Filed Pursuant to Rule 424(b)(3) and (c)
Registration No. 333-84252
VEECO INSTRUMENTS INC.
PROSPECTUS SUPPLEMENT NO. 10
DATED AUGUST 26, 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, prospectus supplement no. 2,
dated May 24, 2002, prospectus supplement no. 3, dated May 31, 2002,
prospectus supplement no. 4, dated June 17, 2002, prospectus supplement no.
5, dated June 28, 2002, prospectus supplement no. 6, dated July 8, 2002,
prospectus supplement no. 7, dated July 19, 2002, prospectus supplement no.
8, dated July 30, 2002, and prospectus supplement no. 9, dated August 14,
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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Highbridge International LLC $14,000,000 6.4% 363,541 363,541
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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 stockissuable 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 August 26, 2002.
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