<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)
 X       Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         For the Quarter Ended September, 30 1999
                                       or

         Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934
         For the transition period from __________ to ___________.

                         Commission File Number 0-11370


                              CERPROBE CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                              <C>
                                 DELAWARE                                              86-0312814
                      (State or other jurisdiction of                               (I.R.S. Employer
                      incorporation or organization)                             Identification Number)

               1150 NORTH FIESTA BOULEVARD, GILBERT, ARIZONA                              85233
                  (Address of principal executive offices)                             (Zip Code)
</TABLE>

                                 (480) 333-1500
              (Registrant's telephone number, including area code)



     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __


     As of November 12, 1999, there were 7,897,995 shares of the registrant's
Common Stock outstanding.
<PAGE>   2
                              CERPROBE CORPORATION


                          QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1999

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
                         PART I - FINANCIAL INFORMATION

<S>         <C>                                                                 <C>
ITEM 1.     FINANCIAL STATEMENTS

            Condensed Consolidated Balance Sheets -
            September 30, 1999 and December 31, 1998.........................    3

            Condensed Consolidated Statements of Operations -
            Three and Nine Months Ended September 30, 1999 and 1998..........    4

            Condensed Consolidated Statements of Cash Flows -
            Nine Months Ended September 30, 1999 and 1998....................    5

            Notes to Condensed Consolidated Financial Statements.............    7


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS.............................    11

ITEM 3      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......    17



                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS...............................................    18

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K................................    18

SIGNATURE   ................................................................    19
</TABLE>


                                       2
<PAGE>   3
                      CERPROBE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              SEPTEMBER 30,         DECEMBER 31,
                                 ASSETS                                           1999                  1998
                                                                               ------------         ------------
                                                                               (UNAUDITED)
<S>                                                                            <C>                  <C>
Current assets:
    Cash                                                                       $  6,875,144         $  4,753,696
    Short-term investment securities                                              8,833,859           14,305,400
    Accounts receivable, net of allowance of $336,645
      in 1999 and $333,364 in 1998                                                9,122,115            8,951,680
    Inventories, net                                                              6,717,686            5,303,631
    Accrued interest receivable                                                      26,749              102,093
    Prepaid expenses                                                              1,207,405              869,382
    Income taxes receivable                                                       4,487,104              714,811
    Deferred tax asset                                                              428,685              446,092
    Net assets of discontinued operations                                              --              1,481,903
                                                                               ------------         ------------
      Total current assets                                                       37,698,747           36,928,688

Property, plant, and equipment, net                                              23,301,099           22,698,509
Intangible assets, net                                                            2,905,121            3,050,460
Other assets                                                                        894,217            1,007,917
                                                                               ------------         ------------

      Total assets                                                             $ 64,799,184         $ 63,685,574
                                                                               ============         ============

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                           $  3,016,796         $  2,534,997
    Accrued expenses                                                              3,156,825            3,075,894
    Current portion of notes payable                                              1,026,090              138,985
    Current portion of capital lease obligations                                    624,575              660,192
    Net liabilities of discontinued operations                                      428,859                 --
                                                                               ------------         ------------
      Total current liabilities                                                   8,253,145            6,410,068

Notes payable, less current portion                                               2,157,730              731,555
Capital lease obligations, less current portion                                   1,780,355            2,472,563
Other liabilities                                                                      --                  7,073
                                                                               ------------         ------------
      Total liabilities                                                          12,191,230            9,621,259
                                                                               ------------         ------------
Minority interest                                                                   846,160              590,465

Commitments and contingencies

Stockholders' equity:
    Preferred stock, $.05 par value; authorized 10,000,000
      shares; issued and outstanding none                                              --                   --
    Common stock, $.05 par value; authorized 25,000,000
      shares; issued 8,363,245 and outstanding 7,897,995 shares at
      September 30, 1999 and issued 8,131,279 and outstanding 7,645,126
      shares at December 31, 1998                                                   418,162              406,564
    Additional paid-in capital                                                   56,659,487           55,271,200
    Retained earnings                                                             1,113,664            3,505,734
    Accumulated other comprehensive loss:
      Foreign currency translation                                                 (313,991)            (188,131)
                                                                               ------------         ------------
                                                                                 57,877,322           58,995,367
    Treasury stock, at cost, 465,250 shares at September 30, 1999
      and 486,153 shares at December 31, 1998                                    (5,274,063)          (5,521,517)
    Notes receivable from officers and directors                                   (841,465)                --
                                                                               ------------         ------------
      Total stockholders' equity                                                 51,761,794           53,473,850
                                                                               ------------         ------------

      Total liabilities and stockholders' equity                               $ 64,799,184         $ 63,685,574
                                                                               ============         ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>   4
                      CERPROBE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED SEPTEMBER 30,   NINE MONTHS ENDED SEPTEMBER 30,
                                                                  --------------------------------   -------------------------------
                                                                        1999             1998             1999            1998
                                                                    ------------     ------------     ------------     ------------
<S>                                                                 <C>              <C>              <C>              <C>
Net sales                                                           $ 14,932,031     $ 20,107,096     $ 44,640,667     $ 61,199,104
Costs of goods sold                                                    9,742,588       11,513,959       29,644,646       35,473,693
                                                                    ------------     ------------     ------------     ------------
      Gross profit                                                     5,189,443        8,593,137       14,996,021       25,725,411
                                                                    ------------     ------------     ------------     ------------

Expenses:
    Selling, general, and administrative                               5,073,263        4,714,758       15,038,943       14,370,299
    Engineering and product development                                1,186,108          955,978        3,248,051        2,301,671
    Acquisition related expenses                                            --          1,568,000             --          1,568,000
                                                                    ------------     ------------     ------------     ------------
      Total expenses                                                   6,259,371        7,238,736       18,286,994       18,239,970
                                                                    ------------     ------------     ------------     ------------

Operating income (loss)                                               (1,069,928)       1,354,401       (3,290,973)       7,485,441
                                                                    ------------     ------------     ------------     ------------
Other income (expense):
    Interest income                                                      192,831          328,161          623,670        1,063,877
    Interest expense                                                    (105,286)         (59,546)        (309,268)        (182,133)
    Other, net                                                           (80,087)         219,379          (81,163)         258,195
                                                                    ------------     ------------     ------------     ------------
      Total other income                                                   7,458          487,994          233,239        1,139,939
                                                                    ------------     ------------     ------------     ------------

Income (loss) from continuing operations before
    minority interest and income taxes                                (1,062,470)       1,842,395       (3,057,734)       8,625,380

Minority interest                                                        (84,978)         (86,147)        (273,494)        (111,540)
                                                                    ------------     ------------     ------------     ------------

Income (loss) from continuing operations before income taxes          (1,147,448)       1,756,248       (3,331,228)       8,513,840

Income tax (expense) benefit                                             269,310         (720,613)         944,480       (3,528,637)
                                                                    ------------     ------------     ------------     ------------

Income (loss) from continuing operations                                (878,138)       1,035,635       (2,386,748)       4,985,203

Discontinued operations:
    Loss from operations of SVTR, Inc., net of taxes                        --           (785,097)          (5,322)      (1,922,457)
    Loss on disposal of SVTR, Inc., net of taxes                            --         (3,807,740)            --         (3,807,740)
                                                                    ------------     ------------     ------------     ------------
      Loss from discontinued operations                                     --         (4,592,837)          (5,322)      (5,730,197)
                                                                    ------------     ------------     ------------     ------------
Net loss                                                            $   (878,138)    $ (3,557,202)    $ (2,392,070)    $   (744,994)
                                                                    ============     ============     ============     ============

Net income (loss) per common share:
    Basic:
    From continuing operations                                      $      (0.11)    $       0.13     $      (0.31)            0.62
    From discontinued operations                                            0.00            (0.59)           (0.00)           (0.71)
                                                                    ------------     ------------     ------------     ------------
    Net loss per common share                                       $      (0.11)    $      (0.46)    $      (0.31)    $      (0.09)
                                                                    ============     ============     ============     ============

    Weighted average number of common
      shares outstanding                                               7,836,237        7,768,874        7,740,136        8,058,011
                                                                    ============     ============     ============     ============

    Diluted:
    From continuing operations                                      $      (0.11)    $       0.13     $      (0.31)            0.62
    From discontinued operations                                            0.00            (0.59)           (0.00)           (0.71)
                                                                    ------------     ------------     ------------     ------------
    Net loss per common share                                       $      (0.11)    $      (0.46)    $      (0.31)    $      (0.09)
                                                                    ============     ============     ============     ============

    Weighted average number of common and
      common equivalent shares outstanding                             7,836,237        7,768,874        7,740,136        8,058,011
                                                                    ============     ============     ============     ============
</TABLE>



     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>   5
                      CERPROBE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    NINE MONTHS ENDED SEPTEMBER 30,
                                                                                   ---------------------------------
                                                                                       1999                 1998
                                                                                   ------------         ------------
<S>                                                                                <C>                  <C>
Cash flows from operating activities:
     Income (loss) from continuing operations                                      $ (2,386,748)        $  4,985,203
     Adjustments to reconcile net income (loss) from continuing operations
         to net cash provided by (used in) continuing operations:
             Depreciation and amortization                                            4,279,538            3,378,441
             Acquisition related expenses                                                  --              1,568,000
             (Gain) loss on sale of equipment                                            (3,176)             435,996
             Loss on disposal of discontinued operations, net of taxes                     --              3,807,740
             Tax benefit from exercise of nonqualified stock options                     71,000              106,000
             Deferred income taxes                                                      (17,168)            (717,555)
             Provision for losses on accounts receivable                                  4,000               19,920
             Provision for obsolete inventory                                           180,000              315,000
             Income applicable to minority interest                                     273,494              111,540
             Changes in working capital of continuing operations
                 Accounts receivable                                                   (174,435)          (1,323,031)
                 Inventories                                                         (1,594,055)            (730,671)
                 Prepaid expenses and other assets                                     (293,052)            (175,710)
                 Income taxes receivable                                             (1,963,188)             157,955
                 Accounts payable and accrued expenses                                  562,730             (317,706)
                 Accrued income taxes                                                      --               (108,648)
                 Other liabilities                                                       (7,073)              (7,100)
                                                                                   ------------         ------------
                     Net cash provided by (used in) continuing operations            (1,068,133)          11,505,374
                                                                                   ------------         ------------
                     Net cash provided by (used in) discontinued operations              96,335           (5,293,953)
                                                                                   ------------         ------------
                     Net cash provided by (used in) operating activities               (971,798)           6,211,421
                                                                                   ------------         ------------
Cash flows from investing activities:
     Purchase of property, plant, and equipment                                      (4,745,100)          (7,128,764)
     Redemption of investment securities                                              5,471,541           11,399,209
     Distribution from CRPB Investors, L.L.C                                            178,649                 --
     Investment in CRPB Investors, L.L.C                                                   --                 47,656
     Purchase of Upsys-Cerprobe, L.L.C                                                     --               (376,366)
     Purchase of Cerprobe Europe S.A.S., net of cash acquired                              --             (3,230,230)
     Proceeds from sale of equipment                                                     11,487                 --
                                                                                   ------------         ------------
                     Net cash provided by investing activities                          916,577              711,505
                                                                                   ------------         ------------
Cash flows from financing activities:
     Issuance of notes payable                                                        3,000,000            1,661,310
     Payments on notes payable                                                       (1,414,546)            (701,247)
     Issuance of notes receivable                                                      (841,465)                --
     Expenses from issuance of common stock                                                --               (245,093)
     Purchase of treasury stock                                                            --             (4,781,107)
     Net proceeds from employee stock purchase plan                                     177,674              238,164
     Net proceeds from exercise of stock options                                      1,398,665              184,763
                                                                                   ------------         ------------
                     Net cash provided by (used in) financing activities              2,320,328           (3,643,210)
                                                                                   ------------         ------------
Effect of exchange rates on cash                                                       (143,659)            (147,228)
                                                                                   ------------         ------------
Net increase in cash                                                                  2,121,448            3,132,488
Cash, beginning of period                                                             4,753,696            2,715,490
                                                                                   ------------         ------------
Cash, end of period                                                                $  6,875,144         $  5,847,978
                                                                                   ============         ============
</TABLE>

                                        5
<PAGE>   6

                      CERPROBE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                         -----------        -----------
<S>                                                                                      <C>                <C>
Supplemental disclosures of cash flow information from continuing operations:
     Interest paid                                                                       $   309,268        $   182,133
                                                                                         ===========        ===========
     Income taxes paid                                                                   $   371,619        $ 2,049,282
                                                                                         ===========        ===========
Supplemental disclosures of non-cash investing activities:
     The Company made acquisitions for $3.6 million in the nine months ended
         September 30, 1998
         The purchase prices were allocated to the assets acquired and
         liabilities assumed based on their fair values as indicated in the notes
         to the consolidated financial statements. A summary of the acquisitions
         is as follows:
     Purchase price                                                                      $      --          $ 3,626,366
     Less cash acquired                                                                         --              (19,770)
     Common stock issued                                                                        --                 --

                                                                                         -----------        -----------
         Cash invested                                                                   $      --          $ 3,606,596
                                                                                         ===========        ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>   7
                      CERPROBE CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

(1)    BASIS OF PREPARATION

       The accompanying condensed consolidated financial statements as of
       September 30, 1999 and for the three and nine months ended September 30,
       1999 and 1998 are unaudited, but reflect all adjustments (consisting only
       of normal recurring adjustments) that are, in the opinion of management,
       necessary for a fair presentation of financial position and operating
       results for the interim periods. The condensed consolidated balance sheet
       as of December 31, 1998 was derived from the audited consolidated
       financial statements at such date.

       Pursuant to accounting requirements of the Securities and Exchange
       Commission applicable to quarterly reports on Form 10-Q, the accompanying
       consolidated financial statements and notes do not include all
       disclosures required by generally accepted accounting principles for
       complete financial statements. Accordingly, these statements should be
       read in conjunction with Cerprobe Corporation's (the "Company") annual
       financial statements and notes thereto included in the Company's Annual
       Report on Form 10-K for the year ended December 31, 1998.

       Results of operations for interim periods are not necessarily indicative
       of those to be achieved for full fiscal years.

       PRINCIPLES OF CONSOLIDATION

       The condensed consolidated financial statements include the accounts of
       Cerprobe Corporation and its subsidiaries: Cerprobe Interconnect
       Solutions, Inc. ("CIS"), SVTR, Inc. ("SVTR"), Cerprobe Europe Limited,
       Cerprobe Europe S.A.S., Cerprobe Asia Holdings Pte Ltd, and Cerprobe
       Japan Co., Ltd. All significant intercompany transactions have been
       eliminated in consolidation.

       Cerprobe Asia Holdings Pte Ltd is a 60% owner of Cerprobe Asia Pte Ltd;
       the balance is owned by Asian investors. Cerprobe Asia Pte Ltd's wholly
       owned subsidiaries, Cerprobe Singapore Pte Ltd and Cerprobe Taiwan Co.,
       Ltd., operate full service sales and manufacturing plants.

       In the third quarter of 1998, the Company discontinued operations of
       SVTR, a company that refurbished, reconfigured, and serviced wafer
       probing equipment. See Note 4.

       In September 1998, the Company acquired France-based Cerprobe Europe
       S.A.S. The Company designs, manufactures, and distributes probe cards at
       its manufacturing plant near Marseilles.

       In March 1999, the Company formed Cerprobe Japan Co., Ltd. to operate a
       sales and distribution facility in Yokohama, Japan.

(2)    COMMITMENTS AND CONTINGENCIES

       In October 1998, the Company filed an action against the former
       President, Director, and shareholders of Silicon Valley Test & Repair,
       Inc. (renamed SVTR, Inc.), which was acquired by the Company, in January
       1997. The suit seeks rescission of the acquisition and/or monetary
       damages arising from failure of the defendants to disclose material facts
       regarding the origins of

                                        7
<PAGE>   8
       certain software necessary for SVTR, Inc.'s business. In February 1999,
       the defendants filed a counter claim against the Company alleging
       conversion, interference with contractual relations, unfair business
       practices, breach of contract, and specific performance allegedly arising
       from the Company's actions to preclude the defendants from selling the
       Company stock received by defendants as part of the purchase price of
       Silicon Valley Test & Repair, Inc.; the Company seeks to recover this
       stock through its claims for rescission. In March 1999, the Company and
       SVTR filed an amended complaint. The defendants filed a motion to dismiss
       the amended complaint, which was denied. At present the parties are
       engaging in discovery. It is not anticipated that the suit will have a
       material adverse impact on the Company's financial condition or results
       of operations.

       In April 1999, the Company received a Notice Letter from the United
       States Environmental Protection Agency ("EPA") indicating that the EPA
       considered the Company to be potentially responsible for costs associated
       with the remediation of the Indian Bend Wash Superfund Site ("Superfund
       Site") in Tempe, Arizona. The EPA claimed that such liability arose out
       of the Company's operations at its former facility located at 600 S.
       Rockford Drive, Tempe, Arizona. The Company had been named with four
       other potentially responsible parties. In May 1999, the Company was
       informed by the EPA that it had decided not to pursue the Company for
       clean-up costs at this time. There is no guarantee the EPA will not
       change its position.

       The Company is involved in other legal actions arising in the ordinary
       course of business. In the opinion of management, the disposition of
       these actions would not have a material adverse effect on the Company.

 (3)   COMPREHENSIVE INCOME

       Comprehensive income encompasses net income (loss) and "other
       comprehensive income (loss)", which includes all other non-owner
       transactions and events which change stockholders' equity. The Company
       recognized comprehensive loss for the nine months ended September 30,
       1999 and 1998 as follows:

<TABLE>
<CAPTION>
                                                       Nine Months Ended September 30,
                                                       -------------------------------
                                                          1999                 1998
                                                       -----------         -----------
<S>                                                    <C>                 <C>
       Net loss                                        $(2,392,070)        $  (744,994)
       Other comprehensive loss, net of tax:
             Foreign currency translation
                   adjustment                             (209,767)            (17,489)
             Tax benefit from foreign currency
                   translation                              83,907               6,996
                                                       -----------         -----------
                   Net other comprehensive loss           (125,860)            (10,493)
                                                       -----------         -----------
       Comprehensive loss                              $(2,517,930)        $  (755,487)
                                                       ===========         ===========
</TABLE>

 (4)   DISCONTINUED OPERATIONS

       In the third quarter of 1998, the Company discontinued operations of
       SVTR, a wafer prober refurbishing and upgrading subsidiary. The
       discontinuance resulted from questions regarding the origins of certain
       software necessary for SVTR's business.


                                       8
<PAGE>   9
       SVTR has been accounted for as a discontinued operation and, accordingly,
       its results of operations and financial position are segregated for all
       periods presented in the accompanying consolidated financial statements.
       Net sales, related losses, and income taxes associated with the
       discontinued operations are as follows:

<TABLE>
<CAPTION>
                                        Nine Months Ended September 30,
                                        -------------------------------
                                            1999                1998
                                        -----------         -----------
<S>                                     <C>                 <C>
       Net sales                        $      --           $ 3,070,479
                                        -----------         -----------

       Loss from operations             $    (8,869)        $(3,204,095)
       Income tax benefit                     3,547           1,281,638
                                        -----------         -----------
       Loss from operations, net        $    (5,322)        $(1,922,457)
                                        ===========         ===========

       Loss on disposal                                     $(6,346,233)
       Income tax benefit                                     2,538,493
                                                            ===========
       Loss on disposal, net                                $(3,807,740)
                                                            ===========
</TABLE>

       The effective tax rate used in calculating the income tax benefit from
       discontinued operations is approximately the same as the Company's
       effective tax rate for continuing operations.

       The net assets (liabilities) of SVTR, as reclassified in the accompanying
       consolidated balance sheets, include the following:

<TABLE>
<CAPTION>
                               September 30, 1999   December 31, 1998
                                  -----------         -----------
<S>                               <C>                 <C>
       Current assets             $   854,383         $ 3,445,737
       Other assets                    63,011              46,865
       Current liabilities         (1,337,878)         (1,990,852)
       Long-term debt                  (8,375)            (19,847)
                                  -----------         -----------
                                  $  (428,859)        $ 1,481,903
                                  ===========         ===========
</TABLE>

(5)    RELATED PARTY TRANSACTIONS

       In August 1999, the Company and certain of its Directors and Officers
       entered into Secured Promissory Notes and Stock Pledge Agreements, which
       totaled $841,465. The purpose of the loans was to exercise stock options
       scheduled to expire. Interest on the notes is at 6% per annum with note
       maturities in August 2002. The notes are fully recourse to the borrowers
       and are also collateralized by Cerprobe Corporation Common Stock.



(6)    SEGMENT INFORMATION

       The Company operates principally in one industry segment: the design,
       development, manufacture, and market of semiconductor integrated circuit
       test products and services. The Company's principal customers are North
       American, European, and Asian semiconductor manufacturing companies.

       Two of the Company's customers exceeded 10% of net sales. The first
       customer accounted for 15.5% and 18.3% of net sales for the nine months
       ended September 30, 1999 and 1998, respectively. The accounts receivable
       from that customer were $893,638 and $1,112,152 at

                                       9
<PAGE>   10
       September 30, 1999 and 1998, respectively. The second customer accounted
       for 12.1% and 11.6% of net sales for the nine months ended September 30,
       1999 and 1998, respectively, with accounts receivable of $169,771 and
       $31,622 at September 30, 1999 and 1998, respectively.

       International sales represented 21.7% and 18.5% of the Company's net
       sales for the nine months ended September 30, 1999 and 1998,
       respectively.

       The following is a summary of the Company's geographic operations for the
nine months ended September 30:

<TABLE>
<CAPTION>
                                    NORTH AMERICA       EUROPE & ASIA      ELIMINATIONS       CONSOLIDATED
                                     -----------        -----------        -----------        -----------
<S>                                 <C>                 <C>                <C>                <C>
       1999
       Customer sales                $34,948,903        $ 9,691,764        $      --           $44,640,667
       Intercompany sales                362,944          2,093,333         (2,456,277)               --
                                     -----------        -----------        -----------         -----------
                  Total sales        $35,311,847        $11,785,097        $(2,456,277)        $44,640,667
                                     ===========        ===========        ===========         ===========
       Long-lived assets             $30,232,886        $ 3,644,668        $(6,199,326)        $27,678,228
                                     ===========        ===========        ===========         ===========

       1998
       Customer sales                $51,606,927        $ 9,592,177        $      --           $61,199,104
       Intercompany sales                392,403          2,329,829         (2,722,232)               --
                                     -----------        -----------        -----------         -----------
                  Total sales        $51,999,330        $11,922,006        $(2,722,232)        $61,199,104
                                     ===========        ===========        ===========         ===========
       Long-lived assets             $25,187,992        $ 3,995,069        $(6,101,651)        $23,081,410
                                     ===========        ===========        ===========         ===========
</TABLE>

(7)    SUBSEQUENT EVENT

       In October 1999, the Company entered into a $1,500,000 lease line of
       credit agreement, which matures on February 29, 2000, with Banc One
       Arizona Leasing Corporation. The maximum term for each lease schedule may
       not exceed 60 months. Pricing is indexed to the Bank's internal cost of
       funds. Advances are collateralized by the underlying leased manufacturing
       equipment, furniture, and fixtures.


                                       10
<PAGE>   11
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The following discussion and analysis should be read in conjunction with
the Selected Consolidated Financial Data and the Consolidated Financial
Statements and related Notes thereto of the Company appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.

OVERVIEW

     Cerprobe offers comprehensive solutions for semiconductor test integration
and is a leading manufacturer of probe cards, ATE interface assemblies, and ATE
test boards. The Company's products address critical functions to assure
integrated circuit ("IC") quality, reduce manufacturing costs, improve the
accuracy of manufacturing yield data, and identify repairable memory ICs.

     The Company has historically grown from worldwide market share gains and
strategic acquisitions. Net sales increased from $14.3 million for 1994 to $76.2
million for 1998, representing an average annualized growth rate of
approximately 52%. Similarly, the Company's net income increased from $1.2
million for 1994 to $6.2 million for 1998 (before a one-time charge for
purchased research and development of $1.6 million, resulting in a tax benefit
of $627,000 and the loss from discontinued operations of SVTR of $5.7 million,
net of taxes, which together reduced net income by $6.7 million). Until 1995,
substantially all of the Company's growth was from its existing probe card
product line.

     Beginning with the April 1995 acquisition of Fresh Test Technology
Corporation ("Fresh Test"), acquisitions, joint ventures, and technology
licensing have contributed to the Company's growth. Fresh Test expanded the
Company's product line to include ATE interface assemblies. The Company acquired
Cerprobe Interconnect Solutions ("CIS") in December 1996, which enabled the
Company to offer ATE test boards. In May 1997, the Company established an
international joint development agreement with Mitsubishi Materials Corporation
to develop next generation probe card products based upon the Company's
proprietary P4(TM) technology. In September 1998, the Company acquired
France-based Cerprobe Europe S.A.S. which expanded the Company's presence in the
European market. In November 1998, the Company acquired an exclusive license to
design, manufacture, and distribute Vertical integrated Probe (ViProbe(R))
products worldwide, except Europe.

     The Company participates in the semiconductor industry, which is
characterized as cyclical, with capacity boom cycles followed by bust cycles
that lead to significantly reduced demand for products and substantial pricing
pressures throughout the supply chain. From 1996 through 1998, the semiconductor
industry has been in the worst recession in its history.

The IC test segment of the semiconductor industry generally lags the cycle by
six months or more. Because of this lag and market share gains by the Company,
its business was not significantly impacted by the recession until the second
quarter of 1998. During 1998, certain customers of the Company began processing
a portion of their ICs in a manner that required vertical probing products that
were not manufactured by the Company. This exacerbated the already difficult
business conditions the Company was experiencing and the Company reported a loss
from continuing operations before income taxes of $2.5 million in the second
quarter of 1999. This was the first such quarterly loss by the Company
(excluding acquisition related costs) in 29 consecutive quarters. In the third
quarter of 1999, the Company began to experience some positive signs of a
gradual recovery. Sales for the third quarter were $14.9 million, a 6% increase
over the second quarter of 1999. The net loss for the third quarter of 1999 was
$781,000 less than the net loss for the second quarter of 1999 or a 47%
improvement. The Company's order backlog was $8.2 million, the highest level
since mid-1998.


                                       11
<PAGE>   12
Additionally, the Company's newly licensed ViProbe(R), (a vertical probing
product) is currently being evaluated by several of the Company's customers, and
it is progressing on schedule to begin ramping to volume production during the
first quarter of next year.

The Company believes that it is positioned to recover from the recent downturn
as a result of its strength in designing, producing, and delivering, on a timely
and cost-efficient basis, a broad range of custom or customized, high quality
test products and services for semiconductor manufacturers in North America,
Europe, and Asia. The Company maintains regional full service facilities in
Arizona, California, and Texas as well as sales offices in Colorado, Florida,
Massachusetts, and Oregon to service the U.S. market for its products and
services. The Company continues to expand into international markets, including
Europe and Asia. The Company maintains full service facilities in France and
Scotland and a sales office in Germany to serve the European market. The Company
also maintains full service facilities in Taiwan and Singapore to serve the
Southeast Asian market, and a sales and distribution facility in Japan. Each of
the Company's facilities is located in proximity to semiconductor manufacturing
centers.

RESULTS OF OPERATIONS

Three Months Ended September 30, 1999 Compared to Three Months Ended September
30, 1998.

     Net Sales. Net sales for the three months ended September 30, 1999 were
$14.9 million, a decrease of 25.7% over net sales of $20.1 million for the three
months ended September 30, 1998. The decrease was primarily a result of effects
of the semiconductor industry's downturn, including reduced unit production,
pricing pressures, and excess probe card capacity. Additionally, some of the
Company's customers have begun using vertical probing products to test some of
their more complex ICs and to test memory ICs in parallel. The Company's
ViProbe(R) (vertical probing product) is currently not in production. However,
ViProbe(R) is being evaluated by several of the Company's customers and it is
progressing on schedule to begin ramping to volume production during the first
quarter of next year. In addition, the Company's P4(TM) product is positioned to
address emerging requirements for fine pitch and high frequency probing.

     Gross Profit. The gross profit for the three months ended September 30,
1999 was $5.2 million, a decrease of 39.6% from the gross profit of $8.6 million
for the three months ended September 30, 1998. The decrease in gross profit is
primarily a result of reduced sales. Gross margin decreased from 42.7% of net
sales in the three months ended September 30, 1998 to 34.8% in 1999. The
decrease in gross margin is a result of the Company's production infrastructure
capable of higher production run rates, resulting in over capacity and
under-absorption of overhead and efforts to increase or at least maintain market
share resulting in aggressive pricing, particularly to the Company's largest
customers.

     Selling, General, and Administrative. Selling, general, and administrative
expenses were $5.1 million, or 34.0% of net sales, for the three months ended
September 30, 1999, compared to $4.7 million, or 23.4% of net sales, for the
three months ended September 30, 1998. This represents an increase of $358,505,
or 7.6%, primarily from increases in depreciation related to the Company's
Enterprise Resource Planning ("ERP") system and start-up costs associated with
the Company's new facility in Japan.

     Engineering and Product Development. Engineering and product development
expenses were $1.2 million or 7.9% of net sales, for the three months ended
September 30, 1999, an increase of 24.1% over $955,978, or 4.8% of net sales,
for the three months ended September 30, 1998. The Company has added substantial
resources to its product development team to address emerging and next


                                       12
<PAGE>   13
generation probing requirements for grid array, multi-chip testing, very high
frequency ICs, and those that have pad pitch architecture of less than 60
microns.

     Interest Income. Interest income was $192,831 for the three months ended
September 30, 1999, compared to $328,161 for the three months ended September
30, 1998. This decrease is attributable to the investment of a lower average
cash balance.

     Minority Interest. The minority interest share of income of $84,978 for the
three months ended September 30, 1999 and $86,147 for the three months ended
September 30, 1998 represented the Company's joint venture partners' share of
income from the Company's Asian operations (40%).

     Income Taxes. Income taxes decreased to a benefit of $269,310, which
represented an effective tax benefit rate of 23.5% for the three months ended
September 30, 1999, as compared to an expense of $720,613, which represented an
effective tax rate of 41.0% for the three months ended September 30, 1998.

     Discontinued Operations. The Company recorded $4.6 million in losses net of
income taxes from discontinued operations from the disposal of its wafer prober
refurbishing and upgrading subsidiary, SVTR, Inc. for the three months ended
September 30, 1998. The Company disposed of the operations of SVTR through the
sale of equipment, inventory, and technology in March 1999.

     Net Loss. Net loss for the three months ended September 30, 1999 was
$878,138 or (5.9)% of sales, compared to the net loss of $3.6 million or (17.7)%
of sales for the three months ended September 30, 1998. Prior to acquisition
costs and discontinued operations, net income for the three months ended
September 30, 1998 was $2.0 million. The net loss was primarily caused by the
quarter's lower gross profit coupled with the Company's increased engineering
and development expenses. The Company has maintained its operating cost
structure during the down cycle in its business because it believes that its
global infrastructure will be an important competitive advantage as the industry
recovers.

Nine Months Ended September 30, 1999, Compared to Nine Months Ended September
30, 1998.

     Net Sales. Net sales for the nine months ended September 30, 1999 were
$44.6 million, a decrease of 27.1% over net sales of $61.2 million for the nine
months ended September 30, 1998. The decrease was primarily a result of effects
of the semiconductor industry's downturn, including reduced unit production,
pricing pressures, and excess probe card capacity. Additionally, some of the
Company's customers have begun using vertical probing products to test some of
their more complex ICs and to test memory ICs in parallel. The Company's
ViProbe(R) (vertical probing product) is currently not in production. However,
ViProbe(R) is being evaluated by several of the Company's customers and it is
progressing on schedule to begin ramping to volume production during the first
quarter of next year. In addition, the Company's P4(TM) product is positioned to
address emerging requirements for fine pitch and high frequency probing.

     Gross Profit. Gross profit for the nine months ended September 30, 1999 was
$15.0 million, a decrease of 41.7% of net sales from the gross profit of $25.7
million for the same period in 1998. Gross margin decreased to 33.6% of sales
for the nine months ended September 30, 1999, from 42.0% for the same period of
1998. The decrease in gross margin primarily resulted from the Company's
production infrastructure capable of higher production run rates, resulting in
over capacity and under-


                                       13
<PAGE>   14
absorption of overhead and efforts to increase or at least maintain market share
resulting in aggressive pricing, particularly to the Company's largest
customers.

     Selling, General, and Administrative. Selling, general, and administrative
expenses were $15.0 million, or 33.7% of net sales, for the nine months ended
September 30, 1999, as compared to $14.4 million, or 23.5% of net sales, for the
same period of 1998. This represents an increase of $668,644 or 4.7% primarily
from increases in depreciation related to the Company's Enterprise Resource
Planning ("ERP") system and start-up costs associated with the Company's new
facility in Japan.

     Engineering and Product Development. Engineering and product development
expenses were $3.2 million for the nine months ended September 30, 1999, an
increase of 41.1% over $2.3 million for the same period of 1998. The Company has
added substantial resources to its product development team to address emerging
and next generation probing requirements for gird array, multi-chip testing,
very high frequency ICs, and those that have pad pitch architectures of less
than 60 microns.

     Interest Income. Interest income was $623,670 for the nine months ended
September 30, 1999, as compared to $1.1 million for the same period in 1998. The
decrease is attributable to the investment of a lower average cash balance.

     Minority Interest. The minority interest share of income of $273,494 for
the nine months ended September 30, 1999 and $111,540 for the nine months ended
September 30, 1998, represented the Company's joint venture partners' share of
the income from the Company's Asian operations (40.0%) and the Upsys Joint
Venture which has been terminated.

     Income Taxes. Income tax benefit was $944,480, which represented an
effective tax benefit rate of 28.4% for the nine months ended September 30,
1999, as compared to income taxes for the nine months ended September 30, 1998
of $3.5 million, which represented an effective tax rate of 41.4%.

     Discontinued operations. The Company recorded $5,322 and $5.7 million in
losses net of taxes from discontinued operations from the disposal of its wafer
prober refurbishing and upgrading subsidiary, SVTR, Inc. for the nine months
ended September 30, 1999 and 1998, respectively. The Company disposed of the
operations of SVTR, Inc. through the sale of equipment, inventory, and
technology in March 1999.

     Net Loss. Net loss for the nine months ended September 30, 1999, was
$2.4 million or (5.4)% of sales compared to net loss of $744,994 or (1.2)% of
sales for the same period of 1998. The net loss was primarily caused by the
quarter's lower gross profit coupled with the Company's increased engineering
and development expenses. The Company has maintained its operating cost
structure during the down cycle in its business because it believes that its
global infrastructure will be an important competitive advantage as the industry
recovers.

LIQUIDITY AND CAPITAL RESOURCES

     The Company has financed its operations and capital requirements primarily
through cash flows from operations, equipment lease financing arrangements, and
sales of equity securities. At September 30, 1999, cash and short-term
investment securities were $15.7 million compared to $19.1 million at December
31, 1998.

     The Company used $1.1 million of cash to support its operating activities
for the nine months ended September 30, 1999. Accounts receivable increased by
$170,435, net of allowance, or 1.9%, to $9.1 million at September 30, 1999
compared to the balance at December 31, 1998. Inventories


                                       14
<PAGE>   15
increased $1.4 million, net of reserve, or 26.7%, over December 31, 1998, to
$6.7 million at September 30, 1999. Income taxes receivable increased $3.8
million, or 527.7%, at September 30, 1999 over December 31, 1998. Approximately
$1.7 million of the increase was due to the current recognition of previously
recorded deferred losses associated with the sale of equipment and inventory
from discontinued operations of SVTR. The remaining amount was a result of
losses from current operations. Accounts payable and accrued expenses increased
$562,730, or 10.0%, to $6.2 million at September 30, 1999.

     Working capital decreased $1.1 million, or 3.6%, to $29.4 million at
September 30, 1999. The current ratio decreased from 5.8 at December 31, 1998,
to 4.6, at September 30, 1999. This decrease was due primarily to the increase
in current portion long-term obligations from financing the Company's recently
implemented Oracle based ERP system and the use of cash for operating
activities.

     Cerprobe increased its investment in property, plant, and equipment during
the nine months ended September 30, 1999 by $602,590, or 2.7%, to $23.3 million.
This increase was primarily attributable to facilitizing of the Company's new
manufacturing space for interface products and for new probe card products
expected to be ramped into production during the year 2000, and additional costs
associated with the Company's recently implemented Oracle based ERP system.
These capital expenditures were funded primarily with cash.

     Cerprobe believes that its working capital and anticipated cash flows from
operations will provide adequate sources to fund operations for at least the
next 12 months. The Company anticipates that any additional cash requirements
for operations or capital expenditures will be financed through cash flows from
operations, by borrowing from the Company's primary lender, by lease financing
arrangements, or by sales of equity securities. There can be no assurance that
any such financing will be available on acceptable terms and that any additional
equity financing, if available, would not result in additional dilution to
existing investors.

YEAR 2000 COSTS

     The Company is in the process of performing a comprehensive review of its
Year 2000 issues and has completed its review of internal systems (information
technology ("IT") and non-IT). Most of the Company's application software
programs have been replaced with Oracle applications which are Year 2000
compliant. The Oracle based ERP System , including software, hardware, and
implementation, was approximately $3.5 million. The Company estimates the status
of progress on these internal systems as of September 30, 1999 was as follows:

         IT Systems              100%
         Non-IT Systems           95%

     The Company presently believes that with modifications and updates to
existing software and the recent implementation of the Oracle applications, the
Year 2000 problem will not pose significant operational problems for the
Company's internal systems. The Company also believes that additional
remediation costs to become Year 2000 compliant are not material.

     The Company is also continuing to verify the Year 2000 readiness of third
parties (vendors and customers) with whom the Company has material
relationships. The Company is not able to determine the effect on its results of
operations, liquidity, and financial condition in the event the Company's
material vendors and customers are not Year 2000 compliant. The Company will
continue to monitor the


                                       15
<PAGE>   16
progress of its material vendors and customers and formulate a contingency plan
at the point in time when the Company believes a material vendor or customer
will not be compliant.

INFLATION AND CHANGING PRICES

     The Company is impacted by inflationary trends and business trends within
the semiconductor industry and by the general condition of the worldwide
semiconductor markets. Market price pressures are exerted on semiconductor
manufacturers by the global marketplace and global competition. Such pressures
mandate that semiconductor manufacturers closely scrutinize the prices they pay
for goods and services purchased from the Company and other suppliers.
Accordingly, the price structure for the Company's products must be competitive.

     Changes in the Company's supplier prices did not have a significant impact
on cost of sales during the third quarter of 1999 or for the same period in
1998.

     As a result of the Company's facilities in Europe and Asia, the Company's
foreign transactions may be denominated in currencies other than the U.S.
dollar. Such transactions may expose the Company to exchange rate fluctuations
for the period of time from inception of the transaction until it is settled.
The Company monitors its foreign currency exposure and from time to time enters
hedging transactions to manage this exposure. There can be no assurance that
fluctuations in the currency exchange rate in the future will not have an
adverse impact on the Company's foreign operations.

     In addition, the Company may purchase a substantial portion of its raw
materials and equipment from foreign suppliers and will incur labor costs in a
foreign currency. The foreign manufacture and sale of products and the purchase
of raw material and equipment from foreign suppliers may be adversely affected
by political and economic conditions abroad. Protective trade legislation in
either the United States or foreign countries, such as a change in the current
tariff structures, export compliance laws, or other trade policies, could
adversely affect the Company's ability to manufacture or sell its products in
foreign markets and purchase materials or equipment from foreign suppliers. In
countries in which the Company conducts business in local currency, currency
exchange rate fluctuations could adversely affect the Company's net sales or
costs.


BUSINESS OUTLOOK

     The Company's business depends substantially on both the volume of IC
production by semiconductor manufacturers as well as new IC designs, which in
turn depend on the demand of ICs and products utilizing ICs. The semiconductor
industry is highly cyclical and historically has experienced periods of
oversupply, resulting in reduced demand for IC testing products, including the
products manufactured by the Company. The Company continues to analyze its
current cost structure to bring its production and overhead costs in line with
the anticipated industry demand for its products for the rest of this year.
However, the Company's need to invest in engineering and product development,
marketing, and customer service and support capabilities will limit its ability
to reduce expenses in response to such downturns or slow downs.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

     Statements in this section regarding the Company's prospects for growth,
adequacy of sources of capital, and business out look are forward-looking
statements. Words such as "believes," "expects," "anticipates," "intends,"
"may," "estimates," "should," "will likely," and similar expressions are
intended to identify such forward-looking statements. Actual results, however,
could differ materially


                                       16
<PAGE>   17
from those anticipated for a number of reasons, including product demand and
development, ability to maintain customer diversity and relationships,
technological advances, impact of competitive products and pricing, growth in
targeted markets and other factors identified under "Special Considerations" of
the Company's 1998 Form 10-K which has been filed with the Securities and
Exchange Commission. Additional risk factors are identified from time to time in
the Company's financial press releases. The cautionary statements made in this
Report should be read as being applicable to all related forward-looking
statements wherever they appear in this Report.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      There has been no change since the Form 10-K for the year ended December
31, 1998, see Part II Item 7A, Quantitative and Qualitative Disclosures About
Market Risk, in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.


                                       17
<PAGE>   18
PART II - OTHER INFORMATION

  Item 1          Legal Proceedings

                  In October 1998, the Company filed an action against the
                  former President, Director, and shareholders of Silicon Valley
                  Test & Repair, Inc. (renamed SVTR, Inc.), which was acquired
                  by the Company, in January 1997. The suit seeks rescission of
                  the acquisition and/or monetary damages arising from failure
                  of the defendants to disclose material facts regarding the
                  origins of certain software necessary for SVTR, Inc.'s
                  business. In February 1999, the defendants filed a counter
                  claim against the Company alleging conversion, interference
                  with contractual relations, unfair business practices, breach
                  of contract, and specific performance allegedly arising from
                  the Company's actions to preclude the defendants from selling
                  the Company stock received by defendants as part of the
                  purchase price of Silicon Valley Test & Repair, Inc.; the
                  Company seeks to recover this stock through its claims for
                  rescission. In March 1999, the Company and SVTR filed an
                  amended complaint. The defendants filed a motion to dismiss
                  the amended complaint, which was denied. At present the
                  parties are engaging in discovery. It is not anticipated that
                  the suit will have a material adverse impact on the Company's
                  financial condition or results of operations.

                  In April 1999, the Company received a Notice Letter from the
                  United States Environmental Protection Agency ("EPA")
                  indicating that the EPA considered the Company to be
                  potentially responsible for costs associated with the
                  remediation of the Indian Bend Wash Superfund Site ("Superfund
                  Site") in Tempe, Arizona. The EPA claimed that such liability
                  arose out of the Company's operations at its former facility
                  located at 600 S. Rockford Drive, Tempe, Arizona. The Company
                  had been named with four other potentially responsible
                  parties. In May 1999, the Company was informed by the EPA that
                  it had decided not to pursue the Company for clean-up costs at
                  this time. There is no guarantee the EPA will not change its
                  position.

Item 6            Exhibits and Reports on Form 8-K

                  a.       Exhibits

                           10(ppp)  Form of Secured Promissory Note and Stock
                                    Pledge Agreement entered into on August 16,
                                    1999 between Cerprobe Corporation as Lender
                                    and Pledgee and each of the following as
                                    Borrower and Pledgor: Kenneth W. Miller
                                    ($115,000), Donald Walter ($86,250), C. Zane
                                    Close ($345,000), and Michael Bonham
                                    ($287,500).

                           11       Computation of Net Income Per Share.

                           27.1     Financial Data Schedule - September 30, 1999

                           27.2     Financial Data Schedule - September 30, 1998

                  b.       Reports on Form 8-K

                      No reports on Form 8-K were filed by the Company during
                      the quarter ended September 30, 1999.


                                       18
<PAGE>   19
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigning
thereunto duly authorized.


                                     CERPROBE CORPORATION



                                     /s/ Randal L. Buness
                                         Randal L. Buness
                                         Senior Vice President -
                                         Chief Financial Officer



November 12, 1999


                                       19
<PAGE>   20
                                 EXHIBIT INDEX

<TABLE>
                           <S>      <C>
                           10(ppp)  Form of Secured Promissory Note and Stock
                                    Pledge Agreement entered into on August 16,
                                    1999 between Cerprobe Corporation as Lender
                                    and Pledgee and each of the following as
                                    Borrower and Pledgor: Kenneth W. Miller
                                    ($115,000), Donald Walter ($86,250), C. Zane
                                    Close ($345,000), and Michael Bonham
                                    ($287,500).

                           11       Computation of Net Income Per Share.

                           27.1     Financial Data Schedule - September 30, 1999

                           27.2     Financial Data Schedule - September 30, 1998
</TABLE>