SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
Intevac, Inc.
(Name of applicant)
3560 Bassett Street
Santa Clara, California 95054
(Address of principal executive
offices)
Securities to be issued under the indenture to
be qualified
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Title of Class
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Amount
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6 1/2% Convertible Subordinated Notes due
2009
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Up to $18,000,000 principal amount
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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.
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Name and address of agent for
service:
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With copies sent to:
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Kevin Fairbairn
Intevac, Inc.
3560 Bassett Street
Santa Clara, California 95054
(408) 986-9888
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Herbert P. Fockler, Esq.
Michael A. Occhiolini, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
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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.
GENERAL
1.
General
Information
.
(a) The Applicant is a corporation.
(b) The Applicant is organized under the
laws of the State of California.
2.
Securities
Act Exemption Applicable
.
Pursuant to the terms set forth in the offering
circular dated May 8, 2002 (the Offering
Circular), a copy of which is filed as Exhibit T3E(1)
hereto, and the related letter of transmittal, a copy of which
is filed as Exhibit T3E(2) hereto (which, together with the
Offering Circular, constitutes the Exchange Offer),
Intevac, Inc. (Intevac or the Applicant
or the Company) has proposed to exchange up to
$18,000,000 of its 6 1/2% Convertible Subordinated Notes
due 2004 (the Existing Notes) for (a) $2,000 in cash
(the Cash Payment), (b) 250 warrants, each
warrant to purchase one share of Intevacs common stock, no
par value, at an exercise price equal $7.50 per share (the
Warrants), and (c) $1,000 principal amount of
6 1/2% Convertible Notes due 2009 (the New
Notes and, together with the Warrants and the Cash
Payment, the Exchange Consideration), for each
$5,000 principal amount of Existing Notes tendered. We will pay
interest on the Existing Notes that are tendered and accepted
for exchange that has accrued to the date of completion of the
exchange. If more than $18,000,000 principal amount of Existing
Notes is submitted under the Exchange Offer, we will select the
Existing Notes to be exchanged
pro rata,
disregarding
fractions, according to the number of Existing Notes tendered by
each holder of Existing Notes and any Existing Notes tendered
but not so selected shall remain outstanding upon completion of
the Exchange Offer. The Exchange Offer is conditioned on at
least $9,000,000 principal amount of Existing Notes being
tendered in the Exchange Offer. The New Notes are to be issued
under the indenture to be qualified hereby (the
Indenture). Intevac will extend the Exchange Offer
to all holders of its outstanding Existing Notes.
As the Exchange Consideration is proposed to be
offered for by Intevac to holder of its Existing Notes
exclusively and solely in exchange for outstanding Existing
Notes, the issuance of the New Notes and the Warrants by Intevac
to the holders participating in the Exchange Offer is exempt
from registration under the Securities Act of 1933, as amended
(the Securities Act), pursuant to the provisions of
Section 3(a)(9) thereof. Intevac will not make any sales of
the New Notes or Warrants (i) other than pursuant to the
terms of the Exchange Offer, or (ii) by or through an
underwriter at or about the same time as the Exchange Offer. No
consideration has been or will be given, directly or indirectly,
to any broker, dealer, salesman, or other person for soliciting
exchanges of the Existing Notes. No holder of the outstanding
Existing Notes has made or will be requested to make any cash
payment to Intevac in connection with the Exchange Offer.
AFFILIATIONS
3.
Affiliates
.
The following table lists (i) the name of
each director and executive officer of Intevac, some of whom may
be deemed to be affiliates of Intevac by virtue of their
positions, and persons owning more than 10% of the
1
voting securities of Intevac, some of whom may be
deemed affiliates by virtue of their ownership of such voting
securities, and (ii) the percentage of voting securities of
Intevac owned by such persons.
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Percentage of Voting
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Name
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Securities Owned(3)(4)
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Norman H. Pond(1)(5)
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9.0
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%
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Kevin Fairburn(1)
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*
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Verle Aebi(1)(6)
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*
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Charles B. Eddy III(1)(7)
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1.4
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%
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Edward Durbin(1)(2)(8)
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46.8
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%
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Robert D. Hempstead(1)(9)
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1.1
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%
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David N. Lambeth(1)(10)
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*
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H. Joseph Smead(1)(2)(11)
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46.7
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%
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Foster City LLC(2)
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46.4
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%
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(1)
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Director and/or Executive Officer See
Item 4.
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(2)
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Principal Owner of Voting Securities
See Item 5.
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(3)
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Except as indicated in the footnotes to this
table and pursuant to applicable community property laws, the
persons named in the table have sole voting and investment power
with respect to all shares of Common Stock.
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(4)
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Percentage of voting securities owned is based
upon the 12,060,003 shares of Common Stock that were
outstanding on April 26, 2002. For each individual, this
percentage includes shares of Common Stock that such individual
has the right to acquire beneficial ownership either currently
or within 60 days of April 26, 2002, including, but
not limited to, upon the exercise of an option or conversion of
convertible debt; however, such Common Stock is not considered
outstanding for the purpose of computing the percentage owned by
any other individual as required by General
Rule 13d-3(d)(1)(i) under the Securities Exchange Act of
1934.
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(5)
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Includes 818,100 shares held by the Norman Hugh
Pond and Natalie Pond Trust DTD 12/23/80; 37,500 shares
plus 60,363 shares issuable upon conversion of Existing
Notes, both held by the Pond 1996 Charitable Remainder Unitrust,
the trustees of which are Norman Hugh Pond and Natalie Pond;
options exercisable for 163,333 shares of Common Stock
outstanding under the Companys 1995 Plan and
11,879 shares issuable upon conversion of Existing Notes.
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(6)
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Includes options exercisable for 40,399 shares of
Common Stock under the 1995 Plan.
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(7)
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Includes 84,141 shares held by the Eddy Family
Trust DTD 02/09/00, whose trustees are Charles Brown Eddy III
and Melissa White Eddy, options exercisable for
70,466 shares of Common Stock under the 1995 Plan and
2,424 shares issuable upon the conversion of Existing Notes.
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(8)
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Includes options exercisable for 32,500 shares of
Common Stock under the 1995 Plan, 47,515 shares issuable
upon conversion of Existing Notes and 5,600,000 shares held by
Foster City LLC. Mr. Durbin is a director of the Company
and a managing member of Foster City. Mr. Durbin disclaims
beneficial ownership in the shares of Common Stock held by
Foster City except to the extent of his pecuniary interest
therein arising from his interest in Foster City.
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(9)
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Includes options exercisable for 134,999 shares
of Common Stock under the 1995 Plan.
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(10)
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Includes options exercisable for 45,000 shares of
Common Stock under the 1995 Plan.
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(11)
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Includes options exercisable for 22,500 shares of
Common Stock under the 1995 Plan and 5,600,000 shares held
by Foster City LLC. Dr. Smead is a director of the Company
and a managing member of Foster City. Dr. Smead disclaims
beneficial ownership in the shares of Common Stock held by
Foster City except to the extent of his pecuniary interest
therein arising from his interest in Foster City.
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2
MANAGEMENT AND CONTROL
4.
Directors
and Executive Officers.
The following table lists the name of each
director and executive officer of Intevac and the office or
offices held by each such person. The address of each person
listed below is c/o Intevac, Inc., 3560 Bassett
Street, Santa Clara, California 95054.
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Name
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Office
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Norman H. Pond
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Chairman of the Board
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Kevin Fairburn
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President, Chief Executive Officer and Director
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Verle Aebi
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President of Photonics Division
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Charles B. Eddy III
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Vice President, Finance and Administration, Chief
Financial Officer, Treasurer and Secretary
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Edward Durbin
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Director
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Robert D. Hempstead(1)
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Director
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David N. Lambeth(1)(2)
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Director
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H. Joseph Smead(2)
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Director
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(1)
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Member of Audit Committee
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(2)
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Member of Compensation Committee
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5.
Principal
Owners of Voting Securities.
The following table lists as of April 26,
2002 (i) the names of persons owning 10 percent or
more of the voting securities of Intevac, (ii) the title of
the classes of voting securities of Intevac owned by such
persons, (iii) the amount of voting securities of Intevac
owned by such persons, and (iv) the percentages of voting
securities of Intevac owned by such persons.
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Col. D
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Col. B
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Percentage of
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Col. A
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Title of
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Col. C
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Voting Securities
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Name and Complete Mailing Address
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Class Owned
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Amount Owned(1)
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Owned(2)
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Foster City LLC
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Common Stock
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5,600,000
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46.4%
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395 Mill Creek Circle
Vail, CO 81657
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Ed Durbin(3)
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Common Stock
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5,682,015
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46.8%
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c/o Intevac, Inc.
3560 Bassett Street,
Santa Clara, California 95054
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H. Joseph Smead(4)
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Common Stock
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5,637,683
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46.7%
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c/o Intevac, Inc.
3560 Bassett Street,
Santa Clara, California 95054
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(1)
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Except as indicated in the footnotes to this
table and pursuant to applicable community property laws, the
persons named in the table have sole voting and investment power
with respect to all shares of Common Stock. The number of shares
owned includes Common Stock of which such individual has the
right to acquire beneficial ownership either currently or within
60 days after April 26, 2002, including, but not
limited to, upon the exercise of an option or conversion of
convertible debt.
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(2)
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Percentage of beneficial ownership is based upon
the 12,060,003 shares of Common Stock that were outstanding
on April 26, 2002. For each individual, this percentage
includes shares of Common Stock of which such individual has the
right to acquire beneficial ownership either currently or within
60 days of April 26, 2002, including, but not limited
to, upon the exercise of an option or conversion of convertible
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3
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debt; however, such Common Stock is not
considered outstanding for the purpose of computing the
percentage owned by any other individual as required by General
Rule 13d-3(d)(1)(i) under the Securities Exchange Act of
1934.
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(3)
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Includes options exercisable for 32,500 shares of
Common Stock under the 1995 Plan, 47,515 shares issuable
upon conversion of Existing Notes and 5,600,000 shares held by
Foster City LLC. Mr. Durbin is a director of the Company
and a managing member of Foster City. Mr. Durbin disclaims
beneficial ownership in the shares of Common Stock held by
Foster City except to the extent of his pecuniary interest
therein arising from his interest in Foster City.
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(4)
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Includes options exercisable for 22,500 shares of
Common Stock under the 1995 Plan and 5,600,000 shares held
by Foster City LLC. Dr. Smead is a director of the Company
and a managing member of Foster City. Dr. Smead disclaims
beneficial ownership in the shares of Common Stock held by
Foster City except to the extent of his pecuniary interest
therein arising from his interest in Foster City.
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UNDERWRITERS
6.
Underwriters.
(a) Not applicable.
(b) Not applicable.
CAPITAL SECURITIES
7.
Capitalization.
(a) The capital stock and debt securities of
Intevac as of April 26, 2002 were as follows:
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Col. A
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Col. B
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Col. C
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Title of Class
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Amount Authorized
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Amount Outstanding
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Common Stock, no par value per share
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50,000,000 shares
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12,060,003 shares
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Undesignated Preferred Stock, no par value per
share
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10,000,000 shares
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0 shares
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6 1/2% Convertible Subordinated Notes due
2004
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$57,500,000
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$37,545,000
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(b) The holders of common stock are entitled
to one vote per share on all matters to be voted upon by the
shareholders. Intevacs board of directors has the
authority to issue any undesignated shares of preferred stock in
one or more series and to fix the price, rights, preferences,
privileges and restrictions of the preferred stock including
dividend rights, dividend rates, conversion rights, voting
rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series or
the designation of such series, without any further vote or
action by the shareholders.
INDENTURE SECURITIES
8.
Analysis of
Indenture Provisions.
The New Notes will be issued under the terms of
the Indenture to be entered into between Intevac and State
Street Bank and Trust Company of California, N.A., as trustee
(the Trustee). The following is a general
description of certain provisions of the Indenture required
under Section 305(a)(2) of the Trust Indenture Act of 1939,
as amended, and the description is qualified in its entirety by
reference to the copy of the Indenture filed as Exhibit T3C
herewith. Capitalized terms used below and not defined herein
have the meanings ascribed to them in the Indenture.
4
(A) Events
of Default; Withholding of Notice of Default.
Each of the following is an Event of Default
under the Indenture:
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(1) default for 30 days in the payment
when due of interest on the New Notes;
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(2) default in payment when due of principal
on the New Notes;
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(3) default in the payment of the Change of
Control Payment in respect of the New Notes on the Change of
Control Payment Date, whether or not such payment is prohibited
by the subordination provisions of the Indenture;
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(4) failure to provide timely notice of a
Change of Control;
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(5) failure for 60 days after notice to
comply with any other covenants and agreements contained in the
Indenture or the New Notes;
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(6) Intevac or one of its subsidiaries
defaults under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by Intevac or any
of its subsidiaries or the payment of which is guaranteed by
Intevac or any of its subsidiaries, whether such indebtedness or
guarantee now exists or is created after the date on which the
exchange notes are first authenticated and issued, which default
(A) is a payment default caused by a failure to pay when
due principal or interest on such indebtedness within the grace
period provided for in such indebtedness (which failure
continues beyond any applicable grace period) or
(B) results in the acceleration of such indebtedness prior
to its express maturity and, in each case, the principal amount
of any such indebtedness, together with the principal amount of
any other such indebtedness under which there has been a payment
default or the maturity of which has been so accelerated,
aggregates $10 million or more;
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(7) Intevac or one of its subsidiaries fails
to pay final judgments aggregating in excess of
$10 million, which judgments are not stayed within
60 days after their entry, other than any judgment as to
which a reputable insurance company has accepted full liability;
and
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(8) certain events of bankruptcy or
insolvency with respect to Intevac or any of its material
subsidiaries.
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The trustee may withhold from holders of the New
Notes notice of any continuing default or event of default if it
determines that withholding notice is in their interest, except
a default or event of default relating to the payment of
principal or interest or premium.
(B) Authentication
and Delivery of Securities; Application of
Proceeds.
Pursuant to the Indenture, two Officers shall
sign the Securities for the Company by manual or facsimile
signature. If an Officer whose signature is on a Security no
longer holds that office at the time the Security is
authenticated, the Security shall nevertheless be valid. A
Security shall not be valid until authenticated by the manual
signature of an authorized officer of the Trustee. The signature
shall be conclusive evidence that the Security has been
authenticated under the Indenture. Upon a written order of the
Company signed by two Officers, the Trustee shall authenticate
the Securities for original issue. The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate
Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so.
Because the Securities are being issued in
exchange for the existing notes, there will be no cash proceeds
from the issuance of the Securities.
(C) Release
of Collateral.
The Securities are not secured by any assets of
Intevac.
5
(D) Satisfaction
and Discharge.
The Indenture shall cease to be of further effect
(subject to certain exceptions) when all outstanding Securities
theretofore authenticated and issued have been delivered to the
Trustee for cancellation and the Company has paid all sums
payable hereunder. Thereupon, the Trustee upon request of the
Company, shall acknowledge in writing the discharge of the
Companys obligations under the Indenture.
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(E)
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Evidence to be Furnished to the Trustee of
Compliance with Conditions and Covenants.
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Intevac shall deliver to the Trustee, within
120 days after the end of each fiscal year of Intevac, an
Officers Certificate stating that a review of the
activities of Intevac and its subsidiaries during the preceding
fiscal year has been made under the supervision of the signing
Officers with a view to determining whether Intevac has kept,
observed, performed and fulfilled its obligations under, and
complied with the covenants and conditions contained in, the
Indenture, and further stating, as to each such Officer signing
such certificate, that to the best of such Officers
knowledge Intevac has kept, observed, performed and fulfilled
each and every covenant, and complied with the covenants and
conditions contained in the Indenture and is not in default in
the performance or observance of any of the terms, provisions
and conditions hereof (or if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge) and that to the best
of such Officers knowledge no event has occurred and
remains in existence by reason of which payments on account of
the principal or of interest on the Securities are prohibited.
One of the Officers signing such Officers
Certificate shall be either the Companys principal
executive officer, principal financial officer or principal
accounting officer.
Intevac will, so long as any of the Securities
are outstanding, deliver to the Trustee, forthwith upon becoming
aware of:
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(i) any Default, Event of Default or default
in the performance of any covenant, agreement or condition
contained in this Indenture; or
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(ii) any event of default under any other
mortgage, indenture or instrument as that term is used in
Section 8.01(f) of the Indenture, an Officers
Certificate specifying such Default, Event of Default or default.
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9.
Other
Obligors.
None.
Contents of application for
qualification.
This application for
qualification comprises:
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(a) Pages numbered 1 to 8, consecutively.
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(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)
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6
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(c) The following exhibits in addition to
those filed as a part of the statement of eligibility and
qualification of such Trustee:
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Exhibit T3A
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Amended and Restated Articles of Incorporation of
Intevac, as amended.(2)
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Exhibit T3B
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By-Laws of Intevac.(3)
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Exhibit T3C
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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.(4)
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Exhibit T3D
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Not applicable.
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Exhibit T3E
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(1) Offering Circular dated as of
May 8, 2002.(4)
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(2) Letter of Transmittal accompanying the
Offering Circular.(4)
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(3) Letter to Clients.(4)
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(4) Letter to Broker-Dealers.(4)
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(5) Notice of Guaranteed Delivery.(4)
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(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute IRS Form W-9.(4)
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(7) Press Release.(4)
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(8) Investor Presentation.(4)
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Exhibit T3F
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Cross-reference sheet.(1)
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(1) Filed herewith.
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(2)
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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.
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(3)
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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.
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(4)
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Incorporated by reference to Intevacs
Tender Offer Statement on Schedule TO, filed with the
Securities and Exchange Commission on May 8, 2002.
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7
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 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 8th day of May, 2002.
(SEAL)
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Name: Kevin Fairburn
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Title: President and Chief Executive
Officer
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Attest:
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/s/ CHARLES B. EDDY III
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Name: Charles B. Eddy III
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Title:
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Vice President, Finance and Administration, Chief
Financial Officer, Treasurer and Secretary
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8
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine
Eligibility of a Trustee Pursuant to
Section 305(b)(2)
þ
State Street Bank and Trust Company of
California,
National Association
(Exact name of trustee as specified in its
charter)
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United States
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06-1143380
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(Jurisdiction of incorporation or
organization if not a U.S. national bank)
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(I.R.S. Employer
Identification No.)
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633 West 5th Street, 12th Floor, Los Angeles,
California 90071
(Address of principal executive offices) (Zip
Code)
Lynda A. Vogel, Senior Vice President and
Managing Director
633 West 5th Street, 12th Floor, Los Angeles,
California 90071
(213) 362-7399
(Name, address and telephone number of agent
for service)
Intevac, Inc.
(Exact name of obligor as specified in its
charter)
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California
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94-3125814
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3560 Bassett Street
Santa Clara, California 95054
(Address of principal executive offices) (Zip
Code)
Exchange Notes
(Type of Securities)
GENERAL
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Item 1.
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General Information.
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Furnish the following information as to the
trustee:
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(a)
Name and address of each examining or
supervisory authority to which it is subject.
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Comptroller of the Currency, Western District
Office, 50 Fremont Street, Suite 3900, San Francisco,
California, 94105-2292
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(b)
Whether it is authorized to exercise
corporate trust powers.
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Trustee is authorized to exercise corporate trust
powers.
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Item 2.
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Affiliations with Obligor.
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If the Obligor is an affiliate of the trustee,
describe each such affiliation.
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|
|
The obligor is not an affiliate of the trustee or
of its parent, State Street Bank and Trust Company.
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(See notes on page 2.)
|
Item 3. through
Item 15. Not
applicable.
|
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Item 16.
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List of Exhibits.
|
List below all exhibits filed as part of this
statement of eligibility.
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1. A copy of the
articles of association of the trustee as now in
effect.
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|
|
A copy of the Articles of Association of the
trustee, as now in effect, is on file with the Securities and
Exchange Commission as an Exhibit with corresponding exhibit
number to the Form T-1 of Western Digital Corporation,
filed pursuant to Section 305(b)(2) of the Trust Indenture
Act of 1939, as amended (the Act), on May 12,
1998 (Registration No. 333-52463), and is incorporated
herein by reference.
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|
|
2. A copy of the
certificate of authority of the trustee to commence business, if
not contained in the articles of association.
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A Certificate of Corporate Existence (with
fiduciary powers) from the Comptroller of the Currency,
Administrator of National Banks is on file with the Securities
and Exchange Commission as an Exhibit with corresponding exhibit
number to the Form T-1 of Western Digital Corporation,
filed pursuant to Section 305(b)(2) of the Act, on
May 12, 1998 (Registration No. 333-52463), and is
incorporated herein by reference.
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|
|
3. A copy of the
authorization of the trustee to exercise corporate trust powers,
if such authorization is not contained in the documents
specified in paragraph (1) or (2), above.
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|
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Authorization of the Trustee to exercise
fiduciary powers (included in Exhibits 1 and 2; no separate
instrument).
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4. A copy of the existing by-laws of the
trustee, or instruments corresponding thereto.
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|
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A copy of the by-laws of the trustee, as now in
effect, is on file with the Securities and Exchange Commission
as an Exhibit with corresponding exhibit number to the
Form T-1 of Western Digital Corporation, filed pursuant to
Section 305(b)(2) of the Act, on May 12, 1998
(Registration No. 333-52463), and is incorporated herein by
reference.
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|
|
5. A copy of each
indenture referred to in Item 4. if the obligor is in
default.
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|
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Not applicable.
|
|
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6. The consents
of United States institutional trustees required by
Section 321(b) of the Act.
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1
|
|
|
The consent of the trustee required by
Section 321(b) of the Act is annexed hereto as
Exhibit 6 and made a part hereof.
|
|
|
7. A copy of the
latest report of condition of the trustee published pursuant to
law or the requirements of its supervising or examining
authority.
|
|
|
A copy of the latest report of condition of the
trustee published pursuant to law or the requirements of its
supervising or examining authority is annexed hereto as
Exhibit 7 and made a part hereof.
|
NOTES
In answering any item of this Statement of
Eligibility which relates to matters peculiarly within the
knowledge of the obligor or any underwriter for the obligor, the
trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims
responsibility for the accuracy or completeness of such
information.
The answer furnished to Item 2. of this
statement will be amended, if necessary, to reflect any facts
which differ from those stated and which would have been
required to be stated if known at the date hereof.
SIGNATURE
Pursuant to the requirements of the Trust
Indenture Act of 1939, as amended, the trustee, State Street
Bank and Trust Company of California, National Association, a
national banking association, organized and existing under the
laws of the United States of America, has duly caused this
statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Los
Angeles, and State of California, on the May 1, 2002.
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|
|
STATE STREET BANK AND TRUST COMPANY
|
|
OF CALIFORNIA, NATIONAL ASSOCIATION
|
|
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|
Name: Joni DAmico
|
|
Title: Vice President
|
2
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of
Section 321(b) of the Trust Indenture Act of 1939, as
amended, in connection with the proposed issuance by Intevac,
Inc. of its Exchange Notes we hereby consent that reports of
examination by Federal, State, Territorial or District
authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
|
|
|
STATE STREET BANK AND TRUST COMPANY
|
|
OF CALIFORNIA, NATIONAL ASSOCIATION
|
|
|
|
|
|
Name: Joni DAmico
|
|
Title: Vice President
|
Dated: May 2, 2002
3
EXHIBIT 7
Consolidated Report of Condition and Income for A
Bank With Domestic Offices Only and Total Assets of Less Than
$100 Million of State Street Bank and Trust Company of
California, a national banking association duly organized and
existing under and by virtue of the laws of the United States of
America, at the close of business March 31, 2002, published
in accordance with a call made by the Federal Deposit Insurance
Corporation pursuant to the required law: 12 U.S.C.
Section 324 (State member banks); 12 U.S.C.
Section 1817 (State nonmember banks); and 12 U.S.C.
Section 161 (National banks).
|
|
|
|
|
|
|
|
|
(Thousands of dollars)
|
|
|
|
ASSETS
|
Cash and balances due from depository
institutions:
|
|
|
|
|
|
Noninterest-bearing balances and currency and coin
|
|
|
9,107
|
|
|
Interest-bearing balances
|
|
|
0
|
|
Securities
|
|
|
0
|
|
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank and its
Edge subsidiary
|
|
|
0
|
|
Loans and lease financing receivables:
|
|
|
|
|
|
Loans and leases, net of unearned income
|
|
|
0
|
|
|
Allowance for loan and lease losses
|
|
|
0
|
|
|
Allocated transfer risk reserve
|
|
|
0
|
|
|
Loans and leases, net of unearned income and
allowances
|
|
|
0
|
|
Assets held in trading accounts
|
|
|
0
|
|
Premises and fixed assets
|
|
|
7
|
|
Other real estate owned
|
|
|
0
|
|
Investments in unconsolidated subsidiaries
|
|
|
0
|
|
Customers liability to this bank on
acceptances outstanding
|
|
|
0
|
|
Intangible assets
|
|
|
0
|
|
Other assets
|
|
|
1,482
|
|
|
|
|
|
|
Total assets
|
|
|
10,596
|
|
|
|
|
|
|
LIABILITIES
|
Deposits:
|
|
|
|
|
|
In domestic offices
|
|
|
0
|
|
|
|
Noninterest-bearing
|
|
|
0
|
|
|
|
Interest-bearing
|
|
|
0
|
|
|
In foreign offices and Edge subsidiary
|
|
|
0
|
|
|
|
Noninterest-bearing
|
|
|
0
|
|
|
|
Interest-bearing
|
|
|
0
|
|
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and of
its Edge subsidiary
|
|
|
0
|
|
Demand notes issued to the U.S. Treasury and
Trading Liabilities
|
|
|
0
|
|
Other borrowed money
|
|
|
0
|
|
Subordinated notes and debentures
|
|
|
0
|
|
Banks liability on acceptances executed and
outstanding
|
|
|
0
|
|
Other liabilities
|
|
|
4,773
|
|
Total liabilities
|
|
|
4,773
|
|
|
|
|
|
|
EQUITY CAPITAL
|
|
|
|
|
Perpetual preferred stock and related surplus
|
|
|
0
|
|
Common stock
|
|
|
500
|
|
Surplus
|
|
|
750
|
|
Undivided profits and capital reserves/ Net
unrealized holding gains (losses)
|
|
|
4,573
|
|
Cumulative foreign currency translation
adjustments
|
|
|
0
|
|
Total equity capital
|
|
|
5,823
|
|
|
|
|
|
|
Total liabilities and equity capital
|
|
|
10,596
|
|
|
|
|
|
|
4
I, John J. Saniuk, Vice President and Comptroller
of the above named bank do hereby declare that this Report of
Condition and Income for this report date have been prepared in
conformance with the instructions issued by the appropriate
Federal regulatory authority and is true to the best of my
knowledge and belief.
|
|
|
/s/ JOHN J. SANIUK
|
|
|
|
John J. Saniuk
|
We, the undersigned directors, attest to the
correctness of this Report of Condition and declare that it has
been examined by us and to the best of our knowledge and belief
has been prepared in conformance with the instructions issued by
the appropriate Federal regulatory authority and is true and
correct.
|
|
|
/s/ ALAN D. GREENE
|
|
|
|
Alan D. Greene
|
|
|
/s/ BRYAN R. CALDER
|
|
|
|
Bryan R. Calder
|
|
|
/s/ LYNDA A. VOGEL
|
|
|
|
Lynda A. Vogel
|
5
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.(4)
|
|
Exhibit T3D
|
|
|
|
Not applicable.
|
|
Exhibit T3E
|
|
|
|
(1) Offering Circular dated as of
May 8, 2002.(4)
|
|
|
|
|
(2) Letter of Transmittal accompanying the
Offering Circular.(4)
|
|
|
|
|
(3) Letter to Clients.(4)
|
|
|
|
|
(4) Letter to Broker-Dealers.(4)
|
|
|
|
|
(5) Notice of Guaranteed Delivery.(4)
|
|
|
|
|
(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute IRS Form W-9.(4)
|
|
|
|
|
(7) Press Release.(4)
|
|
|
|
|
(8) Investor Presentation.(4)
|
|
Exhibit T3F
|
|
|
|
Cross-reference sheet.(1)
|
(1) Filed herewith.
|
|
(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, filed with the
Securities and Exchange Commission on May 8, 2002.
|