SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 1998
HELIX TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-6866 04-2423640
(Commission File No.) (I.R.S. Employer Identification No.)
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, Massachusetts 02048-9171
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (508) 337-5111
N.A.
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 16, 1998, Helix Technology Corporation (the "Company"), a Delaware
Corporation, signed an Agreement and Plan of Merger (the "Agreement") to acquire
all of the issued and outstanding shares of capital stock of Granville-Phillips
Company ("Granville-Phillips"), a Washington Corporation, pursuant to a merger
of Helix Acquisition Corporation, a Delaware corporation and wholly owned
subsidiary of the Company, with and into Granville-Phillips (the "Merger"), with
Granville-Phillips becoming the surviving corporation and wholly owned
subsidiary of the Company. The Merger was completed on May 7, 1998.
Granville-Phillips is a Boulder, Colorado based company recognized as a world
class leader in the development and manufacture of instrumentation for vacuum
measurement and control. Granville-Phillips' products are used principally in
semiconductor, flat panel display, and disk drive manufacturing processes.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS (Continued).
The terms of the Agreement, including the merger ratio, were the results of
arm's length negotiations between Helix and Granville-Phillips. Helix issued
2,382,905 shares of common stock, par value $1.00 per share, to the stockholders
of Granville-Phillips. The transaction will be accounted for as a pooling of
interests.
Under the terms of the Agreement, an aggregate of 119,145 of the Company's
shares of common stock will be held in escrow with the purpose of indemnifying
the Company against certain liabilities of Granville-Phillips and its
stockholders. The escrow agreement expires on the earlier of (i) May 7, 1999 or
(ii) completion of the next audited financial statements of the Company.
The preceding discussion is only a summary and is qualified in its entirety, by
reference to the agreements, copies of which are included as Exhibits 2.1, 2.2
and 2.3 to this Current Report on Form 8-K and are filed herewith.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Pursuant to the instructions to Item 7 of Form 8-K, the financial
information required by Item 7(a) will be filed by amendment within 60
days of the date of this filing.
(b) PRO FORMA FINANCIAL INFORMATION
Pursuant to the instructions to Item 7 of Form 8-K, the financial
information required by Item 7(b) will be filed by amendment within 60
days of the date of this filing.
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(c) EXHIBITS
2.1 Agreement and Plan of Merger dated as of April 16, 1998 among
Helix Technology Corporation, Helix Acquisition Corporation,
Granville-Phillips Company and Certain Principal Stockholders of
Granville-Phillips Company Named Herein. Filed herewith.
Pursuant to Item 602(b)(2) of Regulation S-K, the schedules and
certain exhibits to the Agreement and Plan of Merger are
omitted. A list of such schedules and exhibits appear in the
table of contents to the Agreement and Plan of Merger. The
Registrant hereby undertakes to furnish supplementally a copy of
any omitted schedule or exhibit to the Commission upon request.
2.2 Registration Rights Agreement dated May 7, 1998. Filed herewith.
2.3 Escrow Agreement dated May 7, 1998. Filed herewith.
3.1 Restated Certificate of Incorporation dated February 15, 1980,
as amended on May 5, 1987; May 18, 1988; April 20, 1995 and
April 30, 1998. Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HELIX TECHNOLOGY CORPORATION
May 15, 1998 BY: /s/Michael El-Hillow
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Date Michael El-Hillow
Senior Vice President and
Chief Financial Officer
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