UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)~~: January 10, 2019~~

February 1, 2019

ELECTRO SCIENTIFIC INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

OREGON		0-12853		93-0370304
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

13900 NW Science Park Drive, Portland, Oregon	97229
(Address of principal executive offices)	(Zip Code)

(503) 641-4141

(Registrant’s telephone number, including area code)

No Change

(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:

☐[ ] 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0701. Completion ~~Submission~~ of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Securities Holders~~Assets.

On ~~January~~February 101, 2019, MKS Instruments, Inc., a Massachusetts corporation (“MKS”), completed its previously announced acquisition of Electro Scientific Industries, Inc., an Oregon corporation (“ESI” or the “Company”). ~~held~~Pursuant ato ~~special meeting~~the terms of ~~shareholders~~the Agreement and Plan of Merger, dated October 29, 2018 (the “~~Special~~Merger ~~Meeting~~Agreement”), atamong ESI’s, ~~principal~~MKS and ~~executive~~EAS ~~offices~~Equipment, ~~in Portland~~Inc., ~~Oregon~~a Delaware corporation and a wholly-owned subsidiary of MKS (“Merger Sub”), atMerger ~~11:00~~Sub merged with and into ESI (the “Merger”) with ESI surviving the Merger as a~~.m.~~ wholly-owned subsidiary of MKS, ~~Pacific~~subject ~~Time~~to the terms and conditions set forth therein. Capitalized terms not otherwise defined have the meaning set forth in the Merger Agreement.

AsAt the effective time of the ~~record~~Merger ~~date,~~(the ~~December~~“Effective 5,Time”) ~~2018,~~and pursuant ~~there~~to ~~were~~the ~~34,314,717~~terms ~~shares~~and conditions of ~~common~~the ~~stock~~Merger Agreement, each share of ESI’s ~~issued~~common stock, ~~outstanding~~without ~~and~~par ~~entitled~~value to(each, ~~vote~~a at“Share”) ~~the~~issued ~~Special~~and outstanding as of ~~Meeting.~~ immediately Atprior to the ~~Special~~Effective ~~Meeting,~~Time ~~24,725,093~~(other ~~shares,~~than orShares ~~approximately~~held ~~72.05%~~in the treasury of ~~all~~ESI ~~outstanding~~or ~~shares~~owned, ofdirectly ~~common~~or ~~stock~~indirectly, ~~were~~by ~~present~~MKS, ~~either~~Merger inSub ~~person~~ or byany ~~proxy.~~wholly ~~Three~~owned ~~matters~~subsidiary ~~were~~of ~~voted~~ESI, ~~upon~~MKS ator ~~the~~Merger ~~Special~~Sub ~~Meeting,~~immediately ~~with~~prior to the ~~Board~~Effective ofTime ~~Directors~~(all of ~~ESI~~ which ~~unanimously~~were ~~recommending~~cancelled)) awas ~~vote~~converted ~~“FOR”~~into ~~each of~~ the ~~proposals~~right ~~voted~~to ~~upon,~~receive as$30.00 ~~further~~in ~~described~~cash, inwithout ~~the~~interest ~~definitive~~and ~~proxy~~subject ~~statement~~to ~~filed~~deduction ~~with~~for ~~the~~any ~~Securities~~required ~~and~~withholding ~~Exchange~~tax. ~~Commission~~ESI’s ~~(the~~common ~~“SEC”)~~stock onhas ~~December~~been 6,delisted ~~2018~~from (the ~~“Definitive~~Nasdaq ~~Proxy~~Global ~~Statement~~Select Market (“NASDAQ”) ~~and~~effective ~~mailed~~as toof ~~ESI’s~~the ~~stockholders~~close onof ortrading ~~about~~on ~~December~~February 61, ~~2018~~2019.

~~Proposal~~The ~~No.~~foregoing 1description (of the ~~“Merger~~effects ~~Proposal”)~~of ~~was~~the toMerger ~~consider~~ and ~~vote on a proposal to approve~~ the ~~Agreement and Plan of~~ Merger, ~~dated October 29~~Agreement, ~~2018,~~and ~~among~~the ~~ESI,~~transactions ~~MKS~~contemplated ~~Instruments~~thereby, ~~Inc.,~~does anot purport ~~Massachusetts~~to ~~corporation~~be ~~(“MKS”),~~complete and ~~EAS~~is ~~Equipment,~~subject ~~Inc.~~to, ~~a Delaware corporation~~ and aqualified ~~wholly-owned~~in ~~subsidiary~~its ofentirety ~~MKS~~by ~~(“Merger~~reference ~~Sub”), as it may be amended from time~~ to ~~time (the “Merger Agreement”)~~, ~~and~~ the ~~transactions~~full ~~contemplated~~text byof the Merger Agreement. ~~Pursuant~~A tocopy ~~the terms~~ of the Merger Agreement, ~~Merger~~is ~~Sub~~attached ~~will~~as ~~merge~~Exhibit ~~with~~2.1 ~~and~~to ~~into~~this ~~ESI~~Current ~~(the~~Report ~~“Merger”)~~on ~~and~~Form ~~ESI~~8-K ~~will~~and ~~become~~is aincorporated ~~wholly~~herein by ~~owned subsidiary of MKS~~reference.

~~Proposal~~Item No3.01. Notice 2of ~~(the~~Delisting ~~“Adjournment~~or ~~Proposal”)~~Failure ~~was~~ to ~~consider~~Satisfy ~~and vote on~~ a ~~proposal~~ toContinued ~~adjourn~~Listing ~~the~~Rule ~~Special Meeting to a later date~~ or ~~dates,~~Standard; ifTransfer ~~necessary or appropriate, to solicit additional proxies if there had been insufficient votes to approve the Merger Proposal and the transactions contemplated thereby at the time~~ of ~~the Special Meeting~~Listing.

~~Proposal~~The ~~No.~~information 3set ~~(the~~forth ~~“Merger~~in ~~Compensation~~Item ~~Proposal”)~~2.01 ~~was~~of tothis ~~consider~~Current ~~and~~Report ~~vote~~ on ~~the~~ ~~proposal~~Form ~~to approve, by non~~8-~~binding,~~K ~~advisory~~is ~~vote,~~incorporated ~~certain~~into ~~compensation~~this ~~that~~Item ~~will~~3.01 ~~or may become payable~~ by ~~ESI to its named executive officers in connection with the Merger~~reference.

~~The~~On February 1, 2019, ESI notified NASDAQ of the effectiveness of the Merger. ~~Proposal~~In connection therewith, ~~Adjournment~~ESI ~~Proposal~~informed ~~and~~NASDAQ of the Merger Consideration ~~Compensation~~being ~~Proposal~~paid ~~were~~by ~~approved~~MKS and ~~adopted.~~requested ~~Adjournment~~that NASDAQ file a notification of removal from listing on Form 25 with the ~~Special~~SEC ~~Meeting~~with ~~was~~respect ~~not necessary~~to orthe ~~appropriate~~common ~~because~~stock ~~there~~of ~~were~~ESI. ~~sufficient~~Trading ~~votes~~of atESI common stock on NASDAQ, which traded under the ~~time~~symbol “ESIO,” was suspended as of the ~~Special~~close ~~Meeting~~of tobusiness ~~approve~~on ~~the~~February ~~Merger~~1, ~~Proposal~~2019.

~~The~~Item ~~table~~3.03. Material ~~below~~Modification ~~shows~~to ~~the~~Rights ~~final~~of ~~voting~~Security ~~results from the Special Meeting~~Holders.

	For	Against	Abstained	Broker Non-Votes
Proposal 1 – The Merger Proposal	24,619,855	48,578	56,660	0
Proposal 2 – The Adjournment Proposal	23,324,393	1,351,603	49,097	0
Proposal 3 – The Merger Compensation Proposal	23,746,347	455,843	522,903	0

The information set forth in Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

ItAs isa ~~currently~~result ~~expected~~of ~~that~~ the Merger, ~~will~~each ~~close~~Share inissued ~~early~~and ~~February~~outstanding ~~2019. However,~~immediately ~~there~~prior ~~can~~to bethe noEffective ~~assurance~~Time ~~that~~(other ~~the~~than ~~closing~~Shares ofheld in the treasury ~~Merger~~of ~~will~~ESI ~~occur~~or ~~in early~~owned, ~~February~~directly ~~2019~~or indirectly, by MKS, Merger Sub or ~~that~~any ~~the~~wholly ~~remaining~~owned ~~closing~~subsidiary ~~conditions~~of ESI, ~~including~~MKS ~~the~~or ~~completion~~Merger ofSub immediately prior to the ~~debt~~Effective ~~financing~~Time ~~marketing~~(all ~~period~~of which were cancelled)), ~~will~~was becancelled ~~satisfied~~and inretired aand ~~timely~~automatically converted ~~manner,~~into orthe atMerger ~~all~~Consideration.

Item 85.01. Changes ~~Other~~in ~~Events~~Control of Registrant.

OnThe ~~January~~information ~~10,~~set ~~2019,~~forth ~~ESI~~in ~~issued~~Items a2.01 ~~press~~and ~~release~~5.02 ~~announcing the results~~ of ~~the~~this ~~Special~~Current ~~Meeting.~~Report ~~The~~on ~~press~~Form ~~release~~8-K is ~~attached~~incorporated ~~hereto~~into asthis ~~Exhibit~~Item 995.101 ~~and is incorporated herein in its entirety~~ by reference.

~~Item~~On 9February 1, 2019, as a result of the Merger, a change in control of ESI occurred, and ESI became a wholly-owned subsidiary of MKS.01 ~~Financial~~MKS paid ~~Statements~~approximately $1 billion in cash to ESI’s shareholders pursuant to the Merger Agreement to acquire ESI. ESI intends to file with the SEC, on Form 15, a certification and ~~Exhibits~~notice of termination of the registration of such shares of common stock under Section 12(g) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and suspension of its obligations to file reports under Sections 13 and 15(d) of the Exchange Act. MKS funded the payment of the aggregate consideration with a combination of MKS’s available cash on hand and the proceeds from a term loan facility MKS entered into in connection with the Merger.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, immediately after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, (i) each of the members of the Board of Directors of ESI, Richard H. Wills, Michael D. Burger, Frederick A. Ball, Lynne J. Camp, Laurence E. Cramer and Raymond A. Link, resigned from the Board of Directors of ESI and Kathleen Burke and Seth Bagshaw, the directors of Merger Sub at the Effective Time, became the directors of the surviving corporation and (ii) each of the executive officers of ESI, Michael D. Burger, Allen Muhich, Steve Harris and John Williams, ceased serving in such positions as a result of the Merger, and Mr. Bagshaw became the President and Treasurer and Ms. Burke became the Secretary of the surviving corporation. The directors of the Company did not resign because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

As previously disclosed, MKS negotiated certain arrangements with ESI’s named executive officers, which were subsequently entered into effective as of and contingent upon the completion of the Merger. Upon the consummation of the Merger, MKS and ESI entered into Consulting Agreements with Messrs. Burger and Muhich, and Employment Agreements with Messrs. Harris and Williams. These agreements are summarized in the Supplement to Proxy Statement on Schedule 14A filed by ESI with the Securities and Exchange Commission on January 2, 2019. Such summaries are qualified in their entirety by reference to the agreements, which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in the Merger Agreement, at the Effective Time, the articles of incorporation and bylaws of ESI were amended and restated.

Copies of the amended and restated articles of incorporation and bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
Exhibit No.		Description
99.1		Press Release, dated January 10, 2019
2.1*		Agreement and Plan of Merger, dated as of October 29, 2018, among Electro Scientific Industries, Inc., MKS Instruments, Inc., and EAS Equipment, Inc., is incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by ESI on October 30, 2018.
3.1		Amended and Restated Articles of Incorporation of Electro Scientific Industries, Inc.
3.2		Amended and Restated Bylaws of Electro Scientific Industries, Inc.
10.1		Consulting Agreement, dated as of February 1, 2019, among Electro Scientific Industries, Inc., MKS Instruments, Inc. and Michael D. Burger.
10.2		Consulting Agreement, dated as of February 1, 2019, among Electro Scientific Industries, Inc., MKS Instruments, Inc. and Allen Muhich.
10.3		Employment Agreement, dated as of February 1, 2019, among Electro Scientific Industries, Inc., MKS Instruments, Inc. and Steve Harris.
10.4		Employment Agreement, dated as of February 1, 2019, among Electro Scientific Industries, Inc., MKS Instruments, Inc and John Williams.

~~Cautionary~~* ~~Note~~Schedules ~~Regarding~~and ~~Forward~~annexes have been omitted pursuant to Item 601(b)(2) of Regulation S-~~Looking~~K. ~~Statements~~A copy of any omitted schedule and/or annex will be furnished supplementally to the Securities and Exchange Commission upon request.

This communication, and any documents to which ESI refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent ESI’s current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction. Without limiting the foregoing, the words “expects,” “may,” “will,” and similar expressions are intended to identify forward-looking statements. You should read any such forward-looking statements carefully, as they involve a number of risks, uncertainties and assumptions that may cause actual results to differ significantly from those projected or contemplated in any such forward-looking statement. Those risks, uncertainties and assumptions include, (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect ESI’s business and the price of the common stock of ESI, (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the proposed transaction on ESI’s business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction, (vi) risks related to diverting management’s attention from ESI’s ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us related to the merger agreement or the proposed transaction, (viii) unexpected costs, charges or expenses resulting from the proposed transaction, and (ix) other risks described in ESI’s filings with the SEC, such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, ESI does not assume any obligation to update any such forward-looking statements whether as the result of new developments or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~January~~ February 101, 2019

Electro Scientific Industries, Inc. By: /s/ ~~Allen~~Seth ~~Muhich~~H. Bagshaw Name: ~~Allen~~Seth ~~Muhich~~H. Bagshaw Title: ~~Vice~~ President~~, Chief Financial Officer and Corporate Secretary~~

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