OFFERING CIRCULAR

       The exchange offer’s expiration date is 12:00 midnight, Eastern Time, June 5, 2002, unless extended or earlier terminated by Intevac, Inc.

Exchange Offer

      Under this exchange offer, Intevac, Inc. is offering to exchange for each $5,000 principal amount of its 6 1/2% Convertible Subordinated Notes due 2004, which we refer to as the existing notes, the following:

	•	$2,000 in cash,
	•	250 warrants, each warrant to purchase one share of Intevac’s common stock, no par value, at an exercise price of $7.50 per share and with the expiration date of March 1, 2006, and
	•	$1,000 principal amount of its new 6 1/2% Convertible Subordinated Notes due 2009, which we refer to as the exchange notes.

       See “Risk Factors” beginning on page 9 for a discussion of risks that you should consider before tendering your existing notes.

IMPORTANT

      If you hold your existing notes through a broker, dealer or other similar nominee, you must contact that nominee if you desire to tender your existing notes. If you hold your existing notes yourself, you must complete and sign the letter of transmittal included with this document in accordance with the instructions set forth in the letter of transmittal and this offering circular, and mail or deliver it, together with the certificates for the tendered existing notes and any other required documents, to State Street Bank and Trust Company of California, N.A., our exchange agent.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this offering circular. Any representation to the contrary is a criminal offense.

      The exchange offer is being made in reliance upon an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, and similar exemptions from registration provided by certain state securities laws.

The date of this offering circular is May 8, 2002.

      You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information provided in the offering circular is accurate as of any date other than the date as of which it is shown, or if no date is otherwise indicated, the date of this offering circular. This offering circular summarizes various documents and other information. Those summaries are qualified in their entirety by reference to the documents and information to which they relate.

TABLE OF CONTENTS

      Our logo and certain titles and logos of our products mentioned in this offering circular are our service marks or trademarks. Each trademark or service mark appearing in this offering circular is the property of its respective holder.

SUMMARY TERM SHEET

      This summary highlights certain information from this offering circular and may not contain all of the information that is important to you. We urge you to read this entire offering circular, including the documents attached to or accompanying this offering circular.

      Investment in the exchange notes and warrants involves risks. See under the caption entitled “Risk Factors” for a discussion of risks you should consider carefully before participating in the exchange offer.

      Under this exchange offer, Intevac, Inc. is offering to exchange for each $5,000 principal amount of its existing notes the following:

	•	$2,000 in cash,
	•	250 warrants, each warrant to purchase one share of Intevac’s common stock at an exercise price of $7.50 per share and with the expiration date of March 1, 2006, and
	•	$1,000 principal amount of its exchange notes.

      We will pay any interest that has accrued on the existing notes that are tendered and exchanged to the date of completion of the exchange offer.

      We will accept up to a maximum of $18 million aggregate principal amount of existing notes under the exchange offer. If more than $18 million 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 aggregate principal amount 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 million principal amount of existing notes being tendered.

      The following are some of the questions you may have as a holder of the existing notes and the answers to those questions.

Who is making the exchange offer?

      Intevac, Inc., a California corporation, is making the exchange offer. We design, manufacture and sell complex capital equipment used to manufacture products such as flat panel displays, thin-film disks and electro-optical devices (“Equipment Division”) and are developing highly sensitive electro-optical devices and systems that we intend to manufacture and sell (“Photonics Division”). For a detailed description of our business, please see the section of this offering circular entitled “Business.” Our headquarters are located at 3560 Bassett Street, Santa Clara, CA 95054, and our telephone number is (408) 986-9888. Our common stock is traded on the Nasdaq National Market under the symbol “IVAC”. For further information about us, please see the section of this offering circular entitled “Where You Can Find Additional Information.”

Why are we making the exchange offer?

      We are offering to exchange the existing notes for a combination of cash, warrants and exchange notes to reduce the aggregate principal amount of existing notes outstanding and to extend the time that we have to pay the reduced debt represented by the exchange notes. We are undertaking this exchange offer to restructure our debt obligations. The outstanding principal amount of $37.5 million of existing notes will require us to make principal and interest payments through the maturity date of March 1, 2004 that are significantly in excess of our $14.5 million balance of cash, cash equivalents and short-term investments at March 30, 2002. We do not expect that we will be able to generate sufficient additional funds from operations to repay the existing notes at maturity.

      If we are not successful in our efforts to restructure our debt obligations, including because the response to the exchange offer is too limited, or if we are otherwise unable to extend the maturities of our debt obligations, we will have to undertake other financing or refinancing alternatives. Even if we are successful with this exchange offer, we expect to continue to restructure our remaining obligations and will likely attempt

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      The exchange of a substantial portion of the existing notes will also provide us with additional time to capitalize on the prospects for our Photonics business. We believe this business will not reach its full potential by the March 1, 2004 maturity date of the existing notes.

What effect will the exchange offer have on our efforts to restructure our debt?

      We believe that the exchange of the existing notes in the exchange offer will increase our prospects for successfully restructuring our debt. If we are successful in having holders tender the maximum $18 million principal amount of existing notes, the outstanding principal amount of existing notes will be reduced to $19.5 million, and we will issue exchange notes in an aggregate principal amount of $3.6 million, for an aggregate outstanding principal amount of $23.1 million for both the exchange notes and the existing notes. In addition, the exchange notes will mature March 1, 2009, rather than the March 1, 2004 maturity date for the existing notes.

      Even if the exchange offer is successful and we reduce our debt to $23.1 million, this level of debt will be substantially greater than our current balance of cash, cash equivalents and short-term investments, which itself will be reduced by $7.6 million (including expenses of the exchange offer) if the maximum $18 million principal amount of existing notes is tendered. Moreover, the maintenance of sufficient cash for our ongoing operations is critical to our future success and is subject to a number of factors, including our ability to generate cash from operations and our satisfaction of other, non-debt obligations. Our remaining cash after disbursement of cash in the exchange offer and other expenditures relating to the restructuring of our debt may be insufficient to enable us to continue to conduct our operations and satisfy all of our obligations as they come due. Accordingly, we expect to continue efforts to restructure our debt obligations and will likely attempt to undertake other financing and refinancing alternatives even if the exchange offer is successful. See the section of this offering circular entitled “Financing Strategy.” However, until our results of operations improve, we may not have access to new capital in the public or private markets on terms favorable to us, if at all.

      The ultimate effect of the exchange offer will depend on the response to this offer. For example, if holders of less than the maximum $18 million aggregate principal amount of existing notes elect to tender their notes, we will have to seek alternate restructuring of those untendered notes, which may further deplete our cash balances.

What amount of existing notes are sought in the exchange offer?

      We are seeking to exchange up to $18 million aggregate principal amount of our existing notes currently outstanding.

What consideration are we offering to issue in exchange for your existing notes?

      In the exchange offer, we are offering to exchange for each $5,000 aggregate principal amount of the existing notes the following:

	•	$2,000 in cash,
	•	250 warrants, each warrant to purchase one share of our common stock at an exercise price of $7.50 per share and with the expiration date of March 1, 2006, and
	•	$1,000 principal amount of our exchange notes.

      We will pay any interest that has accrued on the existing notes that are tendered and exchanged to the date of the completion of the exchange offer.

      We will accept up to a maximum of $18 million aggregate principal amount of existing notes under the exchange offer. If more than $18 million 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

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      The exchange offer is conditioned on at least $9 million principal amount of existing notes being tendered.

Is Intevac making a recommendation as to whether you should tender your existing notes?

      No. We are not making any recommendation regarding whether you should tender your existing notes. As a result, you must make your own determination in consultation with your financial and legal advisors as to whether to tender your existing notes for exchange.

What are the terms of the exchange notes?

      The exchange notes issued will accrue interest at a rate of 6 1/2% per year on the principal amount, payable twice a year on each March 1 and September 1, beginning September 1, 2002. The exchange notes will mature March 1, 2009. The exchange notes will be unsecured obligations of Intevac, subordinated in right of payment to all of its existing and future senior debt, but senior to the existing notes. The initial conversion price of the exchange notes will be $10.00 per share, subject to adjustment as described under the caption “Description of Exchange Notes — Conversion.” The exchange notes also contain a provision that allows us, at our option, to automatically convert some or all of the exchange notes on or prior to maturity if the closing price of our common stock has exceeded 150% of the conversion price for at least 20 trading days in any period of 30 consecutive trading days ending within five trading days prior to the mailing of the notice of automatic conversion.

Do you have to tender all of your existing notes to participate in this exchange offer?

      You do not have to tender all of your existing notes to participate in this exchange offer.

When are the exchange notes redeemable?

      The exchange notes are redeemable at any time on or after March 1, 2004 at our option, in whole or in part, on not less than 15 but no more than 60 days’ notice at 100% of the principal amount of the exchange notes, plus accrued, but unpaid, interest to, but excluding, the redemption date.

How will the exchange notes rank?

      The exchange notes will be unsecured obligations of Intevac, subordinated under the exchange notes indenture in right of payment to all existing and future senior debt of Intevac, but senior to any existing notes that are not exchanged for the exchange notes. Please see the section of this offering circular entitled “Description of Exchange Notes — Subordination of Exchange Notes” and “— Definitions” for a description of what constitutes “senior debt” under the exchange notes indenture. As of March 30, 2002, we had no senior debt.

Will the exchange notes provide for any repurchase rights in the event of a change of control or a termination of trading involving Intevac?

      Unlike holders of existing notes who have the right to require us to repurchase the existing notes upon the occurrence of either a change of control of Intevac or a termination of trading of our common stock, holders of exchange notes will have the right to require us to repurchase their exchange notes only if a change of control of Intevac occurs.

What are the terms of the warrants?

      Each warrant that you receive in the exchange offer will entitle you to purchase one share of our common stock and will be exercisable by you on a net share basis at an exercise price of $7.50 per share. The exercise price and the number of shares issuable upon exercise of the warrant will be subject to adjustment as described under the caption “Description of Warrants.” You may exercise the warrants at any time prior to the close of business on March 1, 2006.

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Will the exchange notes or warrants be listed?

      Neither the exchange notes nor the warrants will be listed for trading on any national securities exchange or authorized to be quoted in any inter-dealer quotation system of any national securities association. We do not intend to apply for either listing or quotation of the exchange notes or warrants.

What risks should you consider in deciding whether or not to tender your existing notes?

      In deciding whether to participate in the exchange offer, you should carefully consider the discussion of risks and uncertainties affecting our business described in the section of this offering circular entitled “Risk Factors,” and the documents we attach to this offering circular.

Is our financial condition relevant to your decision to tender in the exchange offer?

      Yes, we continue to face significant challenges and limitations as a result of a prolonged slowdown in demand for capital equipment used to manufacture, thin-film disks. As we discuss above, the principal reason for the exchange offer is to reduce the total amount of our outstanding debt, and to extend the maturity of a portion of our debt. Even if we are successful with the exchange offer, we may still need to restructure our remaining obligations and will likely attempt to undertake other financing and refinancing alternatives. See the section of this offering circular entitled “Financing Strategy.” However, until our results of operations improve, we may not have access to new capital in the public or private markets on terms favorable to us, if at all.

If you decide to tender your existing notes, will you have to pay any fees or commissions in the exchange offer to Intevac or the exchange agent?

      No. We will be responsible for all expenses related to the exchange offer. As a result, you are not required to pay any brokerage commissions, other fees or expenses to the exchange agent or Intevac.

If you decide not to tender your existing notes, how will the exchange offer affect your existing notes?

      Once the exchange offer is completed, any of your existing notes that are not tendered and exchanged in the exchange offer will be subordinated to the exchange notes. If a substantial number of the existing notes are submitted for exchange in the exchange offer, the liquidity of your existing notes that remain outstanding after completion of the exchange offer could be adversely affected.

Will Intevac receive any cash proceeds from the exchange offer?

      No. We will not receive any cash proceeds from the exchange offer.

Will you receive accrued interest on the existing notes that you tender for exchange?

      Yes. On all existing notes that are tendered and exchanged in the exchange offer, we will pay interest that has accrued, but is unpaid, as of the date the exchange notes are issued upon completion of the exchange.

What are the conditions to completion of the exchange offer?

      The exchange offer is conditioned on at least $9 million principal amount of existing notes being tendered. In addition, the completion of the exchange offer shall remain subject to a number of customary conditions, some of which we may waive. If any of these conditions are not satisfied, we will not be obligated to accept and exchange any properly tendered existing notes. Prior to the expiration date of the exchange offer, we reserve the right to amend the exchange offer for any or no reason. See under the caption “The Exchange Offer — Conditions to the Completion of the Exchange Offer.”

When is the exchange offer expected to close?

      The exchange offer is expected to close promptly following the expiration date of the exchange offer.

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Will the exchange notes and warrants be freely tradable?

      The exchange offer is being made to you in reliance on an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. The warrants and the exchange notes to be issued in the exchange offer neither have been, nor will be, registered and will not be registered with the Securities and Exchange Commission, or SEC. The warrants and exchange notes that you receive in the exchange offer and any common stock issuable upon conversion of the exchange notes or exercise of the warrants should be freely tradable, except by persons who are considered to be our affiliates, as that term is defined in the Securities Act, or in some cases by persons who hold existing notes that were previously held by an affiliate of ours.

How do you tender your existing notes?

      To tender existing notes pursuant to the exchange offer, you must properly complete and duly execute and submit to the exchange agent the letter of transmittal, the existing notes that you are tendering for exchange, if you hold them in certificated form, and any other documents required by the letter of transmittal or comply with the requisite Depository Trust Company, or DTC, procedures for book-entry transfer described under the caption “The Exchange Offer — Procedures for Tendering Existing Notes.”

How long do you have to decide whether to tender?

      The expiration date for the exchange offer is 12:00 midnight, Eastern Time, June 5, 2002, unless we extend the expiration date of the exchange offer by issuing a press release by 9:00 a.m., Eastern Time, on the next business day after the scheduled expiration date. You must tender your existing notes prior to the expiration date if you want to participate.

How do you withdraw tendered existing notes? Until what time can you withdraw tendered existing notes?

      You may withdraw tenders of existing notes at any time on or prior to the expiration date by following the procedures described under the caption “The Exchange Offer — Withdrawal Rights and Non-Acceptance.”

      Properly withdrawn existing notes may be retendered at any time on or prior to the expiration date by following one of the procedures described in this offering circular under the caption “The Exchange Offer — Procedures for Tendering Existing Notes.”

      If we extend the expiration date of the exchange offer, we will also extend your right to withdraw tenders of existing notes.

When will you receive your cash, warrants and exchange notes?

      Subject to the terms and conditions described in this offering circular, we will accept up to $18 million aggregate principal amount of existing notes that are validly tendered and not withdrawn on or prior to the expiration date. We will pay the cash consideration and issue the warrants and exchange notes promptly following the expiration date of the exchange offer upon our determination that the conditions to the exchange offer have been fulfilled.

What happens if your existing notes are not accepted for payment?

      If we decide for any reason not to accept any existing notes for exchange, the existing notes will be returned to the registered holder, at our expense, promptly after the expiration or termination of the exchange offer. In the case of existing notes tendered by book entry transfer into the exchange agent’s account at DTC, any withdrawn or unaccepted existing notes will be credited to the tendering holder’s account at DTC. For

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Will the exchange notes and warrants be issued in global form?

      All exchange notes and warrants issued in the exchange offer will be global securities and will be deposited with a custodian. You will not receive certificates for exchange notes or warrants. Your beneficial interests in the exchange notes and warrants will be evidenced only through records maintained in book-entry form by DTC and its participants. For further information, please see the section of this offering circular entitled “Book-Entry System — The Depository Trust Company.”

How will you receive your cash consideration in connection with the exchange offer?

      We will deposit the cash consideration for the exchange offer with the exchange agent prior to the closing date of the exchange offer, which closing date shall promptly follow the expiration date of the exchange offer. If you hold your existing notes in physical certificates, the exchange agent will deliver to you a check in the amount of your cash consideration. If you hold your existing notes in global form through DTC, the exchange agent will pay DTC the aggregate amount of cash consideration to be delivered in exchange for the existing notes held in global form tendered and accepted in the exchange offer, and you will receive you applicable portion of such cash consideration pursuant to the applicable procedures established by DTC and its participants.

What is the process if you beneficially own existing notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee?

      If you beneficially own existing notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your existing notes in the exchange offer, you should promptly contact the person in whose name the existing notes are registered and instruct that person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, prior to completing and executing the letter of transmittal and delivering your existing notes, you must either make appropriate arrangements to register ownership of the existing notes in your name or obtain a properly completed bond power from the person in whose name the existing notes are registered.

How will you be taxed for U.S. federal income tax purposes?

      Please see the section of this offering circular entitled “U.S. Federal Income Tax Considerations.”

      The tax consequences to you of the exchange offer will depend on your individual circumstances. You should consult your tax advisor for a full understanding of these tax consequences.

Who can you talk to if you have questions about the exchange offer?

      If you have questions regarding the information in this offering circular or the terms of the exchange offer, please contact Charles Eddy at Intevac. If you have questions regarding the procedure for tendering your existing notes or require assistance in tendering your existing notes, please contact our exchange agent, State Street Bank and Trust Company of California, N.A. You can find the addresses and telephone numbers of Charles Eddy at Intevac and the exchange agent on the back cover of this offering circular.

Where can you obtain additional copies of the exchange offer materials?

      You can obtain additional copies of this offering circular and the other exchange offer materials by contacting the exchange agent at the phone number and address listed on the back cover of this offering circular.

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Comparison of the New Consideration and the Existing Notes

      The following is a brief summary of the terms of the new consideration and the existing notes. For a more complete description of the exchange notes, see “Description of Exchange Notes.” For a more complete description of the warrants, see “Description of Warrants.”

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RISK FACTORS

      This exchange offer involves a high degree of risk. You should carefully consider the following risks before making a decision to participate in the exchange offer. You should also refer to the other information set forth in this offering circular, including the documents attached to or accompanying this offering circular. The risks described below are not the only ones we face. Additional risks not currently known to us or that we currently believe to be immaterial may also adversely affect our business. If any of these risks occur, our business and operating results could be harmed and the value of your investment could be significantly reduced. Some risks that could cause our results to vary are discussed below.

We have $37.5 million of existing notes outstanding that will mature in 2004.

      We issued $57.5 million in principal amount of existing notes in February 1997, thus substantially increasing our ratio of long-term debt to total capitalization (shareholders’ equity plus long-term debt). Holders of existing notes may convert their existing notes into our common stock at a conversion price of $20.625 per share, which is substantially above the last reported sale price of our common stock of $4.19 per share on May 3, 2002. As a result, holders of existing notes are unlikely to convert their existing notes into common stock, unless the market price of our common stock increases to a price greater than the conversion price of the existing notes. In 1999 and 2001, we spent $11.9 million to repurchase $20.0 million aggregate principal amount of the existing notes. The currently outstanding principal amount of $37.5 million of existing notes will require us to make principal and interest payments through the maturity date of March 1, 2004 that are significantly in excess of our $14.5 million balance of cash, cash equivalents and short-term investments at March 30, 2002. Even if we meet our operating forecasts, we do not expect to generate enough cash to repay the currently outstanding aggregate principal amount of the existing notes on their March 1, 2004 maturity date. As a result, we are conducting this exchange offer as part of our efforts to restructure our debt, while increasing our potential to attract new debt or equity investors.

Even if the exchange offer is successful, we will still have a significant amount of debt outstanding.

      If we are successful in having holders tender the maximum $18 million principal amount of existing notes, the outstanding principal amount of existing notes will be reduced to $19.5 million, and we will issue exchange notes in an aggregate principal amount of $3.6 million, for an aggregate outstanding principal amount of $23.1 million for both the exchange notes and the existing notes. Even if the exchange offer is successful and we reduce our debt to $23.1 million, this level of debt will be substantially greater than our current balance of cash, cash equivalents and short-term investments, which itself will be reduced by $7.6 million (including expenses of the exchange offer).

Our ability to meet our debt payment obligations depends upon our future operating performance and cash flows.

      Our ability to make scheduled debt payments, even if the exchange offer is successful, depends on our future operating performance and cash flow. Our operating performance and cash flow, in part, are subject to business, financial and economic factors beyond our control. Our remaining cash after disbursement of cash in the exchange offer and other expenditures relating to the restructuring of our debt will still be insufficient to enable us to continue to conduct our operations and satisfy all of our obligations as they come due.

Our significant amount of debt could have a negative effect on us and our security holders.

      Our significant amount of debt could harm Intevac and holders of our common stock and existing notes, and any exchange notes and warrants issued in the exchange offer in many ways, including:

	•	reducing the funds available to finance our business operations and for other corporate purposes because a portion of our cash flow from operations must be dedicated to the payment of principal and interest on our debt;

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	•	impairing our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes;
	•	increasing our vulnerability to increases in interest rates;
	•	placing us at a competitive disadvantage because we are substantially more leveraged than certain of our competitors;
	•	hindering our ability to adjust rapidly to changing market conditions; and
	•	making us more vulnerable to a further downturn in general economic conditions or in our business.

We may undertake significant additional financing, refinancing or restructuring transactions in order to restructure our debt obligations and maintain sufficient cash to conduct our operations.

      Even if the exchange offer is successfully completed, we will need to obtain additional financing or restructure our debt further. We may seek to raise additional funds through a variety of alternative sources, including the sale of additional securities or from other financing arrangements or assets sales, and we may attempt to restructure our debt in a variety of ways. Our board of directors has from time to time considered a number of possible transactions. Such transactions might include:

	•	attempting to raise additional equity through public or private offerings,
	•	attempting to raise additional debt financing with a longer maturity than the existing notes,
	•	undertaking a rights offering to obtain financing from our existing shareholders,
	•	offering further exchanges with regard to any existing notes not tendered in the exchange offer,
	•	selling or spinning off a portion of our assets to raise additional capital or improve the prospects for raising capital for all or a portion of our business, or
	•	obtaining a line of credit.

We may undertake one or more of these transactions shortly following completion of the exchange offer. We currently have no binding commitments or plans with regard to any other financing or restructuring alternatives other than the proposed transactions described under the caption “Financing Strategy.” We do not know whether we will be able to complete any of these transactions on a timely basis, on terms satisfactory to us, or at all. For example, we may not have access to new capital in the public or private markets until our results of operations improve, if at all. In addition, some of these transactions may result in significant dilution to our existing security holders or impairment of their rights. Nonetheless, if we are unable to complete one or more of these transactions, our ability to maintain our ongoing operations, and to pay principal and interest in cash on the exchange notes or existing notes when due, will be jeopardized.

The majority of our new products address new and emerging markets.

      We have invested heavily in the development of products that address new markets. The Equipment Division has developed a flexible deposition tool and a rapid thermal processing tool to address growing segments of the FPD equipment market intended to displace products offered by competing manufacturers. The Photonics Division’s LIVAR ® target identification system and low-cost low-light level camera products are designed to offer significantly improved capability relative to any products currently offered in the marketplace. Additionally, the Photonics Division is entering a new market for Intevac with its photodiodes for fiber optic communication systems. Failure of these products to perform as intended or to successfully penetrate these new markets and develop into profitable product lines will have an adverse effect on our business.

Demand for capital equipment is cyclical.

      Our Equipment Division sells capital equipment to capital intensive industries, which sell commodity products such as flat panel displays and disk drives. These industries operate with high fixed costs. When

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Our Equipment Business is subject to rapid technical change.

      Our ability to remain competitive requires substantial investments in research and development. The failure to develop, manufacture and market new systems, or to enhance existing systems, will have an adverse effect on our business. From time to time, we have experienced delays in the introduction of, and technical difficulties with, some of our systems and enhancements. Our success in developing and selling equipment will depend upon a variety of factors, including our ability to accurately predict future customer requirements, technological advances, cost of ownership, our introduction of new products on schedule, cost-effective manufacturing and product performance in the field. Our new product decisions and development commitments must anticipate continuously evolving industry requirements significantly in advance of sales. Any failure to accurately predict customer requirements and to develop new generations of products to meet those requirements would have an adverse effect on our business.

Our products are complex, constantly evolving and are often designed and manufactured to individual customer requirements that require additional engineering.

      Our Equipment Division products have a large number of components and are highly complex. We may experience delays and technical and manufacturing difficulties in future introductions or volume production of new systems or enhancements. In addition, some of the systems that we manufacture must be customized to meet specific customer site or operating requirements. We have limited manufacturing capacity and engineering resources and may be unable to complete the development, manufacture and shipment of these products, or to meet the required technical specifications for these products in a timely manner. Such delays could lead to rescheduling of orders in backlog, or in extreme situations, to cancellation of orders. In addition, we may incur substantial unanticipated costs early in a product’s life cycle, such as increased engineering, manufacturing, installation and support costs, that we may be unable to pass on to the customer. In some instances, we depend upon a sole supplier or a limited number of suppliers for complex components or sub-assemblies utilized in our products. Any of these factors could adversely affect our business.

Our Photonics Division does not yet generate significant revenues from product sales.

      To date, the activities of our Photonics Division have concentrated on the development of its technology and prototype products that demonstrate this technology. Revenues for this division have been derived primarily from research and development contracts funded by the United States Government and its contractors and our Photonics Division has yet to earn an annual profit. We continue to develop standard photonics products for sale to military and commercial customers. The Photonics Division will require substantial additional investment in sales and marketing, in product development and in additional production facilities to support the planned transition to volume sales of photonics products to military and commercial customers. There can be no assurance that we will succeed in these activities and generate significant sales of products based on our photonics technology or that if the holders of a significant amount of existing notes do not participate in the exchange offer, that we will have adequate funds to pursue the full potential of our photonic products.

The sales of our equipment products are dependent on substantial capital investment by our customers.

      The purchase of our systems, and the purchase of other related equipment and facilities, requires extremely large capital expenditures by our customers. These costs are far in excess of the cost of our systems alone. The magnitude of such capital expenditures requires that our customers have access to large amounts of

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Rapid increases in areal density are reducing the number of thin-film disks required per disk drive.

      Over the past few years the amount of data that can be stored on a single thin-film computer disk has been increasing at approximately 100% per year. Although the number of disk drives produced has continued to increase each year, the growth in areal density has resulted in a reduction in the number of disks required per disk drive. TrendFocus, a market research firm specializing in the disk drive industry, projects that the number of thin-film disks used worldwide declined in 2001 from 2000 levels. Without a significant technological change or an increase in the number of disks required, our disk equipment sales are largely limited to upgrades of existing systems, rather than capacity expansion or system replacement.

Our competitors are large and well financed and competition is intense.

      We experience intense competition in the Equipment Division. For example, our equipment products experience competition worldwide from competitors including Anelva Corporation, Ulvac Japan, Ltd. and Unaxis Holdings, Ltd., each of which have sold substantial numbers of systems worldwide. Anelva, Ulvac and Unaxis all have substantially greater financial, technical, marketing, manufacturing and other resources than we do. There can be no assurance that our competitors will not develop enhancements to, or future generations of, competitive products that will offer superior price or performance features or that new competitors will not enter our markets and develop such enhanced products.

      Given the lengthy sales cycle and the significant investment required to integrate equipment into the manufacturing process, we believe that once a manufacturer has selected a particular supplier’s equipment for a specific application, that manufacturer generally relies upon that supplier’s equipment and frequently will continue to purchase any additional equipment for that application from the same supplier. Accordingly, competition for customers in the equipment industry is intense, and suppliers of equipment may offer substantial pricing concessions and incentives to attract new customers or retain existing customers.

Our business depends on the integrity of our intellectual property rights.

      There can be no assurance that:

	•	any of our pending or future patent applications will be allowed or that any of the allowed applications will issue as patents;
	•	any of our patents will not be invalidated, deemed unenforceable, circumvented or challenged;
	•	the rights granted under our patents will provide competitive advantages to us;
	•	any of our pending or future patent applications will issue with claims of the scope sought by us, if at all;
	•	others will not develop similar products, duplicate our products or design around our patents; or
	•	patent rights, intellectual property laws or our agreements will adequately protect our intellectual property rights.

      Failure to adequately protect our intellectual property rights could have an adverse effect upon our business.

      From time to time, we have received claims that we are infringing third parties’ intellectual property rights. There can be no assurance that third parties will not in the future claim infringement by us with respect to current or future patents, trademarks, or other proprietary rights relating to our disk sputtering systems, flat panel manufacturing equipment or other products. Any present or future claims, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty

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Our operating results fluctuate significantly.

      Over the last nine quarters our operating loss as a percentage of net revenues has fluctuated between approximately 59% and 1% of net revenues. Over the same period our sales per quarter have fluctuated between $23.6 million and $5.9 million. We anticipate that our sales and operating margins will continue to fluctuate. As a result, period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future performance.

Operating costs in northern California are high.

      Our operations are located in Santa Clara, California. The cost of living in northern California is extremely high, which increases both the cost of doing business and the cost and difficulty of recruiting new employees. Our operating results depend in significant part upon our ability to effectively manage costs and to retain and attract qualified management, engineering, marketing, manufacturing, customer support, sales and administrative personnel. The failure to control costs and to attract and retain qualified personnel could have an adverse effect on our business.

Business interruptions could adversely affect our business.

      Our operations are vulnerable to interruption by fire, earthquake, power loss, telecommunications failure and other events beyond our control. Additionally, the costs of electricity and natural gas have increased significantly. Any further cost increases will impact our ability to achieve profitability.

A majority of our sales are to international customers.

      Sales and operating activities outside of the United States are subject to inherent risks, including fluctuations in the value of the United States dollar relative to foreign currencies, tariffs, quotas, taxes and other market barriers, political and economic instability, restrictions on the export or import of technology, potentially limited intellectual property protection, difficulties in staffing and managing international operations and potentially adverse tax consequences. We earn a significant portion of our revenue from international sales, and there can be no assurance that any of these factors will not have an adverse effect on our business.

      We generally quote and sell our products in US dollars. However, for some Japanese customers, we quote and sell our products in Japanese yen. From time to time, we enter into foreign currency contracts in an effort to reduce the overall risk of currency fluctuations to our business. However, there can be no assurance that the offer and sale of products denominated in foreign currencies, and the related foreign currency hedging activities will not adversely affect our business.

      Our two principal competitors for disk sputtering equipment are based in foreign countries and have cost structures based on foreign currencies. Accordingly, currency fluctuations could cause our products to be more, or less, competitive than our competitors’ products. Currency fluctuations will decrease, or increase, our cost structure relative to those of our competitors, which could impact our competitive position.

We expect the market price of our common stock, existing notes, exchange notes, and warrants to be volatile.

      The market price of our common stock has experienced both significant increases in valuation, and significant decreases in valuation, over short periods of time. We believe that factors such as announcements of developments related to our business, fluctuations in our operating results, failure to meet securities analysts’ expectations, general conditions in the disk drive and thin-film media manufacturing industries and the worldwide economy, announcements of technological innovations, new systems or product enhancements by us or our competitors, fluctuations in the level of cooperative development funding, acquisitions, changes in governmental regulations, developments in patents or other intellectual property rights and changes in our

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We routinely evaluate acquisition candidates and other diversification strategies.

      We have completed multiple acquisitions as part of our efforts to expand and diversify our business. For example, our business was initially acquired from Varian Associates in 1991. Additionally, we acquired our current gravity lubrication, CSS test equipment and rapid thermal processing product lines in three acquisitions. We also acquired the RPC electron beam processing business in late 1997, and subsequently closed this business. We intend to continue to evaluate new acquisition candidates and diversification strategies. Any acquisition will involve numerous risks, including difficulties in the assimilation of the acquired company’s employees, operations and products, uncertainties associated with operating in new markets and working with new customers, and the potential loss of the acquired company’s key employees. Additionally, unanticipated expenses, difficulties and consequences may be incurred relating to the integration of technologies, research and development, and administrative and other functions. Any future acquisitions may result in potentially dilutive issuances of equity securities, acquisition related write-offs and the assumption of debt and contingent liabilities. Any of the above factors could adversely affect our business.

We use hazardous materials.

      We are subject to a variety of governmental regulations relating to the use, storage, discharge, handling, emission, generation, manufacture, treatment and disposal of toxic or otherwise hazardous substances, chemicals, materials or waste. Any failure to comply with current or future regulations could result in substantial civil penalties or criminal fines being imposed on us or our officers, directors or employees, suspension of production, alteration of our manufacturing process or cessation of operations. Such regulations could require us to acquire expensive remediation or abatement equipment or to incur substantial expenses to comply with environmental regulations. Any failure by us to properly manage the use, disposal or storage of, or adequately restrict the release of, hazardous or toxic substances could subject us to significant liabilities.

Our directors and executive officers control a majority of our outstanding common stock.

      Based on the number of shares of our common stock outstanding as of March 30, 2002, our directors and their affiliates and our executive officers, in the aggregate, beneficially own a majority of the outstanding shares of common stock. These shareholders, acting together, are able to effectively control all matters requiring approval by our shareholders, including the election of a majority of the directors and approval of significant corporate transactions. Two of our directors also hold 6.6% of the outstanding existing notes.

The exchange notes are subordinated to our senior debt, but senior in payment to the existing notes.

      The exchange notes will be unsecured and subordinated in right of payment to our senior debt under the exchange notes indenture although the exchange notes are senior to the existing notes. As a result of such subordination, in the event of our liquidation or insolvency, a payment default with respect to senior debt, a covenant default with respect to designated senior debt or acceleration of the exchange notes due to an event of default, our assets will be available to pay obligations on the exchange notes only after all senior debt has been paid in full, and there may not be sufficient assets remaining to pay amounts due on any or all of the exchange notes then outstanding. Neither we nor our subsidiaries are prohibited under the exchange note indenture from incurring debt. As of March 30, 2002, we had no senior debt.

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Neither the indenture governing the existing notes nor the indenture governing the exchange notes contains any financial performance covenants.

      Neither the indenture governing the existing notes nor the indenture governing the exchange notes contains any financial performance covenants. Consequently, we will not be required under either indenture to meet any financial tests such as those that measure our working capital, interest coverage, fixed charge coverage or net worth to maintain compliance with the terms of the indentures.

We may not have the financial resources to repurchase the existing notes or exchange notes in the event of a transaction resulting in a change of control or the termination of trading of our common stock.

      We may be unable to repurchase the existing notes or exchange notes in the event of a transaction that results in a “change in control” or, in the case of the existing notes if a “termination of trading” of our common stock occurs. Holders of existing notes may require us to repurchase all or a portion of their existing notes upon a change in control or a termination of trading. Holders of exchange notes may require us to repurchase all or a part of their exchange notes upon a change of control. If a change in control or a termination of trading were to occur, we may not have enough funds to pay the repurchase price for all notes for which repurchase is requested. Any future credit agreements or other debt agreements may prohibit the repurchase of the existing notes or exchange notes upon a change in control or, in the case of the existing notes, upon a termination of trading, or may provide that a change in control or a termination of trading constitutes an event of default under that debt agreement. If a change in control or termination of trading occurs at a time when we are prohibited from repurchasing the notes, we could seek the consent of our lenders to repurchase the notes or could attempt to refinance the debt agreements. If we do not obtain their consent, we could not repurchase the existing notes or exchange notes. Our failure to repurchase the existing notes or exchange notes would constitute an event of default under the particular indenture governing such notes, which might constitute an event of default under the terms of our other debt. Our obligation to offer to repurchase the existing notes upon a change in control or termination of trading or the exchange notes upon a change of control would not necessarily afford you protection in the events of a highly leveraged transaction, reorganization, merger or similar transaction.

There may not be a public market for the existing notes, the exchange notes or the warrants.

      An active trading market for the existing notes does not exist, and an active trading market for the exchange notes and warrants may not develop after the consummation of the exchange offer. The exchange notes and warrants may not be liquid, which could affect your ability to sell your exchange notes or warrants or to determine the price at which you may be able to sell your exchange notes and warrants. Future trading prices of the exchange notes and warrants will depend upon many factors including, among other things, prevailing interest rates, our operating results, the price of the common stock and the market for similar securities. If a substantial portion of the existing notes is exchanged in the exchange offer, the liquidity of the remaining outstanding existing notes may be further reduced.

The exchange notes may not be rated or may receive a lower rating than anticipated.

      We believe it is unlikely that the exchange notes will be rated. However, if one or more rating agencies rate the exchange notes and assigns the exchange notes a rating lower than the rating expected by investors, or reduce the rating of the exchange notes in the future, the market price of the exchange notes and our common stock may be adversely affected.

If we automatically convert the exchange notes, you should be aware that there is a substantial risk that the price of our common stock could fluctuate from the date we elect to automatically convert to the conversion date.

      We may elect to automatically convert the exchange notes on or prior to maturity if the closing price of our common stock has exceeded 150% of the conversion price for at least 20 trading days during any period of 30 trading days ending within five trading days prior to the notice of automatic conversion. You should be

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FORWARD-LOOKING STATEMENTS

      This offering circular contains forward-looking statements which involve risks and uncertainties. Words such as “believes,” “expects,” “anticipates” and the like indicate forward-looking statements. Intevac’s actual results may differ materially from those discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, the risk factors set forth elsewhere in this offering circular and in other documents Intevac files from time to time with the Securities and Exchange Commission, including Intevac’s Annual Report on Form 10-K, Form 10-Q’s and Form 8-K’s. Except as otherwise required by law, Intevac undertakes no obligation to update its forward-looking statements.

USE OF PROCEEDS

      We will not receive any proceeds from the exchange offer.

PRICE RANGE OF COMMON STOCK

      Our common stock commenced trading on the Nasdaq National Market November 21, 1995 and is traded under the symbol “IVAC.” As of March 30, 2002, there were approximately 2,000 holders of record of our common stock. The following table sets forth for the periods indicated the high and low closing sale prices for our common stock as reported on the Nasdaq National Market.

TRADING MARKET FOR EXISTING NOTES

      Although the existing notes trade in the over-the-counter market, there is only limited trading for the existing notes.

DIVIDEND POLICY

      We currently anticipate that we will continue to retain our earnings, if any, for use in the operation of our business and do not expect to pay cash dividends on our capital stock in the foreseeable future.

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CAPITALIZATION

      The following table sets forth cash and cash equivalents, long term debt and the unaudited consolidated capitalization of Intevac:

	•	at March 30, 2002; and
	•	at March 30, 2002 as adjusted to give effect to the issuance of the exchange notes, based on the assumption that $18 million principal amount of outstanding existing notes are exchanged on March 30, 2002 pursuant to the terms of the exchange offer.

To the extent that the maximum amount of $18 million existing notes are not validly tendered or accepted in the exchange offer, cash and cash equivalents would increase and the amounts attributed to the exchange notes would decrease and the amounts attributed to the existing notes would increase. The financial data at March 30, 2002 in the following table is derived from our unaudited financial statements for the quarter ended March 30, 2002. This table should be read in conjunction with our consolidated financial statements, related notes and other information included in or attached to this offering circular.

(1)	Statement of Financial Accounting Standards No. 15 (“SFAS 15”) “Accounting by Debtors and Creditors for Troubled Debt Restructurings” addresses the accounting for debt restructurings similar to that undertaken in this exchange offer. The As Adjusted adjustments discussed herein include the accounting treatment required under SFAS 15.
(2)	At face value.
(3)	Consists of $426,000 of original issue discount, $1,177,000 of beneficial conversion feature on the exchange notes and $2,412,000 of fair value of the detachable warrants, less $415,000 to limit total discount on the exchange notes to face value.
(4)	Outstanding shares exclude the shares reserved for issuance upon conversion of the exchange notes, share reserved for issuance upon conversion of any existing notes not tendered in the exchange offer, shares reserved for issuance upon exercise of the warrants, 2,079,251 shares issuable under our employee stock option plan and 237,585 shares issuable under our employee stock purchase plan.
(5)	In accordance with SFAS 15, the exchange consideration of $2,000 in cash, 250 warrants to purchase Intevac common stock at $7.50 per share and with expiration date of March 1, 2006, and $1,000 principal amount of exchange notes for each $5,000 principal amount of existing note, up to a maximum of $18 million aggregate principal amount of existing notes, is accounted for as a troubled debt restructuring. Since the total liability of the existing notes to be exchanged will be greater than the fair value of the exchange consideration, an extraordinary gain of $7,066,000 will be recorded.

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SELECTED CONSOLIDATED FINANCIAL DATA

      The following selected financial data should be read in conjunction with our consolidated financial statements, related notes and other financial information included or attached to this offering circular. The consolidated statement of operations data for the fiscal years ended December 31, 2001 and 2000 and the consolidated balance sheet data as of December 31, 2001 and 2000 are derived from the audited consolidated financial statements included or attached to this offering circular. The consolidated statements of operations data for the fiscal years ended December 31, 1999, 1998, and 1997 and the consolidated balance sheet data as of December 31, 1999, 1998 and 1997 are derived from the audited consolidated financial statements previously filed with the SEC. The consolidated statement of operations data for the three months ended March 30, 2002 and March 31, 2001 and the consolidated balance sheet data as of March 30, 2002 are derived from our unaudited consolidated financial statements included or attached to this offering circular. In the opinion of management, our unaudited consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements and reflect adjustments, consisting only of normal recurring adjustments necessary for the fair presentation of our results of operations and financial position for the periods presented. These results are not necessarily indicative of the results that may be expected for future periods.

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(1)

Computed by dividing earnings by fixed charges. For the purposes of computing the ratio of earnings to fixed charges, earnings consist of income (loss) before provision for income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of debt discount and issuance costs on all indebtedness, and the estimated portion of rental expense deemed by Intevac to be representative of the interest factor of rental payments under operating leases. For the years ended December 31, 1998, 1999, 2000 and 2001, earnings from continuing operations were not sufficient to cover fixed charges by $1,463,000, $21,958,000, $12,324,000 and $13,315,000, respectively. For the three months ended March 30, 2002, earnings from continuing operations were not sufficient to cover fixed charges by $4,358,000.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

      The unaudited pro forma financial data and accompanying notes are presented to reflect the impact of the exchange offer on the Statements of Operations for the year ended December 31, 2001 and for the three months ended March 30, 2002 as if the exchange offer had been in effect at January 1, 2001 and January 1, 2002, respectively.

      The pro forma adjustments are based upon available information and upon certain assumptions that we believe are reasonable. The pro forma consolidated financial information should be read in conjunction with the unaudited consolidated financial statements of the Company set forth in our Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2002, the audited consolidated financial statements of the Company set forth in our Annual Report on Form 10-K for the year ended December 31, 2001, each of which is attached as an appendix, and “Capitalization” and “Selected Consolidated Financial Data,” included in this offering circular.

      The pro forma financial information is presented for illustrative purposes only and is not indicative of future financial position or future results of operations after completion of this exchange offering or future financial position or future results of operations that would have occurred if the exchange offering had been consummated as of the dates described above.

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