SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 25, 1996
VERNITRON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-16182 11-1962029
(State or other jurisdiction) (Commission) (IRS Employer
Identification Number)
645 MADISON AVENUE, NEW YORK, NEW YORK 10022
(Address of principal executive offices, including zip code)
(212) 593-7900
Registrant's telephone number, including area code
On April 25, 1996, Vernitron Corporation, a Delaware Corporation (the
"Company") acquired Precision Aerotech, Inc., a Delaware corporation ("PAI").
This transaction was reported on Item 2 on Form 8-K, dated May 7, 1996.
This Form 8-K, dated June 13, 1996, provides the pro forma financial
information required by Item 7(b) as follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
The following unaudited pro forma condensed statements of
operations of the Company for the three months ended March 31,
1996 (attached as Exhibit 7(b)(.1) and the year ended December 31,
1995 (attached as Exhibit 7(b)(.2), present results for the
Company as if the Company's acquisition of Precision Aerotech,
Inc. ("PAI") and financing transaction related to the acquisition
had occurred as of January 1, 1995. The pro forma condensed
balance sheet of the Company as of March 31, 1996 (attached as
Exhibit 7(b)(.3) gives effect to the acquisition and related
financing transaction as if they had occurred as of March 31,
1996. The unaudited pro forma financial information does not
purport to represent what the Company's financial position or
results of operations actually would have been had the acquisition
and the related financing transaction in fact occurred on the
dates indicated, or to project the Company's financial position or
results of operations for any future date or period. The pro forma
adjustments are based on available information and certain
assumptions that the Company currently believes are reasonable in
the circumstances. The unaudited financial information should be
read in conjunction with the accompanying notes thereto (attached
as Exhibit 7(b)(.4); the separate historical condensed financial
statements of the Company as of and for the three month period
ended March 31, 1996 which are contained in the Company's
Quarterly Report on Form 10-Q for such period; and the historical
financial statements of the Company as of and for the year ended
December 31, 1995 which are contained in the Company's Annual
Report on Form 10-K for such period. PAI has historically reported
its financial results on a fiscal year ending April 30. For the
purpose of the pro forma financial information, PAI's historical
financial information has been restated to include the periods
corresponding to a calendar year.
The pro forma adjustments and pro forma combined amounts are
provided for informational purposes only. The Company's financial
statements will reflect the effects of the acquisition and related
financing transaction only from the date such events occurred. The
pro forma adjustments are applied to the historical financial
statements to, among other things, account for the acquisition as
a purchase. Under purchase accounting, the total purchase cost
will be allocated to the PAI assets and liabilities based on their
fair values. Allocations are subject to analysis and valuations
as of the date of the acquisition which are not yet completed.
Accordingly, the final allocations will be different from the
amounts reflected herein. Although the final allocations will
differ, the unaudited pro forma financial information reflects
management's best estimate based on currently available
information.
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
Vernitron Corporation
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Registrant
Date: June 13, 1996 By:/s/ Raymond F. Kunzmann
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Raymond F. Kunzmann
Vice President
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