Filed Pursuant to Rule 424(b)(3) and (c)
Registration No. 333-84252
VEECO INSTRUMENTS INC.
PROSPECTUS SUPPLEMENT NO. 1
DATED MAY 17, 2002
TO
PROSPECTUS DATED MAY 8, 2002
$220,000,000 4-1/8% CONVERTIBLE SUBORDINATED NOTES DUE 2008,
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES AND
4,044,119 ADDITIONAL SHARES OF COMMON STOCK
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This prospectus supplement supplements and should be read in
conjunction with the prospectus of Veeco Instruments Inc. dated May 8, 2002,
which is to be delivered with this prospectus supplement. This prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information provided hereby supersedes the information contained in the
prospectus. All capitalized terms used but not defined in this prospectus
supplement have the meanings given them in the prospectus.
INVESTING IN THE NOTES AND IN OUR COMMON STOCK INVOLVES RISKS THAT ARE
DESCRIBED IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 6 OF THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The information appearing in the table below, as of the date hereof,
supplements the information in the table appearing under the heading "Selling
Securityholders" in the prospectus, and where the name of a selling
securityholder identified in the table below also appears in the table in the
prospectus, the information set forth in the table below regarding that selling
securityholder supersedes the information in the prospectus:
NUMBER OF SHARES OF
PRINCIPAL AMOUNT OF NOTES(1) COMMON STOCK(1)(2)
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BENEFICIALLY OWNED PRIOR
TO THE OFFERING PERCENTAGE OF BENEFICIALLY OWNED
SELLING SECURITYHOLDER(1) AND OFFERED HEREBY NOTES OUTSTANDING PRIOR TO THE OFFERING OFFERED HEREBY
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HOLDERS OF CONVERTIBLE
NOTES OR SHARES ISSUABLE
UPON CONVERSION THEREOF
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BP Amoco Corporation
Master Trust for Employee
Pension Plans.............. $2,960,000 1.3% 76,863 76,863
Canyon Capital Arbitrade
Master Fund, Ltd........... 1,500,000 * 38,950 38,950
Canyon MAC 18, LTD
(RMF)...................... 250,000 * 6,491 6,491
Canyon Value Realization
Fund (Cayman), Ltd......... 2,250,000 1.0% 58,426 58,426
Canyon Value Realization
Fund, LP................... 1,000,000 * 25,967 25,967
CIBC World Markets......... 9,500,000 4.3% 246,689 246,689
Continental Assurance
Company.................... 1,040,000 * 27,005 27,005
Merrill, Lynch, Pierce,
Fenner and Smith Inc....... 5,423,000 2.5% 140,820 140,820
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* Less than 1%.
(1) Information concerning the selling securityholders may change from time
to time. Any such changed information will be set forth in supplements
to this prospectus if and when necessary. The amount of notes and the
number of shares of our common stock issuable upon conversion of the
notes indicated may be in excess of the total amount registered under
the shelf registration statement of which this prospectus forms a part,
due to sales or transfers by selling securityholders of such notes or
shares in transactions exempt from the registration requirements of the
Securities Act after the date on which they provided us information
regarding their holdings of notes and such shares of common stock.
(2) For purposes of presenting the number of shares of our common stock
beneficially owned by holders of notes, we assume a conversion price
under the notes of $38.51 per share of our common stock, and a cash
payment in lieu of the issuance of any fractional share interest.
However, the conversion price is subject to adjustment as described
under "Description of the Notes--Conversion Rights." As a result, the
number of shares of common stock issuable upon conversion of the notes,
and as a consequence, the number of shares beneficially owned by the
holders of notes, may increase or decrease in the future.
The date of this prospectus supplement is May 17, 2002.
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