UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~August 30~~September 19, 2016

FEI COMPANY

(Exact name of registrant as specified in its charter)

Oregon

000-22780

93-0621989

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5350 NE Dawson Creek Drive, Hillsboro, Oregon 97124

(Address of principal executive offices, including zip code)

(503) 726-7500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Securities Holders~~Assets.

On ~~August 30~~September 19, 2016, Thermo Fisher Scientific Inc., a Delaware corporation (“Thermo Fisher”), completed its previously announced acquisition of FEI Company (“FEI” or the “Company”). ~~held~~Pursuant ato ~~special~~the ~~meeting~~terms of ~~shareholders~~the Agreement and Plan of Merger, dated May 26, 2016 (the “~~Special~~Merger ~~Meeting~~Agreement”), atamong FEI’s, ~~principal~~Thermo ~~executive~~Fisher ~~offices~~and Polpis inMerger ~~Hillsboro~~Sub Co., an Oregon corporation and a wholly-owned subsidiary of Thermo Fisher (“Merger Sub”), Merger Sub merged with and into FEI (the “Merger”) with FEI surviving the Merger as a wholly-owned subsidiary of Thermo Fisher, subject to the terms and conditions set forth therein. Capitalized terms not otherwise defined have the meaning set forth in the Merger Agreement.

AsPursuant to the terms of the ~~record~~Merger ~~date~~Agreement, ~~July 25,~~at ~~2016,~~the ~~there~~effective ~~were~~time 41of the Merger (the “Effective Time”),~~015,658~~ ~~shares~~each ofshare of common stock, no par value, of FEI (such shares, collectively, the “Shares”) outstanding ~~and~~immediately ~~entitled~~prior to ~~vote~~the atEffective ~~the~~Time, ~~Special~~as ~~Meeting.~~well Atas ~~the Special~~each ~~Meeting,~~right 35to receive,~~466,870~~ ~~shares~~or interest in, any Share or ~~approximately~~other ~~86.47%~~common equity of ~~all~~FEI ~~outstanding~~(excluding (i) any shares ofheld ~~common~~in ~~stock,~~the ~~were~~treasury ~~present~~of ~~either~~FEI in(other ~~person~~than orShares byin ~~proxy.~~the ~~Three~~Company’s ~~matters~~1995 ~~were~~Stock ~~voted~~Incentive ~~upon~~Plan atand the ~~Special~~Company’s ~~Meeting~~Employee Share Purchase Plan) or owned, ~~with~~directly ~~the~~or ~~Board~~indirectly, ofby ~~Directors~~Thermo ofFisher, FEI ~~recommending~~or aany of their subsidiaries ~~vote~~(other ~~“FOR”~~than ~~each~~held ofby Merger Sub) immediately prior to the ~~proposals~~Effective ~~voted~~Time ~~upon,~~and as(ii) ~~further~~outstanding ~~described~~equity inawards, the ~~definitive~~treatment ~~proxy~~of ~~statement~~which ~~filed~~are ~~with~~described ~~the~~below) ~~Securities~~was cancelled and ~~Exchange~~retired ~~Commission~~and (automatically converted into the ~~“SEC”)~~right onto ~~July 27~~receive $107.50 per Share in cash, ~~2016~~without interest and less any applicable withholding tax (the “~~Definitive~~Merger ~~Proxy Statement~~Consideration”).

~~Proposal~~At ~~No. 1~~or immediately prior to the Effective Time, (A) each option to purchase Shares outstanding under the Company’s 1995 Stock Incentive Plan (a “~~Merger~~Company ~~Proposal~~Stock Option”) that was fully vested as of immediately prior to ~~consider~~the Effective Time terminated and ceased ~~vote~~to onrepresent a ~~proposal~~right to ~~approve~~acquire Shares, and the ~~Agreement~~holder ~~and Plan~~thereof was entitled to receive an amount of ~~Merger~~cash equal to the product of the number of Shares subject to such Company Stock Option as of immediately prior to the Effective Time multiplied by the excess, ~~dated~~if ~~May 26~~any, ~~2016~~of (the “Merger ~~Agreement”)~~Consideration ~~among~~over ~~FEI,~~the ~~Thermo~~per ~~Fisher~~share ~~Scientific~~exercise ~~Inc.~~price of such Company Stock Option, and (“B) each Company Stock Option that had not fully vested as of immediately prior to the Effective Time was assumed by Thermo Fisher”) and ~~Polpis~~converted ~~Merger~~into ~~Sub~~an ~~Co.,~~award representing a ~~wholly~~right ~~owned~~to ~~subsidiary~~receive an amount of ~~Thermo~~cash ~~Fisher~~equal ~~(“Merger Sub”),~~to asthe itproduct ~~may~~of bethe ~~amended~~number ~~from~~of ~~time~~Shares subject to ~~time,~~such ~~and~~Company Stock Option as of immediately prior to the ~~transactions~~Effective ~~contemplated~~Time multiplied by the excess, if any, of the Merger ~~Agreement.~~Consideration ~~Pursuant~~over the per share exercise price of such Company Stock Option, which award otherwise is subject to the same vesting terms as were in effect immediately prior to the Effective Time. Any unvested Company Stock Option held by a non-employee member of the ~~Merger~~Board ~~Agreement~~of Directors as of May 26, ~~Merger~~2016 ~~Sub~~that ~~will~~was ~~merge~~assumed ~~with~~by ~~and~~Thermo ~~into~~Fisher ~~FEI~~as (described in the ~~“Merger”)~~preceding sentence immediately vested and ~~FEI~~was ~~will~~settled as a result of his or her cessation of service as of the ~~become~~Effective Time. Any Company Stock Option, whether vested or unvested, with a ~~wholly~~per ~~owned~~share ~~subsidiary~~exercise price greater than or equal to the Merger Consideration was cancelled for no consideration as of ~~Thermo~~immediately ~~Fisher~~prior to the Effective Time.

~~Proposal~~At ~~No. 2~~or (immediately prior to the Effective Time, each restricted share unit with respect to Shares granted under the Company’s 1995 Stock Incentive Plan (each such unit, whether or not performance-based, a “~~Adjournment~~Company ~~Proposal~~RSU”), that was outstanding immediately prior to ~~consider~~the Effective Time, whether or not vested, was assumed by Thermo Fisher and ~~vote~~converted oninto aan award ~~proposal~~representing a right to ~~adjourn~~receive an amount of cash equal to the ~~Special~~product ~~Meeting~~of the number of Shares subject to such Company RSU as of immediately prior to the Effective Time (assuming any performance conditions were satisfied at the target level), multiplied ifby ~~necessary~~the orMerger ~~appropriate~~Consideration, which award otherwise is subject to ~~solicit~~the ~~additional~~same ~~proxies~~vesting and delivery terms as were in ~~favor~~effect ofimmediately prior to the ~~proposal~~Effective toTime. ~~approve~~Any Company RSU held by a non-employee member of the ~~Merger~~Board ~~Agreement~~of ifDirectors ~~there~~as ~~are~~of May 26, ~~insufficient~~2016 ~~votes~~that atwas assumed by Thermo Fisher as described in the ~~time~~preceding sentence immediately vested and was settled as a result of ~~such~~his ~~adjournment~~or toher ~~approve~~cessation ~~such~~of ~~proposal~~service as of the Effective Time.

~~Proposal~~The ~~No. 3~~foregoing (description of the ~~“Merger~~effects ~~Compensation~~of ~~Proposal”)~~the ~~was~~Merger toand ~~consider~~the Merger Agreement, and ~~vote~~the ontransactions acontemplated ~~proposal~~thereby, does not purport to ~~approve~~be complete and is subject to, and qualified in its entirety by ~~non-binding,~~reference ~~advisory vote~~to, ~~certain~~the ~~compensation~~full ~~that~~text ~~will~~of orthe ~~may~~Merger ~~become~~Agreement. ~~payable~~A bycopy ~~FEI~~of the Merger Agreement was attached as Exhibit 2.1 to ~~its~~FEI’s ~~named~~Current ~~executive~~Report ~~officers~~on inForm ~~connection~~8-K filed with the ~~Merger~~Securities and Exchange Commission (“SEC”) on June 2, 2016, and is incorporated herein by reference.

~~The~~Item ~~Merger~~3.01. ~~Proposal, Adjournment~~Notice ~~Proposal~~of ~~and~~Delisting ~~the~~or ~~Merger~~Failure ~~Compensation~~to ~~Proposal~~Satisfy ~~were~~a ~~approved.~~Continued ~~The~~Listing ~~table~~Rule ~~below~~or ~~shows~~Standard; ~~the~~Transfer ~~final~~of ~~voting results from the Special Meeting~~Listing.

	For	Against	Abstained	BrokerNon-Votes
Proposal 1 – The Merger Proposal	35,414,825	50,105	1,940	0
Proposal 2 – The Adjournment Proposal	33,406,805	2,025,944	34,121	0
Proposal 3 – The Merger Compensation Proposal	35,031,377	385,329	50,164	0

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.

On ~~August 30~~September 19, 2016, FEI ~~issued~~notified athe ~~press~~NASDAQ ~~release~~Global ~~announcing~~Market ~~that~~(“NASDAQ”) ~~its~~of ~~shareholders~~the ~~approved~~effectiveness of the Merger. atIn connection therewith, FEI informed NASDAQ of the ~~Special Meeting~~Merger Consideration being paid by Thermo Fisher and requested that NASDAQ file a notification of removal from listing on Form 25 with the SEC with respect to the common stock of FEI. ~~The~~Trading ~~press~~of ~~release~~FEI common isstock ~~attached~~on NASDAQ was suspended as ~~Exhibit~~of 99the close of business on September 19, 2016.1 FEI ~~hereto~~will file with the SEC, on Form 15, a certification and isnotice ~~incorporated~~of ~~herein~~termination byof ~~reference~~the registration of such shares of common stock under Section 12(g) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and suspension of its obligations to file reports under Sections 13 and 15(d) of the Exchange Act.

Item 93.0103. ~~Financial~~Material ~~Statements~~Modification ~~and~~to ~~Exhibits~~Rights of Security Holders.

~~Exhibit~~The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Number		Description
99.1		FEI Company Press Release, dated August 30, 2016

Pursuant to the terms of the Merger Agreement, at the Effective Time, each Share outstanding immediately prior to the Effective Time, as well as each right to receive, or interest in, any Share or other common equity of FEI (excluding (i) any shares held in the treasury of FEI (other than Shares in the Company’s 1995 Stock Incentive Plan or the Company’s Employee Share Purchase Plan) or owned, directly or indirectly, by Thermo Fisher, FEI or any of their subsidiaries (other than held by Merger Sub) immediately prior to the Effective Time and (ii) any Company Stock Option or Company RSU)), was cancelled and retired and automatically converted into the Merger Consideration.

~~Forward-Looking~~Item ~~Statements~~5.01. Changes in Control of Registrant.

~~This~~The ~~Current~~information ~~Report~~set onforth ~~Form~~in ~~8-K,~~Items ~~and~~2.01 ~~the documents to which we refer you herein~~ and in5.02 ~~the~~of ~~Definitive~~this ~~Proxy~~Current ~~Statement,~~Report ~~as well as information included in oral statements or other written statements made or to be made by us or~~ on ~~our~~Form ~~behalf contain “forward~~8-~~looking~~K ~~statements”~~is ~~that~~incorporated dointo ~~not~~this ~~directly~~Item ~~or exclusively relate to historical facts~~5.01 ~~You can typically identify forward-looking statements~~ by ~~the~~ ~~use~~reference. ~~of forward-looking words, such as “may,”~~

~~“should,”~~On ~~“could,”~~September ~~“project~~19,” ~~“believe~~2016,” ~~“anticipate,”~~as ~~“expect,”~~a ~~“estimate,”~~result ~~“continue,” “potential,” “plan,” “forecast” and other words~~ of similar import. Shareholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. Risks and uncertainties include, among other things, uncertainties regarding the timing of the closing of the transaction; the possibility that various closing conditions to the Merger ~~may not be satisfied or waived~~, ~~including that~~ a ~~governmental~~change ~~entity~~in ~~may~~control ~~prohibit, delay, or refuse to grant approval for the consummation~~ of ~~the transaction; that there is a material adverse change to~~ FEI; ~~risks to the consummation of the Merger~~occurred, ~~including general economic conditions~~ and ~~related~~FEI ~~uncertainties;~~became the amount of the costs, fees and charges related to the Merger Agreement or the Merger, the possibility that expected benefits related to the proposed transaction may not materialize as expected; the pendency of the transaction or a ~~failure~~wholly-owned tosubsidiary ~~complete the transaction could have a material adverse effect on FEI’s business, results~~ of ~~operations,~~Thermo Fisher. ~~financial~~Thermo ~~condition~~Fisher ~~and~~paid ~~stock~~approximately ~~price;~~$4.2 ~~the~~billion ~~transaction~~in ~~not~~cash ~~being timely completed, if completed at all; prior~~ to ~~the completion of the transaction,~~ FEI’s ~~business~~shareholders ~~experiencing~~pursuant ~~disruptions due~~ to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, licensees, other business partners or governmental entities, difficulty retaining key employees, and the ~~parties~~Merger ~~being~~Agreement ~~unable~~ to ~~successfully~~acquire ~~implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all~~FEI. ~~Additional~~The ~~important~~aggregate ~~factors~~consideration ~~that~~paid ~~could cause actual results to differ materially from those indicated by such forward-looking statements are set forth~~ in ~~Thermo Fisher’s Annual Report on Form 10-K for~~ the ~~year~~Merger ~~ended~~was ~~December 31,~~funded ~~2015~~by and its subsequent Quarterly Reports on Form 10-Q, including its Quarterly Report on Form 10-Q for the quarter ended July 2, 2016, each of which is on file with the SEC and available in the “Investors” section of Thermo Fisher’s ~~website, ir.thermofisher.com, under the heading “SEC Filings,” and in other documents Thermo Fisher files~~ with ~~the~~cash ~~SEC,~~from ~~and in FEI’s Annual Report on Form 10-K for the year ended December 31, 2015 and~~ its ~~subsequent~~balance ~~Quarterly~~sheet ~~Reports on Form 10-Q, including its Quarterly Report on Form 10-Q for the quarter ended July 3, 2016, each of which is on file with the SEC~~ and ~~available in~~ the ~~investor~~proceeds ~~relations section~~ of ~~FEI’s~~ ~~website,~~a ~~investor.fei.com,~~term ~~under~~loan ~~the heading “SEC Filings,”~~ and innotes ~~other documents FEI files with the SEC~~offering.

~~While~~Item ~~Thermo~~5.03. ~~Fisher~~Amendment ~~or FEI may elect~~ to ~~update~~Articles ~~forward-looking~~of ~~statements~~Incorporation ator ~~some~~Bylaws; ~~point~~Change in ~~the~~Fiscal future, Thermo Fisher and FEI specifically disclaim any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing either Thermo Fisher’s or FEI’s views as of any date subsequent to todayYear.

~~SIGNATURES~~As described in the Merger Agreement, at the Effective Time, the articles of incorporation and bylaws of FEI were amended and restated.

~~Pursuant~~Copies ~~to the requirements~~ of the ~~Securities~~amended ~~Exchange~~and ~~Act~~restated articles of ~~1934,~~incorporation asand ~~amended,~~bylaws ~~the~~are ~~Registrant~~attached ~~has~~hereto ~~duly~~as ~~caused~~Exhibit ~~this~~3.1 ~~report~~and toExhibit be3.2, ~~signed~~respectively, onand ~~its~~are ~~behalf~~incorporated herein by ~~the undersigned hereunto duly authorized~~reference.

~~FEI~~Item ~~Company By: /s/ Bradley J~~8. ~~Thies Bradley J~~01. ~~Thies~~Other ~~Senior Vice President of Law and Administration, General Counsel and Secretary~~Events.

~~Date:~~On ~~August 30~~September 19, 2016, Thermo Fisher issued a press release announcing the consummation of the Merger. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

~~EXHIBIT~~Item ~~INDEX~~9.01. Financial Statements and Exhibits.

~~Exhibit~~(d) Exhibits

Number		Description
ExhibitNo.		Description
99.1		FEI Company Press Release, dated August 30, 2016
2.1		Agreement and Plan of Merger, dated as of May 26, 2016, among FEI Company, Thermo Fisher Scientific Inc., and Polpis Merger Sub Co., is incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by FEI on June 2, 2016.
3.1		Amended and Restated Articles of Incorporation of FEI Company.
3.2		Amended and Restated Bylaws of FEI Company.
99.1		Press Release of Thermo Fisher Scientific Inc., dated September 19, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of May 26, 2016, among FEI Company, Thermo Fisher Scientific Inc., and Polpis Merger Sub Co., is incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by FEI on June 2, 2016.

3.1		Amended and Restated Articles of Incorporation of FEI Company.

3.2		Amended and Restated Bylaws of FEI Company.

99.1		Press Release of Thermo Fisher Scientific Inc., dated September 19, 2016.

FEI Company

DATE: September 23, 2016

/s/ Seth H. Hoogasian

Seth H. Hoogasian

President and Secretary

Filing Compare · FEI CO