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): February 8, 1995
EXIDE ELECTRONICS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18106 23-2231834
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
8521 Six Forks Road
Raleigh, North Carolina 27615
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (919) 872-3020
(4 pages total)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 8, 1995, Exide Electronics Group, Inc., a
Delaware corporation ("Exide Electronics"), completed
the acquisition of International Power Machines Corporation,
a Delaware corporation ("IPM"), through the merger
(the "Merger") of Exide Electronics Acquisition, Inc.,
a Delaware corporation and a wholly-owned subsidiary of
Exide Electronics ("Merger Sub"), with and into IPM, pursuant
to an Agreement and Plan of Reorganization dated as of
August 25, 1994, as amended by amendments dated as of
December 14, 1994 and as of January 5, 1995 (the
"Merger Agreement"), among Exide Electronics, Merger Sub
and IPM. Pursuant to the terms of the Merger Agreement:
(a) each outstanding share of the common stock, $.10 par
value per share of IPM ("IPM Common Stock"), was converted
into .2105 shares of common stock, $.01 par value ("Exide
Electronics Common Stock"), of Exide Electronics; (b) each
outstanding share of Series B Cumulative Convertible
Preferred Stock, $1.00 par value, of IPM was converted
into 21.05 shares of Exide Electronics Common Stock;
(c) each outstanding share of Series A Cumulative Preferred
Stock, $1.00 par value, of IPM was converted into .1974
Electronics shares of Exide Common Stock and $2.47 in cash.
The Merger was consummated on the terms previously reported
in the Joint Proxy Statement/Prospectus constituting a part
of the Registration Statement of Form S-4 filed by Exide
Electronics with the Securities and Exchange Commission
(Registration No. 33-88324) (the "Joint Proxy Statement/
Prospectus"). The Merger Agreement and the Merger are more
fully described in the Joint Proxy Statement/Prospectus,
which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
The audited financial information of IPM for the years ended
December 31, 1992 and 1993 is set forth in IPM's Annual
Report on Form 10-K for the year ended December 31, 1993
(File No. 1-8084) and is incorporated herein by reference.
The unaudited financial information of IPM for the quarter
ended September 30, 1994 is set forth in IPM's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994
(File No. 1-8084) and is incorporated herein by reference.
(b) Pro forma financial information.
It is impracticable to file the pro forma financial
information required by this Item 7(b) at this time because
such information is not available. Exide Electronics will
file such information as soon as practicable, but not later
than April 24, 1995.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
2 Agreement and Plan of Reorganization dated as of August 25,
1994, as amended by amendments dated as of December 14, 1994
and as of January 5, 1995 among Exide Electronics Group,Inc.,
Exide Electronics Acquisition, Inc., and International Power
Machines Corporation incorporated herein by reference to
Exhibit 2.1 to Exide's Registration Statement on Form S-4
(Registration No. 33-88324).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
EXIDE ELECTRONICS GROUP, INC.
Date: February 20, 1995 By: Marty R. Kittrell
Marty R. Kittrell
Vice President and Chief
Financial Officer