SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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December 11, 1996
(Date of Report; Date of Earliest Event Reported)
AUGAT INC.
(Exact Name of Registrant as specified in its Charter)
Massachusetts 1-6176 04-2022285
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
89 Forbes Boulevard, P.O. Box 448,
Mansfield, Massachusetts 02048
(Address of Principal Executive Offices) (Zip Code)
(508) 543-4300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
On December 11, 1996, Augat Inc., a Massachusetts corporation (the
"Company"), and Thomas & Betts Corporation, a Tennessee corporation ("T&B"),
consummated a merger whereby T&B acquired control of the Company pursuant to an
Agreement and Plan of Merger, dated as of October 7, 1996 (the "Merger
Agreement"). Under the terms of the Merger Agreement, EG Acquisitions Corp., a
newly organized Delaware corporation and a wholly-owned subsidiary of T&B
("Merger Sub") merged (the "Merger") with and into the Company and the Company
thereby became a wholly-owned subsidiary of T&B. As a result of the Merger, T&B
owns all of the voting securities of the Company.
Pursuant to the Merger Agreement, each issued and outstanding share of
common stock, par value $0.10 per share of the Company ("Company Common Stock")
(other than the shares owned by T&B, Merger Sub or the Company and shares owned
by stockholders of the Company who perfect their appraisal rights pursuant to
the Massachusetts Business Corporation Law) was converted into the right to
receive 0.6356 of a share of common stock, no par value of T&B ("T&B Common
Stock"). T&B will issue approximately 12,820,000 shares of T&B Common Stock in
exchange for the shares of Augat Common Stock.
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Pursuant to the Merger Agreement, all of the directors of the
Company resigned and were replaced by persons designated by T&B. In addition,
pursuant to the Merger Agreement, T&B expanded its board of directors to include
John N. Lemasters and Thomas C. McDermott, both of whom were members of the
board of directors of the Company prior to the Merger.
T&B issued a press release, dated December 11, 1996, announcing the
consummation of the Merger, a copy of which is attached hereto as Exhibit 99 and
incorporated herein by reference.
(b) Not Applicable.
Items 2-6. Not Applicable.
Item 7. Financial Statements
Pro Forma Financial Information and Exhibits.
(a)-(b) Not Applicable.
(c) Exhibits.
99. Press Release of Thomas & Betts Corporation, dated December 11, 1996.
Item 8. Not Applicable.
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SIGNATURE
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.
Dated: December 20, 1996
AUGAT INC.
By /s/ F. Gordon Bitter
F. Gordon Bitter
Vice President and
Chief Financial Officer
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