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): May 21, 1998
Dynatech Corporation
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts
-------------------------------------------
(State or other jurisdiction of incorporation)
0-7438 04-2258582
- ------------------------ -------------------------------------
(Commission File Number) (I.R.S. Employer Identification Number)
3 New England Executive Park, Burlington, Massachusetts 01803
--------------------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (781) 272-6100
------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 5. Other Events.
Dynatech Corporation, a Massachusetts corporation (the "Company")
consummated on May 21, 1998 a recapitalization which was effected with CDRD
Merger Corporation, a Delaware corporation ("MergerCo") formed by Clayton,
Dubilier & Rice Fund V Limited Partnership, pursuant to an Agreement and
Plan of Merger dated as of December 20, 1997 (the "Merger Agreement") under
which MergerCo merged with and into the Company (the "Merger") and the
separate corporate existence of MergerCo ceased. After the Merger, the
Company has continued as the surviving corporation (the "Surviving
Corporation"). In the Merger, each outstanding share of common stock, par
value $.20 per share (the "Company Common Stock") of the Company was
converted into the right to receive (a) $47.75 in cash and (b) 0.5 shares
of common stock, no par value, of the Surviving Corporation (the
"Recapitalized Common Stock") (except that any shares of Company Common
Stock held in the Company's treasury or by MergerCo were canceled). Each
share of MergerCo common stock was converted into one share of
Recapitalized Common Stock. Trading of the Company Common Stock has been
suspended, and the Company anticipates that the Company Common Stock will
be delisted from the New York Stock Exchange in the near future. The
stockholders of the Company approved the Merger Agreement and the Merger in
a Special Meeting of the Company's stockholders held on May 21, 1998.
The consummation of the transaction was announced publicly on May 21,
1998. A copy of the press release is attached as an exhibit and is
incorporated herein by reference.
Exhibit index appears on Page 4.
Item 7. Financial Statements and Exhibits.
The following are filed as Exhibits to this Report.
Exhibit:
99.1 Press Release dated May 21, 1998.
Page 2 of 4
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.
Dynatech Corporation
Dated: June 1, 1998. By: /s/ Mark V. B. Tremallo
------------------------
Mark V. B. Tremallo
Corporate Vice President
Page 3 of 4
Exhibit Index
-------------
Number Exhibit
------ -------
99.1 Press Release dated May 21, 1998.
Page 4 of 4