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Form 8-K for GENUS INC

2-Jul-2004

Other Events and Financial Statements & Exhibits

On July 1, 2004, Genus, Inc. ("Genus") entered into an Agreement and Plan of Merger with Aixtron Aktiengesellschaft, a stock corporation organized under the laws of the Federal Republic of Germany ("Aixtron") (the "Merger Agreement"), pursuant to which a California corporation will be merged with and into Genus (the "Merger"), on the terms and subject to the conditions of the Merger Agreement.

The Merger is subject to various conditions, including, among other things, approval for quotation of Aixtron American Depositary Shares on the Nasdaq and approval by the shareholders of both Genus and Aixtron.

In connection with the Merger and the Merger Agreement, Genus also entered into an Agreement in Principle (the "Agreement in Principle") with Aixtron regarding the joint design and development of a hybrid ALD/AVD multiwafer production tool.

The foregoing description of the Merger and the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this report as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Agreement in Principle is qualified in its entirety by reference to the Agreement in Principle, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein by reference. In addition, the press release issued by Genus and Aixtron on July 2, 2004 relating to the signing of the Merger Agreement is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

º (c) º Exhibits.

 2.1    Agreement and Plan of Merger by and between Genus, Inc. and Aixtron      
        Aktiengesellschaft, dated July 1, 2004                                   
10.1    Agreement in Principle by and between Genus, Inc. and Aixtron            
        Aktiengesellschaft, dated July 1, 2004                                   
99.1    Press release issued by Genus, Inc. and Aixtron Aktiengesellschaft dated 
        July 2, 2004                                                             

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