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): August 9, 2002 Acterna Corporation (Exact name of registrant as specified in its charter) Delaware 000-07438 04-2258582 (State or other jurisdiction of (Commission File No.) (IRS Employee incorporation) Identification No.) 20410 Observation Drive Germantown, Maryland 20876 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (301) 353-1550 Item 2. Acquisition and Disposition of Assets. ------------------------------------- (a) On August 9, 2002, the Registrant and its wholly-owned subsidiary, Acterna LLC, a Delaware limited liability company ("Acterna LLC"), consummated the transactions contemplated under an agreement (the "Stock Purchase Agreement"), dated June 13, 2002, with Rockwell Collins, Inc., a Delaware corporation ("Rockwell Collins"), pursuant to which Acterna LLC sold to Rockwell Collins (i) all of the issued and outstanding shares of the capital stock of Airshow, Inc., a Delaware corporation and wholly-owned indirect subsidiary Acterna LLC and (ii) all of the issued and outstanding shares of the capital stock of Airshow France S.A.R.L., a societe a responsabilite limitee and wholly-owned indirect subsidiary of Acterna LLC in exchange for aggregate cash consideration of $160 million, subject to adjustment. Item 7. Financial Statements and Exhibits. --------------------------------- (b) Pro forma financial information required pursuant to Article 11 of Regulation S-X is included in this Report as the following exhibit and is incorporated herein by reference. Exhibit 99.1: Unaudited Pro Forma Financial Statements. 2 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. ACTERNA CORPORATION Date: August 23, 2002 By: /s/ John D. Ratliff -------------------------------------- Name: John D. Ratliff Title: Corporate Vice President and Chief Financial Officer 3