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) June 9, 2010
FSI International, Inc.
(Exact name of registrant as specified in its charter)
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| Minnesota
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0-17276
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41-1223238 |
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(State or other jurisdiction)
of incorporation
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| 3455 Lyman Boulevard |
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| Chaska, Minnesota
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55318 |
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| (Address of principal executive offices)
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(Zip Code) |
Telephone Number: (952) 448-5440
(Registrant’s Telephone Number, Including Area Code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
On June 9, 2010, FSI International, Inc. (the “Company”) entered into a Purchase Agreement (the
“Purchase Agreement”) with Craig-Hallum Capital Group, LLC, as manager of the underwriters
identified in Schedule I thereto (the “Underwriters”). Pursuant to the Purchase Agreement, the
Company has agreed to sell and the Underwriters have agreed to purchase for resale to the public,
subject to the terms and conditions expressed therein, 5,400,000 shares of the Company’s common
stock at a price to the public of $3.05 per share, less an underwriting discount of $.183 per
share. In addition, the Underwriters have an option to purchase up to an additional 810,000 shares
of the Company’s common stock on the same terms for 30 days from the date of the Purchase
Agreement, solely to cover over-allotments. The offering is expected to close on June 14, 2010,
subject to customary closing conditions.
The above description of the Purchase Agreement is qualified in its entirety by reference to the
Purchase Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
The common stock to be sold pursuant to the Purchase Agreement was registered pursuant to an
effective shelf Registration Statement on Form S-3 (File No. 333-165785) that the Company filed
with the Securities and Exchange Commission under the Securities Act of 1933, as amended, which
became effective on April 12, 2010.
Faegre & Benson LLP, counsel to the Company, has issued an opinion to the Company, dated June 9,
2010, regarding the legality of the issuance and sale of the shares of common stock of the Company
in the offering A copy of the opinion as to legality is filed as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits
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1.1 |
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Purchase Agreement, dated June 9, 2010, by and between FSI International, Inc.
and Craig-Hallum Capital Group LLC, as manager for the underwriters identified in
Schedule I thereto |
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5.1 |
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Opinion of Faegre & Benson LLP |
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23.1 |
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Consent of Faegre & Benson LLP (included in Exhibit 5.1 above) |
*[Signature Page to Follow]*
SIGNATURE
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, thereunto duly authorized.
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FSI INTERNATIONAL, INC.
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/s/ Patricia M. Hollister
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Patricia M. Hollister |
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Chief Financial Officer |
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Date: June 9, 2010