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Washington, D.C. 20549
For the quarterly period ended June 30, 2012
For the transition period from to .
Commission file number 0-16244
VEECO INSTRUMENTS INC.
(Exact Name of Registrant as Specified in Its Charter)
Registrants telephone number, including area code: (516) 677-0200
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
39,156,634 shares of common stock, $0.01 par value per share, were outstanding as of the close of business on July 23, 2012.
SAFE HARBOR STATEMENT
This Quarterly Report on Form 10-Q (the Report) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Discussions containing such forward-looking statements may be found in Part I. Items 2 and 3 hereof, as well as within this Report generally. In addition, when used in this Report, the words believes, anticipates, expects, estimates, plans, intends and similar expressions are intended to identify forward-looking statements. All forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from projected results. These risks and uncertainties include, without limitation, the following:
· Our operating results have been, and may continue to be, adversely affected by unfavorable market conditions;
· Market adoption of LED technology for general lighting could be slower than anticipated;
· Our failure to successfully manage our outsourcing activities or failure of our outsourcing partners to perform as anticipated could adversely affect our results of operations and our ability to adapt to fluctuating order volumes;
· The further reduction or elimination of foreign government subsidies and economic incentives may adversely affect the future order rate for our MOCVD equipment;
· Our operating results have been, and may continue to be, adversely affected by tightening credit markets;
· Our backlog is subject to customer cancellation or modification and such cancellation could result in decreased sales and increased provisions for excess and obsolete inventory and/or liabilities to our suppliers for products no longer needed;
· The failure to estimate customer demand accurately could result in excess or obsolete inventory and\or liabilities to our suppliers for products no longer needed, while manufacturing interruptions or delays could affect our ability to meet customer demand;
· The cyclicality of the industries we serve directly affects our business;
· We rely on a limited number of suppliers, some of whom are our sole source for particular components;
· Our sales to HB LED and data storage manufacturers are highly dependent on these manufacturers sales for consumer electronics applications, which can experience significant volatility due to seasonal and other factors, which could materially adversely impact our future results of operations;
· We are exposed to the risks of operating a global business, including the need to obtain export licenses for certain of our shipments and political risks in the countries we operate;
· The timing of our orders, shipments, and revenue recognition may cause our quarterly operating results to fluctuate significantly;
· We operate in industries characterized by rapid technological change;
· We face significant competition;
· We depend on a limited number of customers, located primarily in a limited number of regions, that operate in highly concentrated industries;
· Our sales cycle is long and unpredictable;
· Our inability to attract, retain, and motivate key employees could have a material adverse effect on our business;
· The price of our common shares may be volatile and could decline significantly;
· We are subject to foreign currency exchange risks;
· The enforcement and protection of our intellectual property rights may be expensive and could divert our limited resources;
· We may be subject to claims of intellectual property infringement by others;
· Our acquisition strategy subjects us to risks associated with evaluating and pursuing these opportunities and
integrating these businesses;
· We may be required to take additional impairment charges for goodwill and indefinite-lived intangible assets or definite-lived intangible and long-lived assets;
· Changes in accounting pronouncements or taxation rules or practices may adversely affect our financial results.
· We are subject to internal control evaluations and attestation requirements of Section 404 of the Sarbanes-Oxley Act;
· We are subject to risks of non-compliance with environmental, health and safety regulations.
· We have significant operations in locations which could be materially and adversely impacted in the event of a natural disaster or other significant disruption;
· We have adopted certain measures that may have anti-takeover effects which may make an acquisition of our Company by another company more difficult; and
· The matters set forth in this Report generally, including the risk factors set forth in Part 2. Item 1A. Risk Factors.
Consequently, such forward-looking statements should be regarded solely as the Companys current plans, estimates, and beliefs. The Company does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.
We file annual, quarterly and current reports, information statements and other information with the Securities and Exchange Commission (the SEC). The public may obtain information by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.
We maintain a website where additional information concerning our business and various upcoming events can be found. The address of our website is www.veeco.com. We provide a link on our website, under Investors Financial Information SEC Filings, through which investors can access our filings with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to such reports. These filings are posted to our website, as soon as reasonably practicable after we electronically file such material with the SEC.
VEECO INSTRUMENTS INC.
(In thousands, except per share data)
Veeco Instruments Inc. and Subsidiaries
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