SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): November 24, 1997.
INTERMAGNETICS GENERAL CORPORATION
(Exact name of registrant as specified in its charter.)
Commission File Number 1-11344
New York 14-1537454
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 Old Niskayuna Road,
Latham, New York 12110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 782-1122
Item 2. Acquisition or Disposition of Assets.
On November 24, 1997, Intermagnetics General Corporation (the "Company")
completed its acquisition of Polycold Systems International, a California
corporation ("Polycold"), pursuant to an Agreement and Plan of Reorganization
and Merger, dated November 24, 1997 (the "Agreement"), by and among the
Company, Polycold Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of the Company ("Merger Sub"), Polycold, and the 13 stockholders of
Polycold named therein (the "Stockholders"). Pursuant to the Agreement,
Polycold was acquired by the merger (the "Merger") of Polycold with and into
Merger Sub. Merger Sub is the surviving corporation in the Merger, and has been
named Polycold Systems International, Inc. In the Merger, all of the 284,887
shares of the outstanding common stock, no par value, of Polycold (the
"Polycold Shares") were exchanged for the Merger consideration, described below.
The Merger consideration was arrived at by arm's length negotiation and
consisted, on an aggregate basis, of a promissory note (the "Note") for $6.82
million, approximately 276,050 shares of the common stock, par value $.10 per
share, of the Company (the "Company Common Stock"), and approximately 70,000
shares of the Series A Preferred Stock, par value $.10 per share, of the
Company (the "Company Series A Preferred Stock"). The Note bears interest at
the compound rate of 5.75% per annum, and is payable, subject to certain
obligations of the Stockholders of Polycold as set forth in greater detail in
the Agreement, ninety (90) days after issuance. The total value of the Merger
consideration received by the Stockholders of Polycold was approximately $16.5
million. Each Stockholder of Polycold received for each Polycold Share held by
it (i) a portion of the Note equal to approximately $23.94, (ii) approximately
.97 shares of Company Common Stock, and (iii) approximately .25 shares of
Company Series A Preferred Stock.
All of the Stockholders of Polycold voted in favor of the Merger by a
Unanimous Written Consent of Stockholders In Lieu of A Special Meeting, dated
November 24, 1997, and are signatories to the Agreement.
The Company currently expects that the portion of the consideration
represented by the Note will, upon payment, be financed internally by the
Company or by Bank borrowings.
Prior to the Merger, Polycold was engaged in the manufacture of large
capacity, cryogenic systems. All plant, equipment and other physical property
acquired in the Merger will continue to be used primarily as they were prior
to the Merger. As contemplated by the Agreement, Ronald W. Sykes, an officer,
director and shareholder of Polycold, has entered into an Employment Agreement
with Intermagnetics, dated November 24, 1997, pursuant to which he has assumed
the position of Vice President and General Manager of Merger Sub.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The financial statements required by this item will be filed by
amendment to this form 8-K on or prior to February 7, 1998.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item will filed
by amendment to this Form 8-K on or prior to February 7, 1998.
(c) Exhibits.
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The following Exhibits are filed herewith.
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization and Merger
(the "Agreement"), dated November 24, 1997 by and
among Intermagnetics General Corporation, Polycold
Merger Sub, Inc., Polycold Systems International,
and the Stockholders of Polycold Systems
International named therein. (The Company hereby
undertakes to furnish supplementally a copy of any
omitted Schedule to the Commission upon request.)
3.1 Certificate of Amendment of the Certificate of
Incorporation of Intermagnetics General Corporation
Under Section 805 of the Business Corporation Law of
the State of New York.
10.1 Employment Agreement between Ronald W. Sykes and
Intermagnetics General Corporation dated
November 24, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
INTERMAGNETICS GENERAL CORPORATION
Date: December 8, 1997
By: /s/ Carl H. Rosner
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Carl H. Rosner
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description Page
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2.1 Agreement and Plan of Reorganization and Merger, dated
November 24, 1997, by and among Intermagnetics General
Corporation, Polycold Merger Sub, Inc., Polycold Systems
International, and the Stockholders of Polycold Systems
International named therein.
3.1 Certificate of Amendment of the Certificate of Incorporation
of Intermagnetics General Corporation Under Section 805 of
the Business Corporation Law of the State of New York.
10.1 Employment Agreement between Ronald W. Sykes and
Intermagnetics General Corporation dated November 24, 1997.
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