SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 8, 2002
INTEVAC, INC.
| State of California | 000-26946 | 94-3125814 | ||
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(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
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3560 Bassett Street
Santa Clara, California 95054
(408) 986-9888
N/A
| FORM 8-K | ||||||||
| Item 5. Other Events | ||||||||
| Item 7. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
INTEVAC, INC.
FORM 8-K
Item 5. Other Events
On May 8, 2002, Intevac, Inc. (the “Company”) announced that it is offering to exchange up to $18,000,000 of its 6.5% Convertible Subordinated Notes due 2004 for a combination of cash, warrants and new notes in an offering exempt from the registration requirements of the Securities Act of 1933. Pursuant to Rule 135c of the Securities Act, the Company is filing herewith the press release issued May 8, 2002 as Exhibit 99.1 hereto.
The securities offered pursuant to the exchange offer have not been and will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release, dated May 8, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTEVAC, INC. | ||||
| By: |
/s/ Kevin Fairbairn
Kevin Fairbairn President and Chief Executive Officer |
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| Date: May 8, 2002 | ||||
EXHIBIT INDEX
Exhibit
Number
Description
99.1
Press Release, dated May 8, 2002.
Exhibit 99.1
[INTEVAC LETTERHEAD]
INTEVAC ANNOUNCES EXCHANGE OFFER FOR $18 MILLION OF ITS 6.5%
CONVERTIBLE SUBORDINATED NOTES DUE 2004
SANTA CLARA, CALIFORNIA, MAY 8, 2002 - Intevac, Inc. (Nasdaq: IVAC), today announced that it is offering to exchange up to $18,000,000 of its 6.5% Convertible Subordinated Notes due 2004 for a combination of cash, warrants and new notes in an offering exempt from the registration requirements of the Securities Act of 1933.
THE EXCHANGE OFFER
Under the exchange offer, for each $5,000 principal amount of its 6.5% Convertible Subordinated Notes due 2004 (the "Existing Notes"), Intevac is offering to exchange the following:
- $2,000 in cash,
- 250 warrants, each warrant to purchase one share of its common stock, no par value, at an exercise price equal to $7.50 per share, expiring on March 1, 2006, and
- $1,000 principal amount of its new 6.5% Convertible Subordinated Notes due 2009, convertible at $10.00 per share.
The exchange offer is conditioned on at least $9,000,000 principal amount of existing notes being tendered. Members of Intevac's management, who collectively own $2,520,000 of the existing notes, have agreed to tender all their existing notes in the exchange offer.
Intevac will accept up to a maximum of $18,000,000 aggregate principal amount of existing notes under the exchange offer. If more than $18,000,000 aggregate principal amount of the existing notes are submitted under the exchange offer, then the notes will be exchanged pro rata, disregarding fractions, according to the number of existing notes tendered by each holder. The exchange offer is expected to expire at 12:00 midnight, Eastern Time, on June 5, 2002, unless extended or earlier terminated, and to close promptly after such expiration date.
A Schedule TO describing the exchange offer has been filed with the Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of an offer to buy and is issued pursuant to Rule 135c under the Securities Act of 1933. The securities offered pursuant to the exchange offer have not been and will not be registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.