Filed Pursuant to Rule 424(b)(3) and (c)
Registration No. 333-84252
VEECO INSTRUMENTS INC.
PROSPECTUS SUPPLEMENT NO. 3
DATED MAY 31, 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,
prospectus supplement no. 1, dated May 17, 2002, and prospectus supplement no.
2, dated May 24, 2002. This prospectus supplement is qualified by reference to
the prospectus and such prospectus supplements, except to the extent that the
information provided hereby supersedes the information contained in the
prospectus or in those supplements. 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 and/or a previous prospectus supplement, the information set forth in
the table below regarding that selling securityholder supersedes the information
in the prospectus and/or such supplement:
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
------------------------- ------------------------ ----------------- --------------------- --------------
HOLDERS OF CONVERTIBLE
NOTES OR SHARES ISSUABLE
UPON CONVERSION THEREOF
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1976 Distribution Trust FBO
Jane A. Lauder............. $19,000 * 493 493
2000 Revocable Trust FBO
A.R. Lauder/Zinterhofer.... $10,000 * 259 259
Advent Convertible Master
Cayman LP.................. $4,113,000 1.9% 106,803 106,803
Allentown City Firefighters
Pension Plan............... $32,000 * 830 830
Alpha U.S. Sub Fund 4,
LLC........................ $476,000 * 12,360 12,360
American Motorist Insurance
Company.................... $772,000 * 20,046 20,046
Arapahoe County Colorado... $75,000 * 1,947 1,947
British Virgin Islands Social
Security Board............. $108,000 * 2,804 2,804
City of New Orleans........ $310,000 * 8,049 8,049
City University of
New York................... $186,000 * 4,829 4,829
Grady Hospital Foundation.. $163,000 * 4,232 4,232
HFR Convertible Arbitrage
Account.................... $409,000 * 10,620 10,620
Lyxor...................... $656,000 * 17,034 17,034
Maryland Retirement Agency. $3,940,000 1.8% 102,311 102,311
Municipal Employees........ $279,000 * 7,244 7,244
New Orleans Firefighters
Pension/Relief Fund........ $168,000 * 4,362 4,362
Occidental Petroleum
Corporation................ $315,000 * 8,179 8,179
Policeman and Fireman
Retirement System of the
City of Detroit............ $764,000 * 19,839 19,839
Pro-mutual................. $916,000 * 23,786 23,786
Shell Pension Trust........ $487,000 * 12,646 12,646
The Grable Foundation...... $179,000 * 4,648 4,648
2
Trustmark Insurance
Company ................... $420,000 * 10,906 10,906
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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 31, 2002.
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