1
================================================================================
UNITED STATES
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):
JANUARY 13, 1999
PHASE METRICS, INC.
(Exact Name of Registrant as Specified in its Charter)
------------
DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)
33-0328048
(Commission File No.) (I.R.S. Employer
Identification No.)
10260 Sorrento Valley Road, San Diego, CA 92121
(Address of Principal Executive Offices) (Zip Code)
(619) 646-4800
(Registrant's Telephone Number, Including Area Code)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 30, 1998, Phase Metrics, Inc. (the "Company") completed the sale
(the "Disposition") of its San Diego property to Legacy Partners Commercial,
Inc., a Texas Corporation (the "Purchaser"). The Disposition was consummated
pursuant to the Purchase and Sale Agreement (the "Sale Agreement"), dated
October 16, 1998, as amended, between the Company and the Purchaser, attached
hereto as Exhibit 10.1. Under the Sale Agreement, the Company disposed of the
real property, improvements, fixtures and office buildings (collectively, the
"Property") located at 10220, 10240, and 10260 Sorrento Valley Road, San Diego,
California 92121. The purchase price paid by the Purchaser for the Property was
$12,300,000, which was paid in cash to the Company less applicable closing
costs, on December 30, 1998. The Purchaser includes an entity which is
affiliated with a number of the Company's major stockholders.
In connection with the Disposition, the Company also entered into a Lease
Agreement (the "Lease"), dated as of December 16, 1998, by and between the
Company and the Purchaser, attached hereto as Exhibit 10.2. In connection with
the Lease, the Company will leaseback a portion of the Property from the
Purchaser for three years with renewal options.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
10.1 Purchase and Sale Agreement dated as of October 16,
1998, as amended, by and between the Company and Legacy
Partners Commercial, Inc.
10.2 Lease Agreement, dated as of December 16, 1998, by and
between the Company and Legacy Partners Commercial, Inc.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PHASE METRICS, INC.
Date: January 13, 1999 /s/ Brad LaLuzerne
-----------------------------------------
Brad LaLuzerne
Vice President, Finance,
Chief Financial Officer and Assistant
Secretary
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.1 Purchase and Sale Agreement dated as of October 16, 1998, as
amended, by and between the Company and Legacy Partners
Commercial, Inc.
10.2 Lease Agreement, dated as of December 16, 1998, by and between the
Company and Legacy Partners Commercial, Inc.