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

                                   FORM 10-Q/A
                               AMENDMENT NUMBER 2

(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, 1998

                                       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>

                                 (602) 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 February 26, 1999, there were 7,657,726 shares of the registrant's
Common Stock outstanding.
<PAGE>   2
                              CERPROBE CORPORATION


                         QUARTERLY REPORT ON FORM 10-Q/A
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
RESTATEMENT EXPLANATION.......................................................................................     3


                         PART I - FINANCIAL INFORMATION


ITEM 1.           FINANCIAL STATEMENTS AS RESTATED

                  Condensed Consolidated Balance Sheets -
                  September 30, 1998 and December 31, 1997.....................................................    4

                  Condensed Consolidated Statements of Operations -
                  Three and Nine months Ended September 30, 1998 and 1997......................................    5

                  Condensed Consolidated Statements of Cash Flows -
                  Nine months Ended September 30, 1998 and 1997................................................    6

                  Notes to Condensed Consolidated Financial Statements.........................................    8


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS AS RESTATED..............................................   14





                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS............................................................................   20

ITEM 2.           CHANGES IN SECURITIES........................................................................   20

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.............................................................   20

SIGNATURE         .............................................................................................   22
</TABLE>


                                       2
<PAGE>   3
                      CERPROBE CORPORATION AND SUBSIDIARIES

                             RESTATEMENT EXPLANATION


The accompanying condensed consolidated financial statements as of September 30,
1998 and for the three and nine months ended September 30, 1998 have been
restated to reflect a change in the amount of in-process research and
development charge ("IPR&D") related to the September 30, 1998 acquisition of
France-based SemiConducteur Services S.A. ("SCS").

The IPR&D adjustment was made in response to the recent initiative of the
Securities and Exchange Commission regarding IPR&D charges. The Company
recalculated the IPR&D charge attributable to the $3,250,000 acquisition of SCS
which occurred in the third quarter of 1998. The previously reported $1,948,000
IPR&D charge has been reduced by $380,000 to a revised amount of $1,568,000
based on this recalculation. The adjustment, net of tax, has increased net
income from continuing operations by $228,000, or $0.03 per diluted common share
outstanding for the three and nine months ended September 30, 1998.

A summary of the financial statement impact of this restatement, by line item,
is included in Note 7. Also, all other footnotes have been revised to reflect
the effect of this restatement, as applicable.


                                       3
<PAGE>   4
                      CERPROBE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                       SEPTEMBER 30,        DECEMBER 31,
                                 Assets                                                    1998                1997
                                                                                       ------------        ------------
                                                                                       (unaudited
                                                                                      and restated)
<S>                                                                                   <C>                  <C>
Current assets:
    Cash and short-term investments                                                    $ 21,449,467        $ 29,716,188
    Accounts receivable, net of allowance of $234,559
      in 1998 and $215,179 in 1997                                                       11,013,101           8,230,178
    Inventories, net                                                                      5,516,599           4,969,804
    Accrued interest receivable                                                             120,457             202,939
    Prepaid expenses                                                                        919,753             377,799
    Income taxes receivable                                                                 313,091             471,046
    Deferred tax asset                                                                    1,226,879             411,177
    Net assets of discontinued operations                                                 1,809,012           5,220,343
                                                                                       ------------        ------------
      Total current assets                                                               42,368,359          49,599,474

Property, plant and equipment, net                                                       19,038,019          14,439,254
Intangibles, net                                                                          3,189,766           2,279,347
Other assets                                                                                853,625             957,175
Net assets of discontinued operations                                                            --             832,653
                                                                                       ------------        ------------

      Total assets                                                                     $ 65,449,769        $ 68,107,903
                                                                                       ============        ============

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                                   $  2,447,596        $  3,502,561
    Accrued expenses                                                                      4,205,446           2,831,759
    Current portion of notes payable                                                        401,541             139,661
    Current portion of capital leases                                                       630,560             620,570
                                                                                       ------------        ------------
      Total current liabilities                                                           7,685,143           7,094,551

Notes payable, less current portion                                                         736,196             138,985
Capital leases, less current portion                                                      2,301,861           1,136,032
Deferred tax liability                                                                      574,001             377,701
Other liabilities                                                                             9,600              16,700
                                                                                       ------------        ------------
      Total liabilities                                                                  11,306,801           8,763,969
                                                                                       ------------        ------------

Minority interest                                                                           191,227             132,437

Commitments and contingencies                                                                    --                  --
Stockholders' equity:
    Common stock, $.05 par value; authorized 25,000,000 shares;
      issued 8,127,728 shares at September 30, 1998 and
      8,097,979 shares at December 31, 1997                                                 406,464             404,899
    Additional paid-in capital                                                           55,213,526          55,136,307
    Retained earnings                                                                     3,256,648           4,001,642
    Foreign currency translation adjustment                                                (348,840)           (331,351)
                                                                                       ------------        ------------
                                                                                         58,527,798          59,211,497
    Treasury stock, at cost, 412,992 shares
      at September 30, 1998                                                              (4,576,057)                 --
                                                                                       ------------        ------------
      Total stockholders' equity                                                         53,951,741          59,211,497
                                                                                       ------------        ------------

      Total liabilities and stockholders' equity                                       $ 65,449,769        $ 68,107,903
                                                                                       ============        ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>   5
                      CERPROBE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            (unaudited and restated)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED SEPTEMBER 30,        NINE MONTHS ENDED SEPTEMBER 30,
                                                       --------------------------------       ---------------------------------
                                                           1998                1997                1998                1997
                                                       ------------        ------------        ------------        ------------

<S>                                                    <C>                 <C>                 <C>                 <C>
Net sales                                              $ 20,107,096        $ 17,562,150        $ 61,199,104        $ 49,134,074
Costs of goods sold                                      11,513,959           9,989,751          35,473,693          27,494,242
                                                       ------------        ------------        ------------        ------------
      Gross profit                                        8,593,137           7,572,399          25,725,411          21,639,832
                                                       ------------        ------------        ------------        ------------

Expenses:
    Selling, general and administrative                   4,714,758           3,968,620          14,370,299          11,787,189
    Engineering and product development                     955,978             250,803           2,301,671             545,121
    Acquisition related expenses                          1,568,000                  --           1,568,000                  --
                                                       ------------        ------------        ------------        ------------
      Total expenses                                      7,238,736           4,219,423          18,239,970          12,332,310
                                                       ------------        ------------        ------------        ------------

Operating income                                          1,354,401           3,352,976           7,485,441           9,307,522
                                                       ------------        ------------        ------------        ------------

Other income (expense):
    Interest income                                         328,161               9,697           1,063,877              75,125
    Interest expense                                        (59,546)           (164,913)           (182,133)           (344,110)
    Other income                                            219,379             109,190             258,195             224,878
                                                       ------------        ------------        ------------        ------------
      Total other income (expense)                          487,994             (46,026)          1,139,939             (44,107)
                                                       ------------        ------------        ------------        ------------

Income before income taxes and
    minority interest                                     1,842,395           3,306,950           8,625,380           9,263,415

Minority interest share of (income) loss                    (86,147)             67,394            (111,540)             96,379
                                                       ------------        ------------        ------------        ------------

Income before income taxes                                1,756,248           3,374,344           8,513,840           9,359,794

Provision for income taxes                                 (720,613)         (1,442,284)         (3,528,637)         (3,816,184)
                                                       ------------        ------------        ------------        ------------

Income from continuing operations                         1,035,635           1,932,060           4,985,203           5,543,610

Discontinued operations:
    Income (loss) from operations of
      SVTR, Inc., net of taxes                             (785,097)          1,030,036          (1,922,457)         (5,886,822)
    Loss on disposal of SVTR, Inc., net of taxes         (3,807,740)                 --          (3,807,740)                 --
                                                       ------------        ------------        ------------        ------------
      Income (loss) from discontinued operations         (4,592,837)          1,030,036          (5,730,197)         (5,886,822)
                                                       ------------        ------------        ------------        ------------

Net income (loss)                                      $ (3,557,202)       $  2,962,096        $   (744,994)       $   (343,212)
                                                       ============        ============        ============        ============

Net income (loss) per common share:
    Basic:
    From continuing operations before
      acquisition related expenses                     $       0.25        $       0.31        $       0.74        $       0.89
    Acquisition related expenses                              (0.12)                 --               (0.12)                 --
                                                       ------------        ------------        ------------        ------------
    From continuing operations                                 0.13                0.31                0.62                0.89
    From discontinued operations                              (0.59)               0.16               (0.71)              (0.95)
                                                       ------------        ------------        ------------        ------------
    Net income (loss) per common share                 $      (0.46)       $       0.47        $      (0.09)       $      (0.06)
                                                       ============        ============        ============        ============

    Weighted average number of common
      shares outstanding                                  7,768,874           6,246,825           8,058,011           6,219,800
                                                       ============        ============        ============        ============

    Diluted:
    From continuing operations before
      acquisition related expenses                     $       0.25        $       0.29        $       0.74        $       0.89
    Acquisition related expenses                              (0.12)                 --               (0.12)                 --
                                                       ------------        ------------        ------------        ------------
    From continuing operations                                 0.13                0.29                0.62                0.89
    From discontinued operations                              (0.59)               0.16               (0.71)              (0.95)
                                                       ------------        ------------        ------------        ------------
    Net income (loss) per common share                 $      (0.46)       $       0.45        $      (0.09)       $      (0.06)
                                                       ============        ============        ============        ============

    Weighted average number of common and
      common equivalent shares outstanding                7,768,874           6,637,665           8,058,011           6,219,800
                                                       ============        ============        ============        ============
</TABLE>

      See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>   6
                      CERPROBE CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (unaudited and restated)


<TABLE>
<CAPTION>
                                                                                      NINE MONTHS ENDED SEPTEMBER 30,
                                                                                     --------------------------------
                                                                                          1998                1997
                                                                                     ------------        ------------
<S>                                                                                  <C>                 <C>
Cash flows from operating activities:
     Net income from continuing operations                                           $  4,985,203        $  5,543,611
     Adjustments to reconcile net income from continuing operations
       to net cash provided by continuing operations:
           Depreciation and amortization                                                3,378,441           2,621,681
           Acquisition related expenses                                                 1,568,000                  --
           Loss on sale of equipment                                                      435,996               1,396
           Loss on disposal of discontinued operations, net of taxes                    3,807,740                  --
           Tax benefit from exercise of nonqualified stock options                        106,000              28,000
           Deferred income taxes                                                         (619,402)           (303,553)
           Provision for losses on accounts receivable                                     19,920              18,000
           Provision for obsolete inventory                                               315,000             204,997
           Income applicable to minority interest in consolidated subsidiaries            111,540              96,379
           Changes in working capital of continuing operations, net of
             acquisitions:
               Accounts receivable                                                     (1,323,031)         (2,738,299)
               Inventories                                                               (730,671)          2,640,183
               Prepaid expenses and other assets                                         (175,710)            228,378
               Income taxes receivable                                                    157,955             214,097
               Accounts payable and accrued expenses                                     (317,706)           (300,740)
               Accrued income taxes                                                      (108,648)          2,118,521
               Other liabilities                                                           (7,100)             20,140
                                                                                     ------------        ------------
                 Net cash provided by continuing operations                            11,603,527          10,392,791
                                                                                     ------------        ------------
                 Net cash used in discontinued operations                              (5,293,953)         (6,989,699)
                                                                                     ------------        ------------
                 Net cash provided by operating activities                              6,309,574           3,403,092
                                                                                     ------------        ------------
Cash flows from investing activities:
     Purchase of property, plant and equipment                                         (7,128,764)         (4,273,852)
     Investment in CRPB Investors, L.L.C                                                   47,656                (607)
     Investment in Upsys-Cerprobe, L.L.C                                                       --              19,333
     Purchase of Upsys-Cerprobe, L.L.C                                                   (376,366)                 --
     Purchase of Semiconducteur Services S.A., net of cash acquired                    (3,230,230)                 --
     Supplemental acquisition costs for CompuRoute                                             --             (80,102)
     Purchase of SVTR, net of cash acquired                                                    --          (2,590,697)
     Proceeds from sale of equipment                                                           --              71,183
     Payment of notes receivable                                                               --             250,000
                                                                                     ------------        ------------
                  Net cash used in investing activities                               (10,687,704)         (6,604,742)
                                                                                     ------------        ------------
Cash flows from financing activities:
     Issuance of (payments on) notes payable and capital leases                           960,063          (3,765,841)
     Net proceeds (expenses) from issuance of common stock                               (245,093)         30,710,000
     Redemption of convertible preferred stock                                                 --          (5,250,000)
     Purchase of treasury stock                                                        (4,781,107)                 --
     Net proceeds from employee stock purchase plan                                       238,164                  --
     Net proceeds from exercise of stock options                                          184,763             506,936
                                                                                     ------------        ------------
                  Net cash provided by (used in) financing activities                  (3,643,210)         22,201,095
                                                                                     ------------        ------------
Effect of exchange rates on cash and short-term investments                              (245,381)           (138,965)
                                                                                     ------------        ------------
Net increase (decrease) in cash and short-term investments                             (8,266,721)         18,860,480
Cash and short-term investments, beginning of period                                   29,716,188           5,564,557
                                                                                     ------------        ------------
Cash and short-term investments, end of period                                       $ 21,449,467        $ 24,425,037
                                                                                     ============        ============
</TABLE>


                                       6
<PAGE>   7
                      CERPROBE CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (unaudited and restated)


<TABLE>
<CAPTION>
                                                                                      NINE MONTHS ENDED SEPTEMBER 30,
                                                                                     --------------------------------
                                                                                          1998                1997
                                                                                     ------------        ------------
<S>                                                                                  <C>                 <C>
Supplemental schedule of non-cash financing activities from continuing
   operations:
     Equipment acquired under capital leases                                          $   620,509        $     4,144
                                                                                      -----------        -----------
     Cash-less exercise of warrants                                                   $    33,114        $        --
                                                                                      -----------        -----------

Supplemental disclosures of cash flow information from continuing operations:
     Interest paid                                                                    $   182,133        $   344,110
                                                                                      -----------        -----------
     Income taxes paid                                                                $ 2,049,282        $ 1,917,596
                                                                                      -----------        -----------

Supplemental disclosures of non-cash investing activities:
     The Company acquired SVTR, Inc.  for $4.5 million in
        the nine months ended September 30, 1997. The purchase price was
        allocated to the assets acquired and the liabilities assumed based on
        their fair values.
     The Company acquired Upsys-Cerprobe. L.L.C  for $376,366 in  the nine
           months ended September 30, 1998.
     The Company acquired Semiconducteur Services S.A. for approximately $3.3
        million in the nine months ended September 30, 1998. The purchase price
        was allocated to the assets acquired and the liabilities assumed based
        on their fair values.

        A summary of the acquisitions is as follows:
     Purchase price                                                                   $ 3,626,366        $ 4,546,825
     Less cash acquired                                                                   (19,770)          (285,316)
     Common stock issued                                                                       --         (1,670,812)
                                                                                      -----------        -----------
        Cash invested                                                                 $ 3,606,596        $ 2,590,697
                                                                                      ===========        ===========
</TABLE>

      See accompanying notes to condensed consolidated financial statements.


                                       7
<PAGE>   8
                      CERPROBE CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            (UNAUDITED AND RESTATED)

(1)    BASIS OF PREPARATION AND RESTATEMENT

       The accompanying condensed consolidated financial statements as of
       September 30, 1998, and for the three and nine months ended September 30,
       1998 have been restated to reflect a change in the amount of in-process
       research and development charge ("IPR&D") related to the September 30
       1998 acquisition of France-based SemiConducteur Services S.A. ("SCS").

       The IPR&D adjustment was made in response to a recent initiative of the
       Securities and Exchange Commission regarding IPR&D charge attributable to
       the $3,250,000 acquisition of SCS in the third quarter of 1998. The
       previously reported $1,948,000 IPR&D charge has been reduced by $380,000
       to a revised amount of $1,568,000. The adjustment, net of tax, has
       increased net income from continuing operations by $228,000, or $0.03 per
       diluted common share outstanding for the three and nine months ended
       September 30, 1998.

       The effect of this restatement on previously reported condensed
       consolidated financial statements as of and for the three and nine months
       ended September 30, 1998 is detailed in Note 7.

       The accompanying condensed consolidated financial statements as of
       September 30, 1998, and for the three and nine months ended September 30,
       1998, and 1997, are unaudited and reflect all adjustments (consisting
       only of normal recurring adjustments) which 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, 1997, 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
       condensed 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, 1997.

       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 Europe Limited,
       Cerprobe Asia Holdings PTE LTD, CompuRoute, Inc.("CompuRoute"), SVTR,
       Inc. ("SVTR"), Upsys-Cerprobe, L.L.C., and Cobra Venture Management, Inc.

       Cerprobe Asia Holdings PTE LTD is a 60% (70% prior to August 18, 1997)
       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. All significant intercompany transactions have been
       eliminated in consolidation.


                                       8
<PAGE>   9
       On May 30, 1997, the Company entered into a joint venture with Upsys
       Reseau Eurisys ("Upsys"), a French company owned by IBM and GAME COGEMA
       Group, a French testing and engineering company. The joint venture,
       called Upsys-Cerprobe, L.L.C., assembled and repaired Upsys's vertical
       probe card that had been distributed by Cerprobe throughout the United
       States and Asia. Cerprobe owned 55% of the joint venture and Upsys owned
       45%. Accordingly, the condensed consolidated financial statements include
       the activities of Upsys-Cerprobe, L.L.C. since the date of inception of
       the joint venture. On June 25, 1998, the Company terminated its
       distribution agreement with Upsys, and in connection therewith, Upsys's
       45% interest in Upsys-Cerprobe, L.L.C. was purchased. (See Note 5)

       On September 30, 1998, the Company acquired France-based SemiConducteur
       Services S.A. or ("SCS") for $3.0 million in cash plus $250,000 in
       acquisition related expenses. SCS designs and manufactures probe cards at
       its manufacturing plant near Marseilles. Accordingly, the condensed
       consolidated balance sheet at September 30, 1998 includes the assets
       purchased and the liabilities assumed of SCS.

       In the third quarter of 1998, the Company discontinued operations of
       SVTR, a wafer prober refurbishing and upgrading subsidiary. As a result,
       the Company plans to dispose of SVTR's assets by the end of 1998. 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 financial statements.

(2)    COMMITMENTS AND CONTINGENCIES

       LEGAL CLAIM

       On October 20, 1998, the Company filed an action against the former
       President, Director and shareholders of Silicon Valley Test & Repair,
       Inc., which was acquired by the Company by way of a merger into its
       wholly-owned subsidiary, SVTR, Inc. in January, 1997. The suit seeks
       rescission of the merger transaction and/or money damages arising from
       failure of the defendants to disclose material facts regarding the
       origins of certain software necessary for SVTR, Inc.'s business. While
       the Company intends to vigorously prosecute this action, it is impossible
       to predict the outcome of this or any litigation. Regardless of the
       outcome, it is not anticipated that this suit will have a material
       adverse impact on the Company's financial condition or results of
       operations.

       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

       The Company adopted Statement of Financial Accounting Standards No. 130,
       "Reporting Comprehensive Income" (SFAS 130), effective January 1, 1998.
       SFAS 130 establishes standards for the reporting and presentation of
       comprehensive income and its components in financial statements.
       Comprehensive income encompasses net income and "other comprehensive
       income," which includes all other non-owner transactions and events which
       change stockholders' equity.

       The Company recognized a comprehensive loss of $734,501 and $426,590 for
       the nine months ended September 30, 1998 and 1997 as follows:


                                       9
<PAGE>   10
<TABLE>
<CAPTION>
                                                      Nine months ended September 30,
                                                      -------------------------------
                                                          1998             1997
                                                        ---------        ---------

<S>                                                     <C>              <C>
Net loss                                                $(744,994)       $(343,212)
Other comprehensive income (loss), net of tax:
      Foreign currency translation adjustment              17,489         (138,963)
      Tax (expense) benefit from foreign currency
            Translation                                    (6,996)          55,585
                                                        ---------        ---------
            Net other comprehensive income (loss)          10,493          (83,378)
                                                        ---------        ---------
Comprehensive loss                                      $(734,501)       $(426,590)
                                                        =========        =========
</TABLE>


(4)    TREASURY STOCK

       In the third quarter of 1998, the Company purchased on the open market
       407,900 shares of its Common Stock at an average purchase price of $11.02
       per share. The Company currently holds 412,992 shares in treasury.

(5)    UPSYS-CERPROBE L.L.C.

       On June 25, 1998, the Company purchased Upsys's 45% interest in
       Upsys-Cerprobe L.L.C. The acquisition resulted in $376,366 of Goodwill,
       which will be amortized on a straight-line basis over eight years.

(6)    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. As a result, the Company plans
       disposition of the operations by sale or closure by the end of 1998.

       SVTR has been accounted for as a discontinued operation and accordingly,
       its results of operation 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>
                              Three Months Ended                   Nine Months Ended
                                 September 30,                       September 30,
                         -----------------------------       ------------------------------
                            1998              1997              1998               1997
                         -----------        ----------       -----------        -----------
<S>                      <C>                <C>              <C>                <C>
Net sales                $   740,682        $2,324,297       $ 3,070,479        $ 5,335,294

Discontinued
  operations:
Income (loss) from
  operations             $(1,308,495)       $  836,564       $(3,204,095)       $(6,963,894)
Income tax benefit           523,398           193,472         1,281,638          1,077,072
                         -----------        ----------       -----------        -----------
Income (loss) from
  Operations, net        $  (785,097)       $1,030,036       $(1,922,457)       $(5,886,822)
                         ===========        ==========       ===========        ===========
</TABLE>


                                       10
<PAGE>   11
<TABLE>
<S>                      <C>                <C>            <C>                <C>
Loss on disposal         $(6,346,233)             --       $(6,346,233)             --
Income tax benefit         2,538,493              --         2,538,493              --
                         -----------        --------       -----------        --------
Loss on disposal,
  Net                    $(3,807,740)       $     --       $(3,807,740)       $     --
                         ===========        ========       ===========        ========
</TABLE>

       The effective income tax benefit (expense) from discontinued operations
       is approximately the same as the Company's effective tax rate.

       The Company recorded a pretax charge of $4,597,034 to write down
       inventory, equipment, and intangibles to estimated net realizable value
       and to record additional liabilities in the shut down period. A charge of
       $1,749,199 was also recorded to reflect the estimated phase out costs and
       losses from operations associated with SVTR. The tax benefit associated
       with these charges was $2,538,493.

       The net assets of the discontinued operations have been reclassified in
       the accompanying consolidated balance sheet as follows:

<TABLE>
<CAPTION>
                                                  September 30,
                                         ------------------------------
                                             1998               1997
                                         -----------        -----------

<S>                                      <C>                <C>
Current assets                           $ 4,693,906        $ 6,527,594
Property, plant and equipment, net            64,160            702,648
Intangibles, net                                  --            116,954
Other assets                                  47,315             52,741
Current liabilities                       (2,971,721)        (1,307,251)
Long term debt                               (24,648)           (39,690)
                                         -----------        -----------
                                         $ 1,809,012        $ 6,052,996
                                         ===========        ===========
</TABLE>

(7)      ACQUISITION

       On September 30, 1998, the Company acquired France-based SemiConducteur
       Services S.A. for $3.0 million in cash and approximately $250,000 in
       acquisition related expenses. At that time the Company included a
       one-time charge in its third quarter results of $1,948,000 for in-process
       research and development.

       Subsequent to the issuance of the Company's September 30, 1998 condensed
       consolidated financial statements, the Company's management revised its
       original estimate of in-process research and development in response to a
       recent initiative of the Securities and Exchange Commission. As a result,
       the Company's financial statements for the three and nine months ended
       September 30, 1998 have been restated to reflect this change. This
       resulted in a reduction in the amount of in-process research and
       development of $380,000, to bring the year-to-date charge to $1,568,000.
       The intangible assets, goodwill and workforce, were increased by $282,000
       and $98,000, respectively and will be amortized over 10 and 4 years,
       respectively. The tax impact of the transaction was $152,000 and the
       provision for taxes and deferred tax liability have been adjusted
       accordingly. The change had no impact on net cash flows provided by
       operations. The effect of the restatement on the accompanying financial
       statements is as follows.


                                       11
<PAGE>   12
<TABLE>
<CAPTION>
                                       Three Months Ended                  Nine Months Ended
                                       September 30, 1998                  September 30, 1998
                               As Reported           Restated        As Reported          Restated
                               -----------      -------------------  -----------     ------------------
<S>                            <C>              <C>                  <C>                <C>
Statement of Operations:
Acquisition related
   expenses                    $ 1,948,000        $ 1,568,000        $ 1,948,000        $ 1,568,000
Operating income                   974,401          1,354,401          7,105,441          7,485,441
Provision for income
   taxes                          (568,613)          (720,613)        (3,376,637)        (3,528,637)
Income from continuing
   operations                      807,635          1,035,635          4,757,203          4,985,203
Net income (loss)               (3,785,202)        (3,557,202)          (972,994)          (744,994)
Net income (loss) per
   common share:
Basic and diluted
Acquisition related
   expenses                    $     (0.15)       $     (0.12)       $     (0.15)       $     (0.12)
From continuing
   operations                  $      0.10        $      0.13        $      0.59        $      0.62
Net income (loss) per
   common share                $     (0.49)       $     (0.46)       $     (0.12)       $     (0.09)
</TABLE>

<TABLE>
<CAPTION>
                                       September 30, 1998
                                 As Reported        Restated
                                 -----------   ------------------
<S>                              <C>               <C>
Balance Sheet:
Intangibles, net                 $ 2,809,766       $ 3,189,766
Total assets                      65,069,769        65,449,769
Deferred tax liability               422,001           574,001
Total liabilities                 11,154,801        11,306,801
Retained earnings                  3,028,648         3,256,648
Total stockholders' equity
                                  53,723,741        53,951,741
Total liabilities and
   stockholders' equity           65,069,769        65,449,769
</TABLE>

(8)               SUBSEQUENT EVENTS

       CAPITAL LEASES

       In October 1998, the Company financed an additional $505,575 of
       manufacturing equipment with BancOne Leasing Corporation. The lease
       accrues interest at 6.33% annually with monthly payments for 60 months of
       principal and interest of $9,853.

       SHAREHOLDER RIGHTS PLAN

       On October 8, 1998, each shareholder of record received one Preferred
       Share Purchase Right on each outstanding share of Common Stock owned.
       Each right entitled shareholders to buy one one-thousandth of a share of
       newly created Series A Junior Participating Preferred Stock of the
       Company at an exercise price of $110. The Rights will be exercisable if a
       person or group hereafter acquires 15% or more of the Common Stock of the
       Company or announces a tender


                                       12
<PAGE>   13
       offer for 15% or more of the Common Stock. Should this occur, the Right
       will entitle its holder to purchase, at the Right's exercise price, a
       number of shares of Common Stock having a market value at the time of
       twice the Right's exercise price. Rights held by the 15% holder will
       become void and will not be exercisable to purchase shares at the bargain
       purchase price. If the Company is acquired in a merger or other business
       combination transaction after a person acquires 15% or more of the
       Company's Common Stock, each Right will entitle its holder to purchase,
       at the Right's then current exercise price, a number of the acquiring
       company's common shares having a market value at that time of twice the
       Right's exercise price.

       LICENSE AGREEMENT

       In November 1998 the Company signed a 10-year agreement with Feinmetall
       GmbH, a German contact technology company. The agreement gives Cerprobe
       exclusive license to manufacture, distribute, and repair vertical
       integrated probe (ViProbe(R)) products worldwide, except Europe.


                                       13
<PAGE>   14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (RESTATED)

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, 1997.

RESTATEMENT

Subsequent to the issuance of the Company's September 30, 1998 condensed
consolidated financial statements, the Company's management revised its original
estimate of in-process research and development in response to a recent
initiative of the Securities and Exchange Commission.

As discussed in the notes to the financial statements, the Company restated its
September 30, 1998 financial statements to reduce the amount of in-process
research and development charge by $380,000 resulting from the acquisition of
SemiConducteur Services S.A. on September 30, 1998. The adjustment, net of tax,
has increased net income from continuing operations by $228,000, or $0.03 per
diluted common share outstanding for the three and nine months ended September
30, 1998. Therefore, the financial information contained herein has been
restated to incorporate all relevant information.

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 and services enable semiconductor
manufacturers to test integrated circuits ("ICs") in wafer form and as packaged
ICs.

     The Company has grown substantially over the last five years as the Company
has increased its market share and has benefited from the substantial growth in
the worldwide demand for ICs. Net sales from continuing operations have
increased from $11.2 million for 1993 to $69.0 million for 1997. Similarly, the
Company's income from continuing operations has increased from $1.5 million for
1993 to $7.7 million for 1997 (before a one-time acquisition related expenses
charge). Until 1995, substantially all of the Company's growth was from the
existing probe card product line.

     Beginning with the April 1995 acquisition of Fresh Test Technology
Corporation ("Fresh Test"), acquisitions have contributed to the Company's
growth. Fresh Test expanded the Company's product line to include ATE interface
assemblies. The Company acquired CompuRoute in December 1996, which enabled the
Company to offer ATE test boards. The Company acquired SVTR in January 1997,
which added wafer prober remanufacturing and upgrading services. Net sales from
these acquired products and services together approximated $28 million, $7
million, and $4 million in 1997, 1996, and 1995, respectively.

     In the third quarter of 1998, the Company discontinued operations of SVTR.
As a result, the Company plans disposition of the operation by sale or closure
by the end of 1998. SVTR has been accounted for as a discontinued operation and,
accordingly, its results of operation and financial position are segregated for
all periods presented.

     In September 1998, the Company acquired France-based SemiConducteur
Services S.A. for $3.0 million in cash plus $250,000 in acquisition related
expenses. SCS Europe designs and manufactures


                                       14
<PAGE>   15
probe cards at its manufacturing plant near Marsielle. Accordingly, the
condensed consolidated balance sheet at September 30, 1998 includes the assets
purchased and the liabilities assumed of SCS.

     The Company believes that it is positioned to continue its long term growth
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 the United States,
Europe, and Asia. Beginning in the second quarter of 1998, however, the
worldwide demand for ICs fell dramatically due to excess inventory of older IC
designs, and slower transition to new IC designs resulting generally from
softening worldwide demand for end user products, especially personal computers.
Current Asian economic instability exacerbated the semiconductor industry
downturn. The Company's financial performance was negatively impacted by these
industry conditions. Net sales fell from $23.0 million, restated for
discontinued operation of SVTR, Inc, for the first quarter of 1998 to $20.1
million for the third quarter of 1998, or a decline of 12.6%. For the same
periods, net income from continuing operations was $2.7 million compared to $2.0
million, prior to acquisition related expenses. The Company is cautious about
sales and net income for the balance of 1998 due to the continued uncertainty in
the industry.

     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, and
maintains full service facilities in Scotland and France to serve the European
market and full service facilities in Singapore and Taiwan to serve the
Southeast Asia market. Each of the Company's facilities is located in proximity
to semiconductor manufacturing centers.

RESULTS OF OPERATIONS

Three Months Ended September 30, 1998 Compared to Three Months Ended September
30, 1997.

     Net Sales. Net sales for the three months ended September 30, 1998 were
$20.1 million, an increase of 14.2% over net sales of $17.6 million for the
three months ended September 30, 1997.

     Gross Profit. Gross profit for the three months ended September 30, 1998
was $8.6 million, an increase of 13.2% from the gross profit of $7.6 million for
the same period in 1997. Gross margin decreased to 42.8% for the three months
ended September 30, 1998, from 43.2% for the same period of 1997. The decrease
in gross margin was primarily a result of the Company's production
infrastructure capable of higher production run rates, resulting in over
capacity and under-absorption of overhead.

     Selling, General and Administrative. Selling, general and administrative
expenses were $4.7 million, or 23.4% of net sales, for the three months ended
September 30, 1998 as compared to $4.0 million, or 22.7% of net sales, for the
same period of 1997, an increase of $0.7 million.

     Engineering and Product Development. Engineering and product development
expenses were $955,978 for the three months ended September 30, 1998, an
increase of 281.2% over $250,803 for the same period of 1997. 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 mirons.

     Interest Income. Interest income was $328,161 for the three months ended
September 30, 1998 as compared to $9,697 for the same period in 1997. The
increase was due to the investment of the net proceeds of the Company's 1997
Common Stock offering.

                                       15
<PAGE>   16
     Interest Expense. Interest expense was $59,546 for the three months ended
September 30, 1998 as compared to $164,913 for the same period in 1997, a
decrease of $105,367. A portion of the net proceeds from the Company's 1997
Common Stock offering was used to repay the Company's short-term debt.

     Minority Interest Share of (Income) Loss. The minority interest share of
income from operations of $86,147 for the three months ended September 30, 1998
represents the Company's joint venture partners' share (40.0%) of the income
from Cerprobe Asia PTE LTD. For the three months ended September 30, 1997, the
minority interest share of loss from operations of $67,394 represents the
Company's joint venture partner's share (40.0%, 30.0% prior to August 18, 1997)
of income from Cerprobe Asia PTE LTD and the Company's joint venture partner's
share (45.0%) of the loss from Upsys-Cerprobe, L.L.C.

     Provision for Income Taxes. The provision for income taxes was $720,613,
which represents an effective tax rate of 41.0% for the three months ended
September 30, 1998, compared to the provision for income taxes for the three
months ended September 30, 1997 of $1.4 million, which represented an effective
tax rate of 41.2%.

     Discontinued operations. For the three months ended September 30, 1998, the
Company has recorded approximately $4.6 million in loss from operations and loss
from disposal of its wafer prober refurbishing and upgrading subsidiary, SVTR,
Inc. The Company plans disposition of the operations by sale or closure by the
end of 1998.

     Net Income. Net loss for the three months ended September 30, 1998 was $3.6
million, an increased loss of $6.6 million, or 220%, from net income of $3.0
million for the same period of 1997. Prior to acquisition costs and discontinued
operations, net income for the three months ended September 30, 1998 was $2.0
million as compared to $1.9 million for the same period of 1997.

Nine months Ended September 30, 1998 Compared to Nine months Ended September 30,
1997.

     Net Sales. Net sales for the nine months ended September 30, 1998 were
$61.2 million, an increase of 24.6% over net sales of $49.1 million for the nine
months ended September 30, 1997. The majority of this increase occurred in the
first quarter of 1998 as a result of higher order rates for Cerprobe's probe
card and interface products. However, in the second and third quarters of 1998,
slower sales have resulted from the softness in the worldwide demand for
semiconductors.

     Gross Profit. Gross profit for the nine months ended September 30, 1998 was
$25.7 million, an increase of 19.0% from the gross profit of $21.6 million for
the same period in 1997. Gross margin decreased to 42.0% for the nine months
ended September 30, 1998, from 44.0% for the same period of 1997. The decrease
in gross margin primarily resulted from second and third quarter lower sales due
to the softness in the worldwide demand for semiconductors. The Company's
production infrastructure was capable of higher production run rates thereby
resulting in over capacity.

     Selling, General and Administrative. Selling, general and administrative
expenses were $14.4 million, or 23.5% of net sales, for the nine months ended
September 30, 1998 as compared to $11.8 million, or 24.0% of net sales, for the
same period of 1997, an increase of $2.6 million. The increase in selling,
general and administrative expenses resulted primarily from domestic expansion
occurring in the later part of 1997 and first quarter of 1998.

     Engineering and Product Development. Engineering and product development
expenses were $2.3 million for the nine months ended September 30, 1998, an
increase of 360.0% over $545,000 for the


                                       16
<PAGE>   17
same period of 1997. 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 mirons. Additionally, during the nine
months ended September 30, 1997, expenses were offset by increased project
funding receipts from collaborations on engineering and product development with
certain customers.

     Interest Income. Interest income was $1.1 million for the nine months ended
September 30, 1998 as compared to $75,125 for the same period in 1997. The
increase was due to the investment of the net proceeds of the Company's 1997
secondary offering.

     Interest Expense. Interest expense was $182,133 for the nine months ended
September 30, 1998 as compared to $344,110 for the same period in 1997, a
decrease of 47.1%. A portion of the net proceeds from the Company's 1997
secondary offering was used to repay the Company's short-term debt.

     Minority Interest Share of (Income) Loss. The minority interest share of
income from operations of $111,540 for the nine months ended September 30, 1998
represents the Company's joint venture partners' share (40.0%) of the income
from Cerprobe Asia PTE LTD and the Company's joint venture partner's share
(45.0%) of the loss from Upsys-Cerprobe, L.L.C. For the nine months ended
September 30, 1997, the minority interest share of loss from operations of
$96,379 represents the Company's joint venture partner's share (40.0%, 30.0%
prior to August 18, 1997) of income from Cerprobe Asia PTE LTD and the Company's
joint venture partner's share (45.0%) of the loss from Upsys-Cerprobe, L.L.C.

     Provision for Income Taxes. The provision for income taxes was $3.5
million, which represents an effective tax rate of 41.4% for the nine months
ended September 30, 1998, compared to the provision for income taxes for the
nine months ended September 30, 1997 of $3.8 million, which represented an
effective tax rate of 40.4%.

     Discontinued operations. For the nine months ended September 30, 1998, the
Company has recorded approximately $4.6 million in loss from operations and loss
from disposal of its wafer prober refurbishing and upgrading subsidiary, SVTR,
Inc. The Company plans disposition of the operations by sale or closure by the
end of 1998.

     Net Income. Net loss for the nine months ended September 30, 1998 was
$744,994, an increased loss of $401,782, or 117%, from net loss of $343,212 for
the same period of 1997. Prior to acquisition costs and discontinued operations,
net income for the nine months ended September 30, 1998 was $5.9 million as
compared to $5.5 million for the same period of 1997.

LIQUIDITY AND CAPITAL RESOURCES

     Cerprobe has financed its operations and capital requirements primarily
through cash flow from operations, equipment lease financing arrangements, and
sales of equity securities. At September 30, 1998, cash and short-term
investments were $21.4 million compared to $29.7 million at December 31, 1997.

     Cerprobe generated approximately $6.3 million in cash flow from operating
activities for the nine months ended September 30, 1998. Net accounts receivable
increased by $2.8 million, or 34.1%, to $11.0 million at September 30, 1998.
Approximately $1.5 million was due to the acquisition of SCS. Net inventories
increased $546,795, or 11.0%, over December 31, 1997 to $5.5 million at
September 30, 1998. Approximately $131,000 was due to the acquisition of SCS.


                                       17
<PAGE>   18
     Accounts payable and accrued expenses increased $383,722, or 6.1%, to $6.7
million at September 30, 1998. The increase resulted from the acquisition of
SCS.

     The current portions of notes payable and capital leases increased to $1.0
million at September 30, 1998, from $760,231 at December 31, 1997, primarily as
a result of financing capital equipment purchases.

     Working capital decreased $7.8 million, or 18.4%, to $34.7 million at
September 30, 1998 from December 31, 1997. The current ratio decreased from 7.0
at December 31, 1997 to 5.5 at September 30, 1998. This decrease was due to the
reduction of cash from the acquisition of SCS and the stock repurchase program.

     Cerprobe increased its net investment in property, plant, and equipment
during the nine months ended September 30, 1998 by $4.6 million, or 31.9%, to
$19.0 million. This increase was attributable to the Company's first quarter
efforts to expand capacity to meet customer demand for its products and the
acquisition of SCS. These capital expenditures were funded from cash flow from
operations and capital leases.

     On August 5, 1998, the Company announced a stock repurchase program whereby
up to 500,000 shares, or approximately 6%, of the Company's Common Stock may be
purchased from time to time in the open market. The Company intends to utilize a
portion of the reacquired shares for reissuance in connection with its Employee
Stock Purchase Plan as well as to reduce dilution from the Company's existing
stock option plans. As of September 30, 1998 the Company had purchased 412,992
shares at an approximate cost of $4.6 million.

     On September 30, 1998, the Company acquired France-based SemiConducteur
Services S.A. for $3.0 million in cash and approximately $250,000 in acquisition
related expenses. SCS designs and manufactures probe cards at its manufacturing
plant near Marseilles.

     On October 22, 1998, the Company financed an additional $505,575 of
manufacturing equipment with BancOne Leasing Corporation. The lease accrues
interest at 6.33% annually with monthly payments for 60 months of principal and
interest of $9,853.10.

     Cerprobe believes that its working capital, together with its credit
facilities, and anticipated cash flow from operations, will provide adequate
sources to fund operations for at least the next 12 months. Cerprobe anticipates
that any additional cash requirements for operations or capital expenditures
will be financed by borrowing from Cerprobe'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 ISSUE

     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). The majority of the Company's application
software programs are currently being replaced with Oracle applications which
are Year 2000 compliant. The Oracle project budget, including software,
hardware, and implementation is expected to be approximately $3.0 million. The
Company estimates the status of progress on these internal systems as of
September 30, 1998 was as follows:


                                       18
<PAGE>   19
<TABLE>
<S>                        <C>
IT Systems                 50%

Non-IT Systems             50%
</TABLE>

     The Company presently believes that with modifications and updates to
existing software and the 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 remediation costs to become
Year 2000 compliant, excluding the costs associated with the replacement Oracle
applications, 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 the Company's
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 progress of its material vendors and
customers and formulate a contingency plan at that point in time when the
Company believes a material vendor or customer will not be compliant.

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. Based on lower production rates among many
of the Company's customers, the Company is very cautious about net sales for the
remainder of 1998. In response to those lower sales, the Company analyzed its
current cost structure and in early July undertook a restructuring to bring its
production and overhead costs in line with the anticipated industry demand for
its products in the second half of this year.

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

     Statements in this section regarding the Company's prospects for growth and
adequacy of sources of capital 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
from those anticipated for a number of reasons, including product demand and
development, technological advances, impact of competitive products and pricing,
growth in targeted markets and other factors identified under "Special
Considerations" of the Company's 1997 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 1998 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.


                                       19
<PAGE>   20
PART II - OTHER INFORMATION

Item 1            Legal Proceedings

                  On October 20, 1998, the Company filed an action entitled
                  Cerprobe Corporation and SVTR, Inc. v. William E. Mayer, et al
                  (No. C 98-4034), in the U.S. District court for the Northern
                  District of California, against the former President, Director
                  and shareholders of Silicon Valley Test & Repair, Inc., which
                  was acquired by the Company by way of a merger into its
                  wholly-owned subsidiary, SVTR, Inc. in January, 1997. The suit
                  seeks rescission of the merger transaction and/or money
                  damages arising from failure of the defendants to disclose
                  material facts regarding the origins of certain software
                  necessary for SVTR, Inc.'s business.

Item 2            Changes in Securities

                  On October 8, 1998, each shareholder of record will receive
                  one Preferred Share Purchase Right on each outstanding share
                  of Common Stock owned. Each Right will entitle shareholders to
                  buy one one-thousandth of a share of newly created Series A
                  Junior Participating Preferred Stock of the Company at an
                  exercise price of $110. The Rights will be exercisable if a
                  person or group hereafter acquires 15% or more of the Common
                  Stock of the Company or announces a tender offer for 15% or
                  more of the Common Stock. Should this occur, the Right will
                  entitle its holder to purchase, at the Right's then current
                  exercise price, a number of the acquiring company's common
                  shares having a market value at that time of twice the Right's
                  exercise price. Rights held by the 15% holder will become void
                  and will not be exercisable to purchase shares at the bargain
                  purchase price. If the Company is acquired in a merger or
                  other business combination transaction after a person acquired
                  15% or more of the Company's Common Stock, each Right will
                  entitle its holder to purchase, at the Right's then current
                  exercise price, a number of the acquiring company's Common
                  Shares having a market value at that time of twice the Right's
                  exercise price.

Item 6            Exhibits and Reports on Form 8-K



                  a.  Exhibits



                      10(iii)       Lease agreement between Cerprobe Corporation
                                    and BancOne Leasing Corporation dated
                                    October 22, 1998.

                      (11)          Computation of Net Income (Loss) Per Share.

                      (27.1)        Financial Data Schedule - September 30, 1998

                      (27.2)        Financial Data Schedule - September 30, 1997


                                       20
<PAGE>   21
                  b.  Reports on Form 8-K



                      Form 8-K, filed on October 2, 1998, to report the approval
                      of the declaration of a dividend distribution of one
                      Preferred Share Purchase Right on each outstanding share
                      of Cerprobe's Common Stock.


                                       21
<PAGE>   22
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


March 1, 1999


                                       22

<PAGE>   23




Exhibits             Exhibit Index


10(iii)              Lease agreement between Cerprobe Corporation
                     and BancOne Leasing Corporation dated
                     October 22, 1998.

(11)                 Computation of Net Income (Loss) Per Share.

(27.1)               Financial Data Schedule - September 30, 1998

(27.2)               Financial Data Schedule - September 30, 1997