Filed Pursuant to Rule 424(b)(3) and (c)
Registration No. 333-84252
VEECO INSTRUMENTS INC.
PROSPECTUS SUPPLEMENT NO. 2
DATED MAY 24, 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, and
prospectus supplement no. 1, dated May 17, 2002. This prospectus supplement is
qualified by reference to the prospectus and such prospectus supplement, except
to the extent that the information provided hereby supersedes the information
contained in the prospectus or in that supplement. 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
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HOLDERS OF CONVERTIBLE
NOTES OR SHARES ISSUABLE
UPON CONVERSION THEREOF
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Marathon Global Convertible
Master Fund, Ltd........... $7,000,000 3.2% 181,770 181,770
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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 24, 2002.
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