SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1 TO
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
INTEVAC, INC.
3560 Bassett Street
Santa Clara, California 95054
securities to be issued under the indenture to be qualified
TITLE OF CLASS
AMOUNT
6½% Convertible Subordinated Notes due 2009
Up to $18,000,000 principal amount
Approximate date of proposed public offering: As soon as practicable following the
qualification of the indenture covered hereby under the Trust Indenture Act of 1939, as
amended.
Name and address of agent for service:
With copies sent to:
Kevin Fairbairn
Intevac, Inc.
3560 Bassett Street
Santa Clara, California 95054
(408) 986-9888
Herbert P. Fockler, Esq.
Michael A. Occhiolini, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
The obligor hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after the filing of a further amendment which specifically states that it shall supersede this amendment; or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Act, may determine upon the written request of the obligor.
SIGNATURE | ||||||||
EXHIBIT INDEX |
EXPLANATORY NOTE
This Amendment No. 1 to Form T-3 is being filed solely for the purposes of adding as an exhibit the supplement to the offering circular, dated May 24, 2002, that amends and supplements the offering circular previously filed and filing a revised form of Indenture amending Section 5.15 of the Indenture to provide that the notice of Automatic Conversion shall also include the Conversion Price at which such Automatic Conversion is to be effected.
Contents of application for qualification . This amendment to the application for qualification comprises:
(a) Pages numbered 1 to 3, consecutively.
(b) The statement of eligibility and qualification on Form T-1 of State Street Bank and Trust Company of California, N.A., as Trustee under the Indenture.(1)
(c) The following exhibits in addition to those filed as a part of the statement of eligibility and qualification of such Trustee:
(1) | Incorporated by reference to Intevacs Form T-3 (file No. 22-28599), filed on May 8, 2002. | |
(2) | Incorporated by reference to Exhibit 3.1 to Intevacs Registration Statement on Form S-1 (File No. 333-05531), filed with the Securities Exchange Commission on June 7, 1996. | |
(3) | Incorporated by reference to Exhibit 3.2 to Intevacs Quarterly Report on Form 10-Q for the quarter ended March 30, 2002, filed on April 30, 2002. | |
(4) | Incorporated by reference to Intevacs Tender Offer Statement on Schedule TO (file No. 5-48450), filed with the Securities and Exchange Commission on May 8, 2002. | |
(5) | Incorporated by reference to Intevacs Amendment No. 1 to Schedule TO, filed on May 24, 2002. |
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Intevac, Inc., a corporation organized and existing under the laws of California, has duly caused this amendment to the application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Santa Clara, and State of California, on the 24th day of May, 2002.
(SEAL) | INTEVAC, INC. | |||
By: |
/s/ KEVIN FAIRBAIRN
|
|||
Name:
Title: |
Kevin Fairbairn
President and Chief Executive Officer |
Attest: |
/s/ CHARLES B. EDDY III
|
||
Name:
Title: |
Charles B. Eddy III
Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary |
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EXHIBIT INDEX
Exhibit
Number |
||||
Exhibit T3A | Amended and Restated Articles of Incorporation of Intevac, as amended.(2) | |||
Exhibit T3B | By-Laws of Intevac.(3) | |||
Exhibit T3C | The Indenture to be dated as of the closing date of the Exchange Offer by and between Intevac and State Street Bank and Trust Company of California, N.A., as Trustee.(5) | |||
Exhibit T3D | Not applicable. | |||
Exhibit T3E | (1) | Supplement to Offering Circular dated as of May 24, 2002.(5) | ||
(2) | Offering Circular dated as of May 8, 2002.(4) | |||
(3) | Letter of Transmittal accompanying the Offering Circular.(4) | |||
(4) | Letter to Clients.(4) | |||
(5) | Letter to Broker-Dealers.(4) | |||
(6) | Notice of Guaranteed Delivery.(4) | |||
(7) | Guidelines for Certification of Taxpayer Identification Number on substitute Form W-9.(4) | |||
(8) | Press Release.(4) | |||
(9) | Investor Presentation.(4) | |||
Exhibit T3F | Cross-reference sheet.(1) |
(1) | Incorporated by reference to Intevacs Form T-3 (file No. 22-28599), filed on May 8, 2002. | |
(2) | Incorporated by reference to Exhibit 3.1 to Intevacs Registration Statement on Form S-1 (File No. 333-05531), filed with the Securities Exchange Commission on June 7, 1996. | |
(3) | Incorporated by reference to Exhibit 3.2 to Intevacs Quarterly Report on Form 10-Q for the quarter ended March 30, 2002, filed on April 30, 2002. | |
(4) | Incorporated by reference to Intevacs Tender Offer Statement on Schedule TO (file No. 5-48450), filed with the Securities and Exchange Commission on May 8, 2002. | |
(5) | Incorporated by reference to Intevacs Amendment No. 1 to Schedule TO, filed on May 24, 2002. |