Information Contained in this Report on Form
6-K
On August 6, 2018,
KLA-Tencor
Corporation
(KLA-Tencor)
filed its Annual Report on Form
10-K
for the year ended June 30, 2018 (the
KLA-Tencor
10-K),
including the
KLA-Tencor
financial statements as of June 30, 2018 and 2017, and for each of the years in the three year period ended June 30, 2018
(KLA-Tencor
Annual Financial Statements) and managements report on internal control over financial reporting as of June 30, 2018. The
KLA-Tencor
10-K,
including the
KLA-Tencor
Annual Financial Statements and managements report on internal control over financial reporting as of June 30, 2018, has been
incorporated by reference into the Orbotech
S-8s
(as defined below). The
KLA-Tencor
Annual Financial Statements and the effectiveness of
KLA-Tencors
internal control over financial reporting as of June 30, 2018 have been audited by PricewaterhouseCoopers LLP as stated in their report included in the
KLA-Tencor
10-K.
The consent of PricewaterhouseCoopers LLP to the incorporation by reference of its report in the Orbotech
S-8s
is attached hereto as Exhibit 23.1.
* * * * * *
This report on
Form 6-K, including
the exhibit attached hereto, is incorporated by reference
into the Registration Statements on
Form S-8 (Registration No.
33-25782, Registration No.
33-78196, Registration No.
333-05440, Registration No.
333-06542, Registration No.
333-08404, Registration No.
333-09342,
Registration No.
333-11124, Registration No.
333-12692, Registration No.
333-127979, Registration No.
333-154394, Registration No.
333-169146 and
Registration No.
333-207878;
collectively, the Orbotech
S-8s) of
Orbotech Ltd.
(Orbotech) previously filed with the Securities and Exchange Commission (the SEC).
Additional Information and Where to Find It
This report is provided in respect of a proposed business combination involving
KLA-Tencor
and
Orbotech. This report does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote or approval nor shall there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, solicitation, sale, issuance or transfer would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed transaction was submitted to the shareholders of
Orbotech for their consideration through the proxy statement/prospectus described below. On May 16, 2018,
KLA-Tencor
filed with the SEC a Registration Statement on Form
S-4
(the Registration Statement) that included a preliminary proxy statement/prospectus with respect to Orbotech in connection with the merger of an indirect subsidiary of
KLA-Tencor
with and into Orbotech, with Orbotech surviving, and with respect to
KLA-Tencors
common stock to be issued in the proposed transaction. The Registration
Statement was amended and declared effective on June 7, 2018, a copy of the final proxy statement/prospectus contained therein was first made available to Orbotech shareholders on June 7, 2018 and was mailed to Orbotech shareholders on or
about June 15, 2018 and the Extraordinary General Meeting of shareholders of Orbotech was held on July 12, 2018.
KLA-Tencor
and Orbotech also plan to file other documents with the SEC regarding the
proposed transaction.
This report is not a substitute for any prospectus, proxy statement or any other document that
KLA-Tencor
or Orbotech has or may file with the SEC in connection with the proposed transaction. Investors and security holders of
KLA-Tencor
and Orbotech are urged to read
the proxy statement/prospectus and any other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed transaction.
You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SECs website (www.sec.gov).
In addition, investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by
KLA-Tencor
on
KLA-Tencors
Investor Relations page
(http://ir.kla-tencor.com)
or by writing to
KLA-Tencor
Corporation, Investor Relations,
1 Technology Drive, Milpitas, CA 95035 (for documents filed with the SEC by
KLA-Tencor),
or by Orbotech on Orbotechs Investor Relations page (investors.Orbotech.com) or by writing to Orbotech Ltd.,
Investor Relations, 7 Sanhedrin Boulevard, North Industrial Zone, Yavne 8110101 Israel (for documents filed with the SEC by Orbotech).