massachusetts 01887.                        

ITEM 2.  IDENTITY AND BACKGROUND.                                               

            The name of the corporation filing this statement is MKS
                 Instruments, Inc., a Massachusetts corporation ("MKS"). MKS's
                principal business is to supply gas measurement, control and
              analysis products used in semiconductor and other advanced
         thin-film manufacturing processes. The address of the
            principal executive offices of MKS is Six Shattuck Road,
                Andover, Massachusetts 01810. Set forth on Schedule A is the
          name, residence or business address, present principal
                 occupation or employment and the name, principal business and
                  address of any corporation or other organization in which such
            employment is conducted and citizenship of each of MKS's
            directors and executive officers, as of the date hereof.

                 Neither MKS nor, to MKS's best knowledge, any person named on
               Schedule A hereto is required to disclose legal proceedings
pursuant to Items 2(d) or 2(e).             

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

            Pursuant to an Agreement and Plan of Merger, dated as of
              October 2, 2000 (the "Merger Agreement"), among MKS, Mango
               Subsidiary Corp., a Delaware corporation and a wholly owned
               subsidiary of MKS ("Merger Sub"), and ASTeX and, subject to
           the conditions set forth therein (including approval by
                  stockholders of ASTeX and MKS), Merger Sub will merge with and
                 into ASTeX and ASTeX will become a wholly owned subsidiary of
                MKS (such events constituting the "Merger"). Once the Merger
       is consummated, Merger Sub will cease to exist as a
                corporation and all of the business, assets, liabilities and
                  obligations of Merger Sub will be merged into ASTeX with ASTeX
          remaining as the surviving corporation (the "Surviving
              Corporation"). As a result of the Merger, each outstanding
                share of ASTeX Common Stock, other than shares owned by MKS,
           will be converted into 0.7669 of a share (the "Exchange
               Ratio") of MKS Common Stock, and each outstanding option to
           purchase ASTeX Common Stock will be assumed by MKS. The
                foregoing summary of the Merger is qualified in its entirety
                by reference to the copy of the Merger Agreement included as
                 Exhibit 1 to this Schedule 13D and incorporated herein in its
entirety by this reference.                 

ITEM 4.  PURPOSE OF TRANSACTION.                                                

           (a)-(b) As described in Item 3 above, this statement is
                related to the Merger of Merger Sub with and into ASTeX in a
                 statutory merger pursuant to the Delaware General Corporation
          Law. At the effective time of the Merger, the separate
              existence of Merger Sub will cease to exist and ASTeX will
               continue as the Surviving Corporation and as a wholly owned
                subsidiary of MKS. Holders of outstanding ASTeX Common Stock
will                                        

SC 13D
4th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 4th
CUSIP NO. 038236105                   13D                            PAGE 4 OF 8

                  receive, in exchange for each share of ASTeX Common Stock held
            by them, 0.7669 of a share of MKS Common Stock. MKS will
assume ASTeX's outstanding options.         

               As an inducement to MKS to enter into the Merger Agreement,
                  each of the individuals and the entities set forth on Schedule
     B, each a stockholder of ASTeX (collectively, the
                "Stockholders"), has executed a Stockholder Agreement, dated
                  as of October 2, 2000, with MKS (the "Stockholder Agreement"),
           and, by doing so, has irrevocably appointed MKS as such
                 stockholder's lawful attorney and proxy. Such proxy gives MKS
                 the limited right to vote each of the 854,523 shares of ASTeX
            Common Stock beneficially owned by the Stockholders with
                respect to the adoption and approval of the Merger Agreement
                 and the Merger. The shared voting power with the Stockholders
                  relates to the same 854,523 shares of Issuer Common Stock (the
                 "Shares"). The foregoing summary of the Stockholder Agreement
                is qualified in its entirety by reference to the copy of the
                Stockholder Agreement included as Exhibit 2 to this Schedule
             13D and incorporated herein in its entirety by reference.

                 In exercising its right to vote the Shares as lawful attorney
              and proxy of the Stockholders, MKS (or any nominee of MKS)
                  will be limited, at every ASTeX stockholders meeting and every
                  written consent in lieu of such meeting, to vote the shares in
                 favor of approval of the Merger and the Merger Agreement. The
              Stockholders may vote the Shares on all other matters. The
                 Stockholder Agreement terminates upon the earlier to occur of
                  (i) such date and time as the Merger shall become effective in
          accordance with the terms and provisions of the Merger
           Agreement or (ii) the date of termination of the Merger
Agreement.                                  

(c) Not applicable.                         

                (d) It is anticipated that, upon consummation of the Merger,
           the directors of the Surviving Corporation shall be the
               current directors of Merger Sub. It is anticipated that the
              initial officers of the Surviving Corporation shall be the
                 officers of Merger Sub, until their respective successors are
duly elected or appointed and qualified.    

         (e) Other than as a result of the Merger described in
Item 3 above, not applicable.       

(f) Not applicable.                         

           (g) Upon consummation of the Merger, the Certificate of
             Incorporation of the Merger Sub, as in effect immediately
                  prior to the Merger, shall be the Certificate of Incorporation
            of the Surviving Corporation until thereafter amended as
        provided by the Delaware Law and such Certificate of
                  Incorporation. Upon consummation of the Merger, the By-laws of
                 the Merger Sub, as in effect immediately prior to the Merger,
           shall be the By-laws of the Surviving Corporation until
                  thereafter amended. In addition, the Merger Agreement may have
                  the effect of impeding the acquisition of control of Issuer by
               any person other than MKS. ASTeX will pay MKS a termination
         fee of $9,075,000 if ASTeX enters into an alternative
         transaction in which any person other than MKS or its
            affiliates acquires more than 20% of ASTeX's outstanding
shares.                                     

              (h)-(i) If the Merger is consummated as planned, the ASTeX
                Common Stock will be deregistered under the Act and delisted
from the Nasdaq National Market.            

                (j) Other than as described above, MKS currently has no plan
              or proposals which relate to, or may result in, any of the
                  matters listed in Items 4(a)-(j) of Schedule 13D (although MKS
reserves the right to develop such plans).  

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

SC 13D
5th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 5th
CUSIP NO. 038236105                   13D                            PAGE 5 OF 8

                (a)-(b) In addition to the 52,500 shares of common stock for
                  which MKS has sole voting power and sole dispositive power, as
                  a result of the Stockholder Agreement, MKS may be deemed to be
                  the beneficial owner of an additional 854,523 shares of Issuer
      Common Stock. Such Issuer Common Stock constitutes
              approximately 5.9% of the issued and outstanding shares of
             Issuer Common Stock. Schedule B sets forth the applicable
              information required by Item 2 with respect to each of the
       Stockholders with whom the power to vote is shared.

(c)-(e) Not applicable.                     

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.                                                       

                 John R. Bertucci, the Chairman and Chief Executive Officer of
                  MKS, also serves as a director of ASTeX. Other than the Merger
                  Agreement and the Stockholder Agreement, to the best knowledge
       of MKS, there are no other contracts, arrangements,
                  understandings or relationships (legal or otherwise) among the
                persons or entities listed in Item 2 and between such person
          or entity and any person or entity with respect to any
                 securities of ASTeX, including but not limited to transfer of
         voting of any of the securities, finder's fees, joint
         ventures, loan or option arrangements, puts or calls,
              guarantees of profits, division of profits or loss, or the
giving or withholding of proxies.           

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

  The following documents are filed as exhibits:

                 1.       Agreement and Plan of Merger, dated as of October 2,
                   2000, by and among MKS, Merger Sub and ASTeX.

                2.       Stockholder Agreement, dated as of October 2, 2000,
                    by and among MKS and each of the Stockholders.

SC 13D
6th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 6th
CUSIP NO. 038236105                   13D                            PAGE 6 OF 8

 SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,        
complete and correct.                                                           

DATED: October 11, 2000                                                         

                                 MKS Instruments, Inc.

                                     By: /s/ Ronald C. Weigner
                                         ---------------------
                                     Ronald C. Weigner

                                           Title: Vice President and Chief
                                           Financial Officer

SC 13D
7th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 7th
CUSIP NO. 038236105                   13D                            PAGE 7 OF 8

SCHEDULE A

                                                        [Enlarge/Download Table]


                   NAME                                                 BUSINESS ADDRESS                           
                   ----                                                 ----------------                           
-------------------------------------------------------------------------------------------------------------------
EXECUTIVE OFFICERS OF MKS                                                                                          
-------------------------------------------------------------------------------------------------------------------
                                                                                                                   
John R. Bertucci                                          Six Shattuck Road                                        
Chairman of the Board of Directors and Chief Executive    Andover, MA 01810                                        
Officer                                                                                                            
-------------------------------------------------------------------------------------------------------------------
Peter R. Younger                                          Six Shattuck Road                                        
President and Chief Operating Officer                     Andover, MA 01810                                        
-------------------------------------------------------------------------------------------------------------------
Ronald C. Weigner                                         Six Shattuck Road                                        
Vice President and Chief Financial Officer                Andover, MA 01810                                        
-------------------------------------------------------------------------------------------------------------------
Donald K. Smith                                           Six Shattuck Road                                        
Chief Technology Officer                                  Andover, MA 01810                                        
-------------------------------------------------------------------------------------------------------------------
John J. Sullivan                                          Six Shattuck Road                                        
Executive Vice President of Technology                    Andover, MA 01810                                        
-------------------------------------------------------------------------------------------------------------------
William D. Stewart                                        Six Shattuck Road                                        
Corporate Vice President and General Manager, Pressure    Andover, MA 01810                                        
Measurement & Control Products                                                                                     
-------------------------------------------------------------------------------------------------------------------
Joseph A. Maher, Jr.                                      Six Shattuck Road                                        
Corporate Vice President and General Manager, Pressure    Andover, MA 01810                                        
Measurement & Control Products                                                                                     
-------------------------------------------------------------------------------------------------------------------
Robert D. Klimm                                           Six Shattuck Road                                        
Corporate Vice President and General Manager, Materials   Andover, MA 01810                                        
Delivery & Analysis Products                                                                                       
-------------------------------------------------------------------------------------------------------------------
Leo Berlinghieri                                          Six Shattuck Road                                        
Corporate Vice President, Customer Support Operations     Andover, MA 01810                                        
-------------------------------------------------------------------------------------------------------------------
DIRECTORS OF MKS                                                                                                   
-------------------------------------------------------------------------------------------------------------------
John R. Bertucci                                          See above                                                
-------------------------------------------------------------------------------------------------------------------
Richard S. Chute                                          Hill & Barlow                                            
                                                          1 International Place                                    
                                                          Boston, MA 02110                                         
-------------------------------------------------------------------------------------------------------------------
Owen W. Robbins                                           199 Country Road                                         
                                                          Weston, MA 02193                                         
-------------------------------------------------------------------------------------------------------------------
Robert J. Therrien                                        Brooks Automation                                        
                                                          15 Elizabeth Drive                                       
                                                          Chelmsford, MA 01824                                     
-------------------------------------------------------------------------------------------------------------------
Louis P. Valente                                          44 Concord Road                                          
                                                          Weston, MA 02193                                         
-------------------------------------------------------------------------------------------------------------------
Citizenship of the above named persons:  USA                                                                       


SC 13D
Last Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 8th
CUSIP NO. 038236105                   13D                            PAGE 8 OF 8

SCHEDULE B

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------
                             STOCKHOLDER                                              NO. OF SHARES
---------------------------------------------------------------------------------------------------
                                                                                                   
         Name:  Richard S. Post, Ph.D.                                                   539,550   
         Address:  c/o Applied Science and                                                         
                   Technology, Inc.                                                                
                   90 Industrial Way                                                               
                   Wilmington, MA 01887                                                            
         Principal Business: Chairman and Chief                                                    
                             Executive Officer of                                                  
                             ASTeX                                                                 
         Place of Citizenship:  United States                                                      

---------------------------------------------------------------------------------------------------
         Name:  John M. Tarrh                                                            314,973   
         Address:  c/o Applied Science and                                                         
                         Technology, Inc.                                                          
                         90 Industrial Way                                                         
                         Wilmington, MA 01887                                                      
         Principal Business:  Senior Vice President,                                               
                              Finance, Secretary,                                                  
                              Treasurer and                                                        
                              Director of                                                          
                              ASTeX                                                                
         Place of Citizenship:  United States                                                      

---------------------------------------------------------------------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		10/11/00		6					8-K
		10/2/00		1		5			425,  8-K
									List all Filings