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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of l934
Date of Report (Date of earliest event reported) December 18, 1996
NATIONAL PATENT DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its Charter)
Delaware 1-7234 13-1926739
(State or Other Juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
9 West 57th Street, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
212-826-8500
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
[Exhibit Index Appears at page 5]
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Item 2. Acquisition or Disposition of Assets.
On September 27, 1996, General Physics Corporation ("General
Physics"), all of the directors of General Physics and National Patent
Development Corporation ("National Patent") were named as defendants in a
complaint filed in the Court of Chancery of the State of Delaware. The complaint
was brought by an alleged stockholder of General Physics, individually and
purportedly as a class action on behalf of all other stockholders of General
Physics, and alleges, among other things, purported breaches of fiduciary duty
by the certain directors who are also directors of National Patent, and
purported breaches of fiduciary duty by National Patent, as an alleged majority
and controlling stockholder, arising primarily from the proposed merger (the
"Merger") of a subsidiary of National Patent with General Physics pursuant to
which General Physics will become a wholly-owned subsidiary of National Patent
and each holder of General Physics Common Stock would receive shares of National
Patent Common Stock.
On December 19, 1996, defendants entered into a Memorandum of
Understanding with the plaintiff which provides that National Patent and General
Physics would increase the exchange ratio of each outstanding share of General
Physics Common Stock acquired in exchange for National Patent Common Stock in
the Merger from .53 to .54. In addition, the "collar" was changed from a range
of $9.336 to $9.914 to a range of $9.259 to $10.00; the effect of the increase
in the exchange ratio and the change in the collar is that holders of General
Physics Common Stock will receive an amount in value of National Patent Common
Stock in the Merger in the range of between $5.00 and $5.40 (rather than $4.95
and $5.25), as long as the average market price of National Patent Common Stock
is within the collar during the ten consecutive trading days preceding January
16, 1997. National Patent, General Physics and GPX Acquisition Inc., a
wholly-owned subsidiary of National Patent, have entered into an Amendment to
the Agreement and Plan of Merger, dated as of November 19, 1996, to reflect the
foregoing changes to the Merger. The settlement is subject to, among other
things, completion of discovery to confirm that the settlement is fair and
reasonable and is in the best interest of General Physics' stockholders and
approval of the Delaware Court of Chancery.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired (incorporated by
reference to the Registrant's Joint Proxy Statement/Prospectus filed on Form S-4
on December 19, 1996).
(b) Pro Forma Financial Information (incorporated by reference to the
Registrant's Joint Proxy Statement/Prospectus filed on Form S-4 on December 19,
1996).
(c) Exhibits
2. Amendment No. 1 to the Merger Agreement dated as of
December 18, 1996 (incorporated by reference to
Exhibit 2.2 to the Registrant's Joint Proxy
Statement/Prospectus filed on Form S-4 on December 19,
1996).
20. Press Release Dated December 20, 1996.*
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* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
l934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
NATIONAL PATENT DEVELOPMENT CORPORATION
(Registrant)
/s/ Scott N. Greenberg
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Vice President and Chief Financial
Officer
Date: December 31, 1996
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EXHIBIT INDEX
Exhibit No. Exhibit Page
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2 Amendment No. 1 to the Merger Agreement dated as of December
18, 1996 (incorporated by reference to Exhibit 2.2 to the
Registrant's Joint Proxy Statement/Prospectus filed on Form
S-4 on December 19, 1996).
20 Press Release Dated December 20, 1996.