VEECO INSTRUMENTS INC

FORM 8-K(Current report filing)

Filed 04/22/13 for the Period Ending 04/22/13

Address TERMINAL DRIVE

PLAINVIEW, NY 11803Telephone 516 677-0200

CIK 0000103145Symbol VECO

SIC Code 3559 - Special Industry Machinery, Not Elsewhere ClassifiedIndustry Semiconductors

Sector TechnologyFiscal Year 12/31

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 22 , 2013

VEECO INSTRUMENTS INC. (Exact name of registrant as specified in its charter)

Terminal Drive, Plainview, New York 11803

(Address of principal executive offices)

(516) 677-0200 (Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): � Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) � Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) � Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) � Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Delaware (State or other jurisdiction

of incorporation)

0-16244 (Commission File Number)

11-2989601 (IRS Employer

Identification No.)

Item 2.02 Results of Operations and Financial Condition. On April 22, 2013, Veeco Instruments Inc. (“Veeco” or the “Company”) issued a press release announcing selected metrics for the quarter ended March 31, 2013 and providing an update on current business conditions. In connection with the release, Veeco held a conference call. Due to the ongoing accounting review announced on November 15, 2012, Veeco is unable to report revenue and earnings information for the quarter ended March 31, 2013. In connection with the release and the related conference call, Veeco posted a presentation relating to selected metrics for the quarter ended March 31, 2013 and current business conditions on its website (www.veeco.com). Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report. Item 8.01 Other Events See the disclosure under Item 2.02 above which is incorporated by reference hereunder. Item 9.01 Financial Statements and Exhibits. (d) Exhibits .

The information in this report, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall this information or these exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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.

2

Exhibit Description

99.1

Press release issued by Veeco dated April 22, 2013 99.2

Veeco Q1 2013 Business Update Conference Call, April 22, 2013

April 22, 2013 VEECO INSTRUMENTS INC.

By: /s/ Gregory A. Robbins

Name: Gregory A. Robbins

Title: Senior Vice President and General Counsel

EXHIBIT INDEX

3

Exhibit Description

99.1

Press release issued by Veeco dated April 22, 2013 99.2

Veeco Q1 2013 Business Update Conference Call, April 22, 2013

EXHIBIT 99.1

Veeco Instruments Inc., 1 Terminal Drive, Plainview, NY 11803 Tel. 516-677-0200 Fax. 516-677-0380 FOR IMMEDIATE RELEASE Contact: Debra Wasser, SVP Investor Relations & Corporate Communications, 516-677-0200 x1472

VEECO PROVIDES SELECTED FIRST QUARTER 2013 METRICS AND UPDATE ON CURRENT BUSINESS CONDITIONS

Plainview, N.Y., April 22, 2013 — Veeco Instruments Inc. (Nasdaq: VECO) is providing select financial metrics and business highlights for the quarter ended March 31, 2013. Due to the accounting review announced on November 15, 2012, the Company is unable to report revenue and earnings information.

• First quarter 2013 bookings were $70 million including: MOCVD $37 million, MBE $6 million (LED & Solar total $43 million), and Data Storage $27 million.

• The Company’s unaudited cash balance at March 31, 2013 was $588 million, up from $579 million at December 31, 2012. • First quarter system shipments declined sharply, on a sequential basis, in both MOCVD and Data Storage. • With few MOCVD deals available, Veeco continues to experience significant competitive pricing pressure.

John R. Peeler, Veeco’s Chairman and Chief Executive Officer, commented, “First quarter business conditions remained extremely challenging, with system shipments at very low levels and bookings the weakest we have seen since early 2009. We are pleased that Veeco continues to weather this business downturn with a strong cash position.” “Looking ahead, end market signals in MOCVD are mixed but appear to be trending in a positive direction,” added Mr. Peeler. “Some key LED customers are operating at close to full utilization rates, and we are now booking some rush purchase orders — the first we have seen in two years. In particular, some Chinese customers with committed funding for MOCVD equipment are planning fab expansions. In Data Storage, customers are making technology buys and we are seeing an increase in quotations for MBE systems for research applications. While visibility remains limited, we anticipate meaningfully higher bookings in the second quarter.” Mr. Peeler concluded, “It is a top priority to conclude our accounting review as soon as possible. Veeco’s other key focus areas for 2013 are our plans to fortify and build on our leadership positions in our core markets, especially in LED lighting which we believe is a huge market opportunity in front of us, and to leverage our technologies into adjacent markets like power electronics, OLED, MEMS and EUV.”

Conference Call A conference call will be held at 5:00PM ET today to review these business highlights and current market conditions. Due to the Company’s ongoing revenue recognition accounting review, only select business metrics will be disclosed. Callers should dial 1-888-539-3696 (toll free) or

NEWS

1-719-785-1753 using passcode 4649475. The call will also be webcast live on the Veeco website at www.veeco.com. A replay of the call will be available beginning at 8:00pm ET tonight through 8:00pm ET on May 6, 2013 at 888-203-1112 or 719-457-0820, using passcode 4649475, or on the Veeco website. Please follow along with our slide presentation also posted on the website. For information regarding the accounting review, please see the Company’s Current Report on Form 8-K filed on March 1, 2013. The Company continues to conduct the review and intends to file its Forms 10-Q and 10-K as soon as reasonably practicable after these accounting matters are resolved. About Veeco Veeco’s process equipment solutions enable the manufacture of LEDs, power electronics, hard drives, MEMS and wireless chips. We are the market leader in MOCVD, MBE, Ion Beam and other advanced thin film process technologies. Our high performance systems drive innovation in energy efficiency, consumer electronics and network storage and allow our customers to maximize productivity and achieve lower cost of ownership. For information on our company, products and worldwide service and support, please visit www.veeco.com. To the extent that this news release discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include the risks discussed in the Business Description and Management’s Discussion and Analysis sections of Veeco’s Annual Report on Form 10-K for the year ended December 31, 2011 and in our subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and press releases. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

# # #

Exhibit 99.2

Q1 2013 Business Update Conference Call Apri l 22, 2013

Agenda Select First Quarter 2013 Metrics Current Business Condit ions Growth Opportunit ies

Safe Harbor To the extent that this presentat ion discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertaint ies that could cause actual results to differ materially from the statements made. These items include the risk factors discussed in the Business Description and Management's Discussion and Analysis sections of Veeco's Annual Report on Form 10-K for the year ended December 31, 2011 and subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K. Veeco does not undertake any obl igation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

Select First Quarter 2013 Metrics

Select Q1 2013 Financial Metrics Bookings ~$70M Trough conditions continued in MOCVD Cash Balance $588M Very weak overall business conditions MOCVD $37M (-42% sequentially) MBE $6M (-51%) Data Storage $27M (+64%) Good job managing cash and working capital Sequent ial shipments decline sharply: MOCVD & Data Storage

Highlights of Accounting Review Technical account ing issues related to “multiple element arrangements” for MOCVD transact ions originat ing in 2009 and 2010 These systems were delivered, accepted and paid for in full Review is not related to product quality or any customer satisfaction issues The Company is undergoing a comprehensive review of simi lar “multiple element” arrangements since 2009 Still unclear whether or not a restatement of the timing of the recognition of revenue or related expenses will be required Goal to be a timely SEC filer as soon as practical

Veeco’ s Growth Opportunit ies Growth Exci ting Power Electronics OLED EUV MBE R&D Systems MEMS MOCVD Services OPP RTUNITY in LED Lighting Huge

Veeco’ s Growth Strategy Expand Leadership in Core Markets LED Lighting Compound Semi Product ion Hard Disk Drive #1 Technology MBE IBD, IBE, PVD (Data Storage) Extend to New Growth Markets Organic and Acquisi tions GaN Power Electronics Grow Share in MBE R&D Penetrate OLED MEMS EUV Photomask MOCVD

LED - New, Greener Paradigm for Lighting 62% Source: DOE website; data for U.S. alone Reduce electricity demands from light ing by: By 2025, LED Lighting Adoption Will ...

Eliminate 258 mil lion metric tons of carbon emissions LED - New, Greener Paradigm for Lighting By 2025, LED Lighting Adoption Will ...

LED - New, Greener Paradigm for Lighting Save over $280B and enable us to avoid building 133 new power plants By 2025, LED Lighting Adoption Will ...

LED TV 1500 MOCVD LED Lighting Adoption is Accelerating LED Lighting projected to grow at 35% CAGR from 2010 to 2020 LED Demand by Area (B mm2) Cellphone 250 MOCVD LED Lighting ~3000+ MOCVD LED Lighting CAGR 35% LED TV Wall Street and Veeco Estimates 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Veeco Helping to Drive the LED Lighting Market 24 % 29 % 44 % 62% 51% 2007 2008 2009 2010 2011 2012 Veeco investments and innovation will enable LED l ighting mass adoption Next Generation Platform ↑ Yield, ↓ CoO ↑ Brightness In-situ Control Automation Note: Estimated comparative market share Veeco and Aixtron only K465i and MaxBright are #1 Selling MOCVD Systems with the Industry’s Highest Product ivity Veeco Market Share

Focus on Services Growth Continues New Service Products Expand Veeco Certified Equipment across more product lines “Designed in” Services for new products MOCVD: post-warranty parts and services, local depots, consumables, performance upgrades MOCVD Services to Increase ~70% from 2011 to 2013 25% Grew Services in 2012

Power Electronics: New Growth Opportunity for MOCVD Power Suppl ies Solar Consumer Electronics Wind Automobile Power Electronics device market continues to grow1 GaN-based power devices offer higher efficiency, switching speed and lower power consumption Veeco is positioned at key customer sites around the globe to support this high growth segment Notes: 1) Yole Nov 2011, 2) IMS Research Feb 2012 GaN Power Device Market2 71% CAGR

Growing MBE in 2013 and Beyond Capitalizing on our Leadership MBE Position To Increase Our Market Share in R&D Veeco GEN2000 on Cover

Entering OLED Market Through Core Deposit ion Source Technology Veeco Deposit ion Source for OLED OLED equipment is quickly becoming a bil lion dollar plus opportunity

Hard Disk Drives Will Continue to Dominate Storage 2012 3,500 0 2020 It took Seagate 29 years to reach their first bil lion hard drives and only four years to reach their second billion Source: Western Digital Exabyte Shipments Over 85% of exabytes in 2020 will be stored on HDDs 2016 Cl ient PC Personal Consumer Electronics Cloud Smart Phones/ Tablets Cloud SSD Client SSD ...

Global Trends Driving Veeco’s MEMS Opportunity We are the largest supplier of thin fi lm magnetics process equipment Over 800 etch and deposition systems installed worldwide Strong technical team and dedicated applications lab Source: Semico Research Corp. Dec 2012 $Bill ions of dollars $20 2005 2015 MEMS Revenue by Application Automotive Smartphones Displays $0

Veeco IBD Required for EUV Mask Roadmap $300B semiconductor market investing heavily in EUV to solve li thography challenges Defect-free photomasks are a technical roadblock We have 100% market share in Ion Beam Deposit ion for this application Currently engaged with key industry players on next-gen equipment solutions

Veeco’ s Growth Opportunit ies Growth Exci ting Power Electronics OLED EUV MBE R&D Systems MEMS MOCVD Services OPP RTUNITY in LED Lighting Huge

Market Outlook

Markets Showing Signs of Improvement Utilization rates high – first “rush” MOCVD orders in 2 years China fab build-outs continue for select funded companies Data storage customers making select technology investments Anticipate Higher Bookings in Q2 Increase in quotations for MBE R&D systems LED Lighting market heating up

Q&A Session