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) September 16, 1995
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Data Measurement Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-15011 06-0774266
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15884 Gaither Drive, Gaithersburg, Maryland 20877
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 948-2450
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On September 16, 1995, the Board of Directors (the "Board") of Data
Measurement Corporation (the "Corporation") unanimously approved an Agreement
and Plan of Reorganization (the "Merger Agreement") by and among Measurex
Corporation (the "Buyer"), MX Acquisition Corp. (the "Acquisition Subsidiary")
and the Corporation. The Merger Agreement would result in the merger of the
Corporation with the Acquisition Subsidiary (the "Merger"), a wholly owned
subsidiary of the Buyer.
Upon the Closing of the Merger Agreement (the "Closing"), holders (the
"Stockholders") of issued and outstanding shares of the Corporation's common
stock (the "Stock") would receive $18.625 in cash for each share of the Stock
owned by each Stockholder and holders ("Rightsholders") of options, warrants or
Convertible Subordinated Debentures due 1997 (the "Rights") will receive cash
equal to the spread between the exercise or conversion price under the
applicable Rights and $18.625. The Corporation's obligation to the Federal
Deposit Insurance Corporation ("FDIC") under the terms of the FDIC's Convertible
Subordinated Debenture will remain outstanding.
As a result of the Merger, the Corporation and all of its assets, rights
and obligations will be owned by the combined entity, which will then be known
as Measurex Data Measurement Corporation ("MDMC"). MDMC will be a wholly owned
subsidiary of the Buyer.
The Closing is contingent upon certain conditions set forth in the Merger
Agreement, the approval of the Merger Agreement by the Stockholders holding a
majority of the issued and outstanding shares of the Corporation's Stock, and
upon expiration or early termination of the waiting period under the Hart-Scott-
Rodino Anti-Trust Improvements Act of 1976.
In connection with the Merger Agreement, the Buyer also negotiated and
entered into Voting and Stock Option Agreements with certain individual
Stockholders of the Corporation (the "Stockholder Agreements"). The
Stockholders entering into the Stockholder Agreements were Dominique Gignoux,
Frederick Rolandi, John Sanders, Jim Collins and Ira Hunt (the "Selling
Stockholders"). Mr. Gignoux is the President and CEO of the Corporation and a
member of the Board. Mr. Rolandi is Vice President - Finance and CFO of the
Corporation and a member of the Board. Messers. Sanders, Collins and Hunt are
also members of the Board.
The Stockholder Agreements require each of the Selling Stockholders to vote
in favor of the Merger Agreement at any meeting of the Stockholders called for
the purpose of approving the Merger Agreement and provide to Buyer a proxy
covering all shares held by the Selling Stockholder. The Stockholder Agreements
also give the Buyer an option to purchase the Selling Stockholders' shares at
$18.625 per share and the right to cause the Selling Stockholder to exercise any
Rights held by the Selling Stockholder and sell the shares of Stock obtained by
such exercise to Buyer at $18.625 per share.
As of September 16, 1995, the Selling Stockholders owned 272,550 shares of
the Stock, which represented 19.8% of the Corporation's issued and outstanding
shares. The Selling Stockholders also owned Rights at varying exercise or
conversion prices, for the purchase of 84,750 additional shares of the
Corporation's Stock which, when combined with the currently issued and
outstanding shares, would represent 24.4% of the Corporation's Stock on a
partially diluted basis (assuming exercise only of the Selling Stockholders'
options) and 19.1% of the Corporation's Stock on a fully diluted basis (assuming
exercise or conversion of all exercisable Rights).
The Merger Agreement will be presented to the Stockholders for their
approval as soon as reasonably possible, pursuant to the issuance of a Notice of
Special Meeting of the Stockholders and Proxy Statement (the "Proxy Statement").
ITEM 7. EXHIBITS
Exhibit 2.1 Agreement and Plan of Reorganization
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.
DATA MEASUREMENT CORPORATION
September 21, 1995 /s/ Dominique Gignoux
Date:________________________ By:________________________________
Dominique Gignoux, President