false
0000103145
0000103145
2026-11-02
2026-11-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
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):
November 2, 2026
VEECO
INSTRUMENTS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State
or other jurisdiction
of incorporation) |
0-16244
(Commission
File
Number) |
11-2989601
(IRS
Employer
Identification No.) |
Terminal
Drive, Plainview, New
York 11803
(Address of principal executive offices)
(516)
677-0200
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
VECO |
The
NASDAQ Global
Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01. |
Regulation FD Disclosure. |
On November 2, 2026, Veeco Instruments Inc., a Delaware corporation
(“Veeco” or the “Company”), issued a press release announcing the changes to the closing timeline
described in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
As previously announced, on September 30, 2025, the Company entered
into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Axcelis Technologies, Inc.,
a Delaware corporation (“Axcelis”), and Victory Merger Sub, Inc., Delaware corporation and a direct wholly owned
subsidiary of Axcelis (“Merger Sub”), pursuant to which, subject to the terms and conditions set forth therein, Merger
Sub will be merged with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Axcelis (the “Merger”).
Veeco now expects the Merger to close by the end of the first quarter
of 2027 subject to the satisfaction or waiver of all closing conditions. There can be no assurances that the closing will occur on this
timeline.
The completion of the transactions contemplated by the Merger Agreement
is subject to the satisfaction or waiver of customary closing conditions, including the pending regulatory approval from the State Administration
for Market Regulation of the People’s Republic of China (“SAMR”). The parties continue to work constructively
with SAMR to obtain clearance.
In addition, due to the pending expiry of the current clearance under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the parties plan to promptly
make a new submission under the HSR Act. The closing is also conditioned upon the expiration or early termination of the HSR Act waiting
period for this new submission.
| Item 9.01 |
Financial Statements and Exhibits. |
Exhibits
| Exhibit No. |
Description |
| |
|
| 99.1 |
Press Release, dated November 2, 2026. |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL
document). |
Additional Information About the Potential Transaction and Where
to Find It
In connection with the proposed transaction between Axcelis and Veeco
pursuant to the Merger Agreement, on December 8, 2025, Axcelis filed with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4, as amended on December 29, 2025 (the “Registration Statement”). The
Registration Statement on Form S-4 was declared effective by the SEC on December 31, 2025. Each of Axcelis and Veeco filed
a definitive joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) with the SEC on December 31,
2025 and commenced mailing to their respective stockholders on or about December 31, 2025. Each of Axcelis and Veeco may also file
with or furnish to the SEC other relevant documents regarding the proposed Merger. This Current Report on Form 8-K is not a substitute
for the Joint Proxy Statement/Prospectus or any other document that Axcelis or Veeco has filed or may file with or furnish to the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL
BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders will
be able to obtain free copies of the Joint Proxy Statement/Prospectus and other documents containing important information about Axcelis,
Veeco and the proposed transaction, once such documents are filed with or furnished to the SEC through the website maintained by the
SEC at www.sec.gov. Copies of the documents filed with or furnished to the SEC by Axcelis will be available free of charge on Axcelis’
website at investor.axcelis.com or by contacting Axcelis’ Investor Relations department by email at Investor-Relations@axcelis.com.
Copies of the documents filed with or furnished to the SEC by Veeco will be available free of charge on Veeco’s website at ir.veeco.com
or by contacting Veeco’s Investor Relations department by email at Investorrelations@veeco.com.
No Offer or Solicitation
This document is not intended to and shall not constitute an offer
to purchase or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements included in this document, and any related oral
statements, that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Statements in this document other than historical facts, such as statements pertaining
to: (i) the expected timing of the closing of the Merger, (ii) future industry demand for semiconductors and wafer fabrication
equipment; (iii) future development of regulatory landscape; (iv) Axcelis’ or Veeco’s market position for the future;
(v) forecasts of financial measures for future periods; (vi) long-term financial targets and underlying assumptions; (vii) the
future investment plan for research and development, technology and infrastructure; (viii) future shareholder returns; and (ix) potential
synergies or other benefits of a potential transaction between Axcelis and Veeco, are forward-looking statements.
Any statements that involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases
such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not
anticipate,” “plans,” “budget,” “scheduled,” “forecasts,” “estimates,”
“believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results
“may” or “could,” “would,” “might” or “will” be taken to occur or be achieved)
are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
These forward-looking statements are based on current information and
assumptions and involve a number of risks and uncertainties, including relating to obtaining applicable regulatory, satisfying other closing
conditions to the proposed transaction, the expected tax treatment of the proposed transaction, the expected timing of the proposed transaction
and the integration of the businesses and the expected benefits, cost savings, accretion, synergies and growth to result therefrom. These
risks include, among other things: failure to obtain applicable regulatory approvals in a timely manner or otherwise; failure to satisfy
other closing conditions to the proposed transaction or to complete the proposed transaction on anticipated terms and timing; negative
effects of the announcement of the proposed transaction; risks that the businesses will not be integrated successfully or that the combined
company will not realize expected benefits, cost savings, accretion, synergies and/or growth, or that such benefits may take longer to
realize or may be more costly to achieve than expected; the risk that disruptions from the proposed transaction will harm business plans
and operations; risks relating to unanticipated costs of integration; significant transaction and/or integration costs, or difficulties
in connection with the proposed transaction and/or unknown or inestimable liabilities; restrictions during the pendency of the proposed
transaction that may impact the ability to pursue certain business opportunities or strategic transactions; potential litigation associated
with the proposed transaction; the potential impact of the announcement or consummation of the proposed transaction on Axcelis’,
Veeco’s or the combined company’s relationships with suppliers, customers, employees and regulators; and demand for the combined
company’s products. Actual results may differ materially from those projected in such statements due to various factors, including
but not limited to: economic, political and social conditions in the countries in which Axcelis and Veeco, their respective customers
and suppliers operate; disruption to Axcelis’ and Veeco’s respective manufacturing facilities or other operations, or the
operations of Axcelis’ and Veeco’s respective customers and suppliers, due to natural catastrophic events, health epidemics
or terrorism; ongoing changes in the technology industry, and the semiconductor industry in particular, including future growth rates,
pricing trends in end-markets, or changes in customer capital spending patterns; Axcelis’, Veeco’s and the combined company’s
ability to timely develop new technologies and products that successfully anticipate or address changes in the semiconductor industry;
Axcelis’, Veeco’s and the combined company’s ability to maintain their respective technology advantage and protect their
respective proprietary rights; Axcelis’, Veeco’s and the combined company’s ability to compete with new products introduced
by their respective competitors; Axcelis’, Veeco’s and the combined company’s ability or the ability of their respective
customers to obtain U.S. export control licenses for the sale of certain products or provision of certain services to customers in China.
For other factors that may cause actual results to differ materially
from those projected and anticipated in forward-looking statements in this Current Report on Form 8-K, please refer to Axcelis’
most recent Annual Report on Form 10-K and Veeco’s most recent Annual Report on Form 10-K, and other subsequent filings
with the SEC made by Axcelis and/or Veeco. Unless required by law, we assume no obligation to, and do not currently intend to, update
these forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| November 2, 2026 |
VEECO INSTRUMENTS INC. |
| |
|
| |
By: |
/s/ Kirk Mackey |
| |
Name: |
Kirk Mackey |
| |
Title: |
Vice President, General Counsel |
Exhibit 99.1
Axcelis Technologies and Veeco Instruments Provide
Update on Expected Timing of Merger Closing
Merger now expected to close by the end of the
first quarter of 2027
BEVERLY,
Mass., and PLAINVIEW, N.Y., November 2, 2026 – Axcelis Technologies, Inc. (Nasdaq: ACLS) (“Axcelis”)
and Veeco Instruments Inc. (NASDAQ: VECO) (“Veeco”) today provided an update on the expected timing of the previously disclosed
all-stock merger of Axcelis and Veeco. The companies now expect the transaction to close by the end of the first quarter of 2027, subject
to the satisfaction or waiver of all closing conditions. There can be no assurances that the closing will occur on this timeline.
The completion of the transactions contemplated by the merger agreement
is subject to the satisfaction or waiver of customary closing conditions, including the pending regulatory approval from the State Administration
for Market Regulation of the People’s Republic of China (“SAMR”). The parties continue to work constructively with SAMR
to obtain clearance.
In addition, due to the pending expiry of the current clearance under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the parties plan to promptly make a
new submission under the HSR Act. The closing is also conditioned upon the expiration or early termination of the HSR Act waiting period
for this new submission.
Under the terms of the merger agreement, each share of Veeco common
stock will be converted into the 0.3575 Axcelis shares at closing. Together, the combined company is expected to be well positioned as
a semiconductor equipment leader serving complementary, diversified and expanding end markets.
About Axcelis
Axcelis (Nasdaq:
ACLS), headquartered in Beverly, Mass., has been providing innovative, high-productivity solutions for the semiconductor industry for
over 45 years. Axcelis is dedicated to developing enabling process applications through the design, manufacture and complete life cycle
support of ion implantation systems, one of the most critical and enabling steps in the IC manufacturing process. Learn more about Axcelis
at www.axcelis.com.
About Veeco
Veeco (NASDAQ:
VECO) is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, metal organic chemical vapor deposition
(MOCVD), single wafer etch & clean and lithography technologies play an integral role in the fabrication and packaging of advanced
semiconductor devices. With equipment designed to optimize performance, yield and cost of ownership, Veeco holds leading technology positions
in the markets we serve. To learn more about Veeco's systems and service offerings, visit www.veeco.com.
Additional Information About the Potential Transaction and Where
to Find It
In connection
with the proposed Merger between Axcelis and Veeco pursuant to the Merger Agreement, dated as of September 30, 2025, by and between
Axcelis, Veeco and Victory Merger Sub, Inc., on December 8, 2025, Axcelis filed with the Securities and Exchange Commission
(the “SEC”) a registration statement on Form S-4 (File No. 333-292008), as amended on December 29, 2025 (the
“Registration Statement”). The Registration Statement was declared effective by the SEC on December 31, 2025. Each of
Axcelis and Veeco filed a definitive joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) with the SEC
on December 31, 2025 and commenced mailing to their respective stockholders on or about December 31, 2025. Each of Axcelis
and Veeco may also file with or furnish to the SEC other relevant documents regarding the proposed Merger. This document is not a substitute
for the Joint Proxy Statement/Prospectus or any other document that Axcelis or Veeco has filed or may file with or furnish to the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL
BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders are
able to obtain free copies of the Joint Proxy Statement/Prospectus and other documents containing important information about Axcelis,
Veeco and the proposed Merger through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with or furnished
to the SEC by Axcelis will be available free of charge on Axcelis’ website at investor.axcelis.com or by contacting Axcelis’
Investor Relations department by email at Investor-Relations@axcelis.com. Copies of the documents filed with or furnished to the SEC
by Veeco will be available free of charge on Veeco’s website at ir.veeco.com or by contacting Veeco’s Investor Relations
department by email at Investorrelations@veeco.com.
No Offer or Solicitation
This document is not intended to and shall not constitute an offer
to purchase or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements included in this document, and any related oral
statements, that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Statements in this document other than historical facts, such as statements pertaining
to: (i) the expected timing of the closing of the Merger, (ii) future industry demand for semiconductors and wafer fabrication
equipment; (iii) future development of regulatory landscape; (iv) Axcelis’ or Veeco’s market position for the future;
(v) forecasts of financial measures for future periods; (vi) long-term financial targets and underlying assumptions; (vii) the
future investment plan for research and development, technology and infrastructure; (viii) future shareholder returns; and (ix) potential
synergies or other benefits of a potential transaction between Axcelis and Veeco, are forward-looking statements.
Any statements that involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases
such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not
anticipate,” “plans,” “budget,” “scheduled,” “forecasts,” “estimates,”
“believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results
“may” or “could,” “would,” “might” or “will” be taken to occur or be achieved)
are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
These forward-looking statements are based on current information and
assumptions and involve a number of risks and uncertainties, including relating to obtaining applicable regulatory approvals, satisfying
other closing conditions to the proposed Merger, the expected tax treatment of the proposed Merger, the expected timing of the proposed
Merger and the integration of the businesses and the expected benefits, cost savings, accretion, synergies and growth to result therefrom.
These risks include, among other things: failure to obtain applicable regulatory approvals in a timely manner or otherwise; failure to
satisfy other closing conditions to the proposed Merger or to complete the proposed Merger on anticipated terms and timing; negative effects
of the announcement of the proposed Merger; risks that the businesses will not be integrated successfully or that the combined company
will not realize expected benefits, cost savings, accretion, synergies and/or growth, or that such benefits may take longer to realize
or may be more costly to achieve than expected; the risk that disruptions from the proposed Merger will harm business plans and operations;
risks relating to unanticipated costs of integration; significant Merger and/or integration costs, or difficulties in connection with
the proposed Merger and/or unknown or inestimable liabilities; restrictions during the pendency of the proposed Merger that may impact
the ability to pursue certain business opportunities or strategic transactions; potential litigation associated with the proposed Merger;
the potential impact of the announcement or consummation of the proposed Merger on Axcelis’, Veeco’s or the combined company’s
relationships with suppliers, customers, employees and regulators; and demand for the combined company’s products. Actual results
may differ materially from those projected in such statements due to various factors, including but not limited to: economic, political
and social conditions in the countries in which Axcelis and Veeco, their respective customers and suppliers operate; disruption to Axcelis’
and Veeco’s respective manufacturing facilities or other operations, or the operations of Axcelis’ and Veeco’s respective
customers and suppliers, due to natural catastrophic events, health epidemics or terrorism; ongoing changes in the technology industry,
and the semiconductor industry in particular, including future growth rates, pricing trends in end-markets, or changes in customer capital
spending patterns; Axcelis’, Veeco’s and the combined company’s ability to timely develop new technologies and products
that successfully anticipate or address changes in the semiconductor industry; Axcelis’, Veeco’s and the combined company’s
ability to maintain their respective technology advantage and protect their respective proprietary rights; Axcelis’, Veeco’s
and the combined company’s ability to compete with new products introduced by their respective competitors; Axcelis’, Veeco’s
and the combined company’s ability or the ability of their respective customers to obtain U.S. export control licenses for the sale
of certain products or provision of certain services to customers in China.
For other factors that may cause actual results to differ materially
from those projected and anticipated in forward-looking statements in this press release, please refer to Axcelis’ most recent Annual
Report on Form 10-K and Veeco’s most recent Annual Report on Form 10-K, and other subsequent filings with the SEC made
by Axcelis and/or Veeco. Unless required by law, we assume no obligation to, and do not currently intend to, update these forward-looking
statements.
Axcelis Contacts
Investor
Relations:
David Ryzhik
Senior Vice President and Interim CFO
Telephone: (978) 787-2352
Email: David.Ryzhik@axcelis.com
Media:
Maureen Hart
Senior Director, Corporate & Marketing Communications
Telephone: (978) 787-4266
Email: Maureen.Hart@axcelis.com
Mahmoud Siddig / Andrew Siegel / Greg Klassen
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Veeco Contacts
Investor Relations:
Alex Delacroix
Director, Investor Relations
Telephone: (516) 528 1020
Email: adelacroix@veeco.com
Media:
Brenden Wright
Vice President, Communications & HR Operations
Telephone: (410) 984-2610
Email: bwright@veeco.com
Jim Golden / Ed Hammond / Jack Kelleher
Collected
Strategies | Veeco-CS@collectedstrategies.com
