Item 8.01 Other Events

FEI Company (the "Company") is filing this Current Report on Form 8-K (the "8-K") to update the Company's Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 20, 2009 (the "10-K"), for the adoption of Financial Accounting Standards Board ("FASB") Staff Position APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) ("FSP APB 14-1"). FSP APB 14-1 requires the issuer of convertible debt instruments with cash settlement features to account for the debt component separately from the equity component (or conversion option) in a manner that reflects the issuer's nonconvertible debt borrowing rate. FSP APB 14-1 applies to the Company's $150.0 million principal amount of Zero Coupon Convertible Subordinated Notes that were retired in the second quarter of 2008. FSP APB 14-1 requires retrospective application and early adoption was not permitted. The retrospective application of FSP APB 14-1 affects the Company's financial information for the years 2004, 2005, 2006, 2007 and 2008 as reflected in Exhibit 99.1 to this 8-K.

The following components of the 10-K are being adjusted retrospectively to reflect the adoption of FSP APB 14-1 and are included as an exhibit to this 8-K and incorporated herein by reference:

• Item 6- Selected Financial Data;

• Item 7- Management's Discussion and Analysis of Financial Condition and Results of Operations; and

• Item 8- Financial Statements and Supplementary Data.

Only the components identified above are being revised by this 8-K. Information in the 10-K is generally stated as of December 31, 2008 and this 8-K does not update the disclosure in the 10-K that may have been affected by subsequent events. Consequently, this 8-K should be read in conjunction with the 10-K and the Company's subsequent filings with the Securities and Exchange Commission (the "SEC"), including, but not limited to, the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended April 5, 2009 and July 5, 2009, filed with the SEC on May 7, 2009 and August 6, 2009, respectively (collectively, the "10-Qs") and the Company's Periodic Reports on From 8-K as filed with the SEC from time to time. Such subsequent filings contain important information about events and developments regarding the Company that have occurred since the filing of the 10-K. The Company has previously adjusted the unaudited interim condensed consolidated financial statements for periods covered by the 10-Qs to reflect the retrospective application of FSP APB 14-1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is filed herewith and this list is intended to constitute the exhibit index:

Exhibit
Number Description

23.1 Consent of Deloitte & Touche, LLP

99.1 As adjusted Part II, Item 6-Selected Financial Data; As adjusted Part II, Item 7- Management's Discussion and Analysis of Financial Condition and Results of Operations; As adjusted Part II, Item 8- Financial Statements and Supplementary Data

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