content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
   
   
                                     FORM 8-K
  
  
                                  CURRENT REPORT
  
  
                        Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934
   
        Date of Report (date of earliest event reported): December 16, 1996
  
   
   
                        INTEGRATED PROCESS EQUIPMENT CORP.
  --------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
   
   
             Delaware                        0-20470               77-0296222
  --------------------------------------------------------------------------------
  (State or other jurisdiction of    (Commission File Number)   (I.R.S. Employer
   incorporation or organization)                              Identification No.)
   
   
                                  911 Bern Court
                                San Jose, CA  95112
          --------------------------------------------------------------
           (Address, including zip code, of principal executive offices)
   
        Registrant's telephone number, including area code:  (408) 436-2170
   
                                  Not Applicable
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  <PAGE>
   
  Item 5.  Other Events
           ------------
  
       In a press release disseminated on December 17, 1996, Integrated Process
  Equipment Corp. ("IPEC") announced that it has completed a $25 million equity
  financing with Fletcher International Limited ("Fletcher"). Pursuant to a
  Subscription Agreement dated December 12, 1996 (the "Agreement"), Fletcher
  purchased 100,000 shares of newly issued Series C Convertible Preferred Stock
  (the "Preferred Shares") and a warrant to acquire up to 456,000 shares of the
  IPEC's Common Stock (the "Warrant"). The offer and sale of these securities
  were not registered under the Securities Act of 1933 pursuant to the exemption
  provided by Regulation S and these securities may not be offered or sold in
  the United States absent registration or an applicable exemption from
  registration requirements. Hambrecht & Quist LLC served as the IPEC's
  placement agent.
  
       The Preferred Shares are convertible into shares of Common Stock on or
  after January 31, 1997, and will automatically convert into Common Stock on
  December 31, 2002.  At the holder's option, each Preferred Share is convertible
  at a premium over an average of the volume-weighted average daily market prices
  of the Common Stock.  The number of shares of Common Stock to be issued upon
  conversion will vary based on future stock price movements.
  
       The Warrant may be exercised from and after June 16, 1998 to and including
  December 16, 2002 at the exercise price of $24.567 per share.  The
  exercisability of the Warrant may accelerate in certain circumstances as
  specified in the Warrant.  In June 1997, the number of shares of Common Stock
  issuable upon exercise of the Warrant is subject to reduction in certain
  circumstances as specified in the Warrant.
  
       The foregoing description of the Preferred Shares and the Warrant is only a
  summary and is qualified in its entirety by reference to the Certificate of
  Designation and the Warrant Certificate attached as Exhibit 99.1.
  
       The proceeds from the equity financing are expected to be used to reduce
  outstanding borrowings and for working capital purposes.
  
   
  
  Item 7.  Financial Statements and Exhibits
           ---------------------------------
  
  (c) Exhibits
  
       Copies of the Subscription Agreement, with all its annexes (the Certificate
  of Designation, the Warrant Certificate, and the Schedule of Disclosure), and
  the December 17, 1996 press release are filed as exhibits to this Current Report
  on Form 8-K.
  
                                        -2-
  <PAGE>
   
       Pursuant to the requirements of the Securities Exchange Act of 1934,
  Integrated Process Equipment Corp. has duly caused this report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
                                          Integrated Process Equipment Corp.
  
  
                                          By:   /s/ John S. Hodgson
                                               -----------------------------
                                                    John S. Hodgson
                                                    Vice President and Chief
                                                    Financial Officer
  
  
  
  Date: December 26, 1996
  
                                        -3-
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
  
  Exhibit
  Number                   Exhibit Title
  ------                   -------------
   
  99.1*  -- Subscription Agreement dated as of December 12, 1996 between
            Integrated Process Equipment Corp. and Fletcher International Limited
            with all its annexes (the Certificate of Designation, the Warrant
            Certificate, and the Schedule of Disclosure)
  
  99.2*  -- Press Release dated December 17, 1996
  
  --------------------------
  *         Filed herewith
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metadata_filer: {"company-data": {"conformed-name": "INTEGRATED PROCESS EQUIPMENT CORP", "cik": "0000882389", "assigned-sic": "3559", "irs-number": "770296222", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20470", "film-number": "96688363"}, "business-address": {"street1": "911 BERN COURT", "city": "SAN JOSE", "state": "CA", "zip": "95112", "phone": "4084362170"}}
text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
   
   
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                        Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934
   
        Date of Report (date of earliest event reported): December 16, 1996
  
   
   
                        INTEGRATED PROCESS EQUIPMENT CORP.
  --------------------------------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
   
   
             Delaware                        0-20470               77-0296222
  --------------------------------------------------------------------------------
  (State or other jurisdiction of    (Commission File Number)   (I.R.S. Employer
   incorporation or organization)                              Identification No.)
   
   
                                  911 Bern Court
                                San Jose, CA  95112
          --------------------------------------------------------------
           (Address, including zip code, of principal executive offices)
   
        Registrant's telephone number, including area code:  (408) 436-2170
   
                                  Not Applicable
  --------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)
  Item 5.  Other Events
           ------------
  
       In a press release disseminated on December 17, 1996, Integrated Process
  Equipment Corp. ("IPEC") announced that it has completed a $25 million equity
  financing with Fletcher International Limited ("Fletcher"). Pursuant to a
  Subscription Agreement dated December 12, 1996 (the "Agreement"), Fletcher
  purchased 100,000 shares of newly issued Series C Convertible Preferred Stock
  (the "Preferred Shares") and a warrant to acquire up to 456,000 shares of the
  IPEC's Common Stock (the "Warrant"). The offer and sale of these securities
  were not registered under the Securities Act of 1933 pursuant to the exemption
  provided by Regulation S and these securities may not be offered or sold in
  the United States absent registration or an applicable exemption from
  registration requirements. Hambrecht & Quist LLC served as the IPEC's
  placement agent.
  
       The Preferred Shares are convertible into shares of Common Stock on or
  after January 31, 1997, and will automatically convert into Common Stock on
  December 31, 2002.  At the holder's option, each Preferred Share is convertible
  at a premium over an average of the volume-weighted average daily market prices
  of the Common Stock.  The number of shares of Common Stock to be issued upon
  conversion will vary based on future stock price movements.
  
       The Warrant may be exercised from and after June 16, 1998 to and including
  December 16, 2002 at the exercise price of $24.567 per share.  The
  exercisability of the Warrant may accelerate in certain circumstances as
  specified in the Warrant.  In June 1997, the number of shares of Common Stock
  issuable upon exercise of the Warrant is subject to reduction in certain
  circumstances as specified in the Warrant.
  
       The foregoing description of the Preferred Shares and the Warrant is only a
  summary and is qualified in its entirety by reference to the Certificate of
  Designation and the Warrant Certificate attached as Exhibit 99.1.
  
       The proceeds from the equity financing are expected to be used to reduce
  outstanding borrowings and for working capital purposes.
  
   
  
  Item 7.  Financial Statements and Exhibits
           ---------------------------------
  
  (c) Exhibits
  
       Copies of the Subscription Agreement, with all its annexes (the Certificate
  of Designation, the Warrant Certificate, and the Schedule of Disclosure), and
  the December 17, 1996 press release are filed as exhibits to this Current Report
  on Form 8-K.
  
                                        -2-
  Pursuant to the requirements of the Securities Exchange Act of 1934,
  Integrated Process Equipment Corp. has duly caused this report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
                                          Integrated Process Equipment Corp.
  
                                          By:   /s/ John S. Hodgson
                                               -----------------------------
                                                    John S. Hodgson
                                                    Vice President and Chief
                                                    Financial Officer
  
  Date: December 26, 1996
  
                                        -3-
  EXHIBIT INDEX
  
  Exhibit
  Number                   Exhibit Title
  ------                   -------------
   
  99.1*  -- Subscription Agreement dated as of December 12, 1996 between
            Integrated Process Equipment Corp. and Fletcher International Limited
            with all its annexes (the Certificate of Designation, the Warrant
            Certificate, and the Schedule of Disclosure)
  
  99.2*  -- Press Release dated December 17, 1996
  
  --------------------------
  *         Filed herewith