SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 31, 1998
Pacific Scientific Company
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
92660 94-0744970
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Commission File Number (IRS Employer Identification No.)
620 Newport Center Drive, Suite 700, Newport Beach, California 92660
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(Address of principal executive offices) (Zip Code)
(714) 720-1714
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Registrant's Telephone Number
Item 5. Other Events
On January 31, 1998, Pacific Scientific Company (the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement") by and
among the Company, DH Holdings Corp. ("Parent"), a Delaware corporation and a
wholly owned subsidiary of Danaher Corporation and a corporation to be formed
under California law which will be a wholly owned subsidiary of Parent ("Merger
Sub"). The Merger Agreement contemplates, among other things, that Parent will
initiate a cash tender offer (the "Offer") for all outstanding shares of the
Company's common stock at a price of $30.25 per share. The Offer will be subject
to certain conditions including the condition (the "Minimum Condition") that 90%
of the outstanding shares of the Company's common stock are tendered prior to
the expiration date of the Offer. The Merger Agreement provides that if the
Offer is consummated pursuant to its terms, Merger Sub will thereafter be merged
(the "Merger") with and into the Company. If the Minimum Condition is not met
and the Offer is not consummated, the Merger Agreement provides that the Company
will mail proxy materials to its stockholders for the purpose of seeking
stockholder approval of the Merger. If the Merger is effected following
consummation of the Offer, no stockholder vote will be required. Regardless of
whether the Offer is consummated, however, the Merger Agreement provides that,
in the Merger, the Company's stockholders would receive the same $30.25 per
share cash price that is being offered pursuant to the Offer. The Merger is
conditioned upon, among other things, the expiration of the applicable waiting
period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended. A copy of the Merger Agreement is attached as Exhibit 1
hereto and is incorporated herein by reference.
A copy of the press release issued by the Company announcing the
execution of the Merger Agreement is attached as Exhibit 2 hereto and is
incorporated herein by reference.
In connection with the execution of the Merger Agreement, the Board
of Directors of the Company approved a First Amendment (the "First Amendment"),
dated as of January 31, 1998, to the Rights Agreement (the "Rights Agreement"),
dated as of December 21, 1997, between the Company and ChaseMellon Shareholder
Services, L.L.C. (the "Rights Agent"). The First Amendment provides, among other
things, that Parent and its Affiliates (as defined in the Rights Agreement),
would not be deemed an Acquiring Person (as defined in the Rights Agreement).
The First Amendment is filed as Exhibit No. 3 to this Form 8-K and is
incorporated herein by reference.
Item 7. Exhibits.
1. Agreement and Plan of Merger, dated as of January 31, 1998, by and
among the Company, Parent and Purchaser.
2. Press release, dated February 2, 1998.
3. First Amendment to Rights Agreement, dated as of January 31, 1998, by
and between the Company and the Rights Agent (incorporated by
reference to Exhibit 5 to Amendment No. 3 to the Company's Form 8-A,
filed February 2, 1998).
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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: February 2, 1998
PACIFIC SCIENTIFIC COMPANY
By: /s/ Lester Hill
Name: Lester Hill
Title: Chairman and Chief Executive
Officer
EXHIBIT LIST
1. Agreement and Plan of Merger, dated as of January 31, 1998, by and
among the Company, Parent and Purchaser.
2. Press release, dated February 2, 1998.
3. First Amendment to Rights Agreement, dated as of January 31, 1998, by
and between the Company and the Rights Agent (incorporated by
reference to Exhibit 5 to Amendment No. 3 to the Company's Form 8-A,
filed February 2, 1998).