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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): January 31, 2002
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Commission File No. 0-23621
MKS INSTRUMENTS, INC.
(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 04-2277512
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
SIX SHATTUCK ROAD, ANDOVER, MASSACHUSETTS 01810
(Address of Principal Executive Offices) (Zip Code)
(978) 975-2350
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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This report amends the Registrant's report on Form 8-K, initially
filed on February 12, 2002, to provide financial statements of the business
of Emerson and its subsidiaries operating as the "ENI Division" of Emerson
and its subsidiaries (the "ENI Business") and to provide pro forma combined
consolidated financial information not previously provided.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
Included as Exhibit 99.2 to this Amendment No. 1 on Form 8-K/A, and
incorporated herein by reference, are audited financial statements for
the years ended September 30, 2001, 2000 and 1999 as follows:
Independent Auditors' Report
Combined Balance Sheets as of September 30, 2001 and 2000
Combined Statements of Income for the Years ended September 30, 2001,
2000 and 1999
Combined Statements of Divisional Control and Comprehensive Income for
the Years ended September 30, 2001, 2000 and 1999
Combined Statements of Cash Flow for the Years ended September 30,
2001, 2000 and 1999
Notes to the Combined Financial Statements
(b) Unaudited Pro Forma Financial Information
Included as Exhibit 99.3 to this Amendment No. 1 on Form 8-K/A, and
incorporated herein by reference, are unaudited pro forma combined
consolidated financial statements for the year ended December 31, 2001
as follows:
Unaudited Pro Forma Combined Consolidated Balance Sheet as of
December 31, 2001
Unaudited Pro Forma Combined Consolidated Statement of Operations for
the Year ended December 31, 2001
Notes to the Unaudited Pro Forma Combined Consolidated Financial
Statements
(c) Exhibits
Item No. Description
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+2.1(1) Agreement and Plan of Merger with respect to the
Acquisition of the ENI Business dated October 30,
2001 between the Registrant and Emerson Electric Co.
+4.1(2) Shareholder Agreement dated as of January 31, 2002
among the Registrant and Emerson Electric Co.
23.1 Consent of KPMG LLP
+99.1(2) Press Release dated February 1, 2002 issued by the
Registrant
99.2 Combined Financial Statements as of September 30, 2001 and
2000 and for the Years ended September 30, 2001, 2000 and
1999 and Report of Independent Accountants thereon
99.3 Unaudited Pro Forma Combined Consolidated Financial
Statements as of December 31, 2001 and for the Year ended
December 31, 2001
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+ Previously filed.
(1) Incorporated by reference to the Registrant's Definitive Proxy Statement on
Schedule 14A (Commission File No. 000-23621) filed with the Securities and
Exchange Commission on December 4, 2001.
(2) Incorporated by reference to the Registrant's report on Form 8-K filed with
the Securities and Exchange Commission on February 12, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MKS INSTRUMENTS, INC.
Date: April 15, 2002 By: /s/ Ronald C. Weigner
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Ronald C. Weigner
Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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+2.1 (1) Agreement and Plan of Merger with respect to the Acquisition of
the ENI Business dated October 30, 2001 between the Registrant
and Emerson Electric Co.
+4.1 (2) Shareholder Agreement dated as of January 31, 2002 among the
Registrant and Emerson Electric Co.
23.1 Consent of KPMG LLP
+99.1 (2) Press Release dated February 1, 2002 issued by the Registrant
99.2 Combined Financial Statements as of September 30, 2001 and 2000
and for the Years ended September 30, 2001, 2000 and 1999 and
Independent Auditors' Report thereon
99.3 Unaudited Pro Forma Combined Consolidated Financial Statements as
of December 31, 2001 and for the Year ended December 31, 2001
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+ Previously filed.
(1) Incorporated by reference to the Registrant's Definitive Proxy Statement on
Schedule 14A (Commission File No. 000-23621) filed with the Securities and
Exchange Commission on December 4, 2001.
(2) Incorporated by reference to the Registrant's report on Form 8-K filed with
the Securities and Exchange Commission on February 12, 2002.