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):
June 16, 1998
NIMBUS CD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-26902 54-1651183
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
623 Welsh Run Road
Guildford Farm
Ruckersville, Virginia 22968
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 985-1100
Item 5. Other Events
On June 17, 1998, Carlton Communications Plc. ("Carlton") issued a press release
announcing that it had entered into a merger agreement (the "Merger Agreement")
whereby Neptune Acquisition Corp. ("Neptune"), a wholly-owned subsidiary of
Carlton, will tender for all of the outstanding shares of common stock of Nimbus
CD International, Inc. ("Nimbus") for $11.50 per share.
Additionally on June 16, 1998, Carlton, Neptune and certain stockholders of
Nimbus (the "Selling Stockholders") who own, in the aggregate, approximately 44%
of the outstanding stock on a fully-diluted basis, entered into an agreement
(the "Stockholders Agreement"), whereby each of the Selling Stockholders agrees
to tender (and not withdraw) pursuant to and in accordance with the terms of the
tender offer, all of their stock in Nimbus.
A copy of the text of the press release issued by Carlton is attached as Exhibit
99.1 and is incorporated herein by reference. A copy of the merger agreement is
attached as Exhibit 2.1 and is incorporated herein by reference. A copy of the
Stockholders Agreement is attached as Exhibit 99.2 and is incorporated herein by
reference. The foregoing description is qualified in its entirety by reference
to such exhibits.
Item 7. Financial Statements and Exhibits
(a) None.
(b) None.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of June 16,
1998, among Carlton Communications Plc, Neptune
Acquisition Corp. and Nimbus CD International, Inc.
99.1 Text of press release issued by Carlton Communications
Plc on June 17, 1998.
99.2 Agreement, dated as of June 16, 1998, among Carlton
Communications Plc, Neptune Acquisition Corp. and the
Stockholders named therein.
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 thereunto duly authorized.
NIMBUS CD INTERNATIONAL, INC.
(Registrant)
---------------------------------
By: /s/ L. Steven Minkel
(Signature)
L. Steven Minkel,
Executive Vice President and
Chief Financial Officer
Dated: June 18, 1998
EXHIBIT INDEX
Exhibit 2.1 Agreement and Plan of Merger, dated as of June 16, 1998,
among Carlton Communications Plc, Neptune Acquisition Corp.
and Nimbus CD International, Inc.
Exhibit 99.1 Text of press release issued by Carlton Communications Plc
on June 17, 1998.
Exhibit 99.2 Agreement, dated as of June 16, 1998, among Carlton
Communications Plc, Neptune Acquisition Corp. and the
Stockholders named therein.