UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 14, 2006
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INTERMAGNETICS GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 001-11344 14-1537454
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
450 OLD NISKAYUNA ROAD
LATHAM, NEW YORK 12110
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (518) 782-1122
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
AGREEMENT AND PLAN OF MERGER
On June 14, 2006, Intermagnetics General Corporation, a Delaware
corporation ("Intermagnetics" or the "Company"), Philips Holding USA Inc., a
Delaware corporation ("Philips Holding,"), and Jumbo Acquisition Corp., a
Delaware corporation wholly owned by Philips Holding ("Merger Sub" and, together
with Philips Holding, the "Philips Companies") entered into an Agreement and
Plan of Merger (the "Merger Agreement") pursuant to which Philips Holding will
acquire the Company through a merger of Merger Sub with and into the Company
(the "Merger"). All of the Philips Companies' obligations under the Merger
Agreement have been unconditionally and irrevocably guaranteed by Koninklijke
Philips Electronics N.V., a company incorporated in the Netherlands ("Royal
Philips," and together with the Philips Companies, the "Philips Group"), of
which the Philips Companies are wholly owned subsidiaries.
The Merger is expected to close by the end of 2006. The completion of the
Merger is subject to various closing conditions, including obtaining the
approval of the Company's stockholders, receiving antitrust and other regulatory
approvals or decisions, and the absence of any injunction preventing the
completion of the Merger.
At the effective time of the Merger (the "Effective Time"), by virtue of
the Merger and without any action on the part of the holder, each share of
common stock of the Company, par value $0.10 per share, issued and outstanding
immediately prior to the Effective Time (each, a "Share") will be converted into
a right to receive $27.50 in cash, without interest (the "Merger
Consideration"). Each outstanding Restricted Stock Unit of the Company will vest
(if unvested) and be converted at the Effective Time into the right to receive
the Merger Consideration. Each outstanding option to purchase Shares will be
converted at the Effective Time into the right to receive an amount of cash
equal to the product of (x) the number of Shares subject to that option times
(y) the excess (if any) of the Merger Consideration over the exercise price per
Share under that option (less any taxes required to be withheld).
The Board of Directors of the Company, the Board of Management of Royal
Philips, and the Boards of Directors of the Philips Companies have each approved
the Merger and the Merger Agreement.
If the Merger Agreement is terminated under certain circumstances specified
in the Merger Agreement, the Company may be required to pay Philips Holding a
termination fee of $38,970,000.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the full text of the Merger Agreement, which is filed
with this Current Report on Form 8-K as Exhibit 2.1 and incorporated herein by
reference. The Merger Agreement has been attached to provide investors with
information regarding its terms. It is not intended to provide any other factual
information about Intermagnetics or the Philips Group. In particular, the
assertions embodied in the representations and warranties contained in the
Merger Agreement are qualified by information in confidential disclosure
schedules provided by Intermagnetics to the Philips Companies in connection with
the signing of the Merger Agreement. These disclosure
schedules contain information that modifies, qualifies and creates exceptions to
the representations and warranties set forth in the Merger Agreement. Moreover,
certain representations and warranties in the Merger Agreement were used for the
purpose of allocating risk between Intermagnetics and the Philips Companies
rather than establishing matters as facts. Accordingly, you should not rely on
the representations and warranties in the Merger Agreement as characterizations
of the actual state of facts about Intermagnetics or the Philips Group.
AMENDMENT TO THE INTERMAGNETICS ENHANCED BENEFIT PLAN
On June 14, 2006, the compensation committee of Intermagnetics' Board of
Directors unanimously approved certain amendments to the Company's Enhanced
Benefit Plan. Under the amended plan, in exchange for an extension of the term
of each executive's restricted period during which he or she is precluded from
competing with the Company, the Company would provide a tax gross up of any
excise tax payable in connection with Section 280G of the tax code, which
applies to certain payments made to an executive upon a change of control of the
business. Leo Blecher, Michael Burke, Philip Pellegrino, Kevin Lake, Thomas
O'Brien and Katherine Sheehan are covered under the Enhanced Benefit Plan. The
foregoing description of the Amended Enhanced Benefit plan is not complete and
is qualified in its entirety by reference to the Amended Enhanced Benefit Plan,
which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is
incorporated herein by reference.
TRANSITION AGREEMENTS
On June 14, 2006, Philips Electronics North America Corporation, a Delaware
corporation wholly owned by Philips Holding, entered into employment agreements
and special transition agreements with the following employees of the Company:
Glenn H. Epstein, Chairman and Chief Executive Officer; Thomas J. O'Brien,
Executive Vice President, Corporate Development; Leo Blecher, Sector President -
MRI; Kevin Lake, Vice President, Human Resources; and Katherine M. Sheehan, Vice
President, Corporate Secretary and General Counsel. These agreements generally
provide that these employees will continue to be employed by the Company for a
period following the Effective Time, and contain provisions relating to
compensation, bonus, previously awarded restricted stock unit awards,
non-disclosure, non-competition, and non-disparagement. These agreements are
filed with this Current Report on Form 8-K as Exhibits 10.2 through 10.11 and
are incorporated herein by reference.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Intermagnetics intends to mail to its stockholders and file with the
Securities and Exchange Commission (the "SEC") a Proxy Statement in connection
with the proposed transaction, and to file other relevant materials with the
SEC. The Proxy Statement and other materials filed with the SEC will contain
important information about Intermagnetics, the Philips Group, the Merger and
related matters. Investors and security holders are urged to read the Proxy
Statement carefully when it is available.
Investors and security holders will be able to obtain free copies of the
Proxy Statement and other documents filed with the SEC by Intermagnetics and
Royal Philips through the web site maintained by the SEC at WWW.SEC.GOV. In
addition, investors and security holders will be able to obtain free copies of
the Proxy Statement from Intermagnetics by contacting Investor
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Relations, Intermagnetics General Corporation, P.O. Box 461, Latham, New
York 12110-0461, or by telephoning (518) 782-1122, or on Intermagnetics' web
site at WWW.IGC.COM.
Intermagnetics and its directors and executive officers also may be deemed
to be participants in the solicitation of proxies from the stockholders of
Intermagnetics in connection with the transaction described herein. Information
regarding the special interests of these directors and executive officers in the
transaction described herein will be included in the Proxy Statement described
above. Additional information regarding these directors and executive officers
is also included in Intermagnetics' proxy statement for its 2005 Annual Meeting
of Stockholders, which was filed with the SEC on or about September 26, 2005.
This document is available free of charge at the SEC's web site at WWW.SEC.GOV
and from Intermagnetics by contacting Investor Relations, Intermagnetics General
Corporation, P.O. Box 461, Latham, New York 12110-0461, or by telephoning (518)
782-1122, or on Intermagnetics' web site at WWW.IGC.COM.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this report regarding the proposed transaction between
Philips and Intermagnetics, the expected timetable for completing the
transaction, financial and operating results, benefits and synergies of the
transaction, future opportunities for the combined company and any other
statements about Philips or Intermagnetics managements' future expectations,
beliefs, goals, plans or prospects constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Any
statements that are not statements of historical fact (including statements
containing the words "believes," "plans," "anticipates," "expects," estimates
and similar expressions) should also be considered to be forward-looking
statements. There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such
forward-looking statements, including the possibility that Intermagnetics will
not obtain the stockholder vote or regulatory approvals necessary to complete
the Merger and the other factors described in Intermagnetics' Annual Report on
Form 10-K for the fiscal year ended May 29, 2005 and Quarterly Report on Form
10-Q for the fiscal quarter ended February 26, 2006, and its most recent
quarterly report filed with the SEC. Intermagnetics disclaims any intention or
obligation to update any forward-looking statements as a result of developments
occurring after the date of this report.
ITEM 8.01. OTHER EVENTS.
On June 15, 2006, the Company and Royal Philips issued a joint press
release announcing that they had entered into the Merger Agreement. The full
text of this press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(D) EXHIBITS. See the Exhibit Index attached to this Current Report on
Form 8-K, which is incorporated herein by reference.
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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.
INTERMAGNETICS GENERAL CORPORATION
By: /s/ Michael K. Burke
________________________________
Michael K. Burke
Executive Vice President
and Chief Financial Officer
Dated: June 15, 2006
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of June 14, 2006, by and
among Intermagnetics General Corporation, Philips Holding USA
Inc. and Jumbo Acquisition Corp.*
10.1 Amended and Restated Intermagnetics General Corporation Enhanced
Benefit Plan, dated as of June 12, 2006
10.2 Employment Agreement, dated as of June 14, 2006, by and among
Philips Electronics North America Corporation and Glenn H. Epstein
10.3 Special Transition Agreement, dated as of June 14, 2006, by and
among Philips Electronics North America Corporation and Glenn H.
Epstein
10.4 Employment Agreement, dated as of June 14, 2006, by and among
Philips Electronics North America Corporation and Thomas J.
O'Brien
10.5 Special Transition Agreement, dated as of June 14, 2006, by and
among Philips Electronics North America Corporation and Thomas J.
O'Brien
10.6 Employment Agreement, dated as of June 14, 2006, by and among
Philips Electronics North America Corporation and Leo Blecher
10.7 Special Transition Agreement, dated as of June 14, 2006, by and
among Philips Electronics North America Corporation and Leo
Blecher
10.8 Employment Agreement, dated as of June 14, 2006, by and among
Philips Electronics North America Corporation and Katherine M.
Sheehan
10.9 Special Transition Agreement, dated as of June 14, 2006, by and
among Philips Electronics North America Corporation and Katherine
M. Sheehan
10.10 Employment Agreement, dated as of June 14, 2006, by and among
Philips Electronics North America Corporation and Kevin Lake
10.11 Special Transition Agreement, dated as of June 14, 2006, by and
among Philips Electronics North America Corporation and Kevin Lake
99.1 Joint Press Release, dated as of June 15, 2006, by Intermagnetics
General Corporation and Koninklijke Philips Electronics N.V.
______________
* The Company Disclosure Letter delivered in connection with the Agreement and
Plan of Merger is not filed herewith. The registrant will furnish supplementally
a copy of the Company Disclosure Letter to the Commission upon request.
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