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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):
December 31, 1996
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DYNATECH CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 0-7438 04-2258582
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3 New England Executive Park, Burlington, MA 01803
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 272-6100
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Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 63 Pages
Exhibit Index is on Page 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 31, 1996, Dynatech Corporation (the "Company" or the
"Registrant"), and its wholly-owned indirect subsidiary, IAQ Corporation
("IAQ"), acquired substantially all of the assets and assumed certain of the
liabilities of Itronix Corporation ("Itronix"), a wholly-owned subsidiary of
Telxon Corporation ("Telxon"), pursuant to the terms of an Asset Purchase
Agreement, dated as of December 28, 1996, among the Company, IAQ, Itronix and
Telxon (the "Asset Purchase Agreement"). The aggregate consideration paid by the
Company and IAQ for the acquired assets of Itronix was approximately $65.5
million in cash. The purchase price is subject to adjustment upon completion of
an audit of the Itronix balance sheet as at December 31, 1996, as set forth in
the Asset Purchase Agreement. Approximately $40 million of the purchase price
was borrowed from The First National Bank of Boston, ABN Amro Bank N.V., Boston
Branch, and Mellon Bank, N.A., pursuant to the terms of the Company's existing
revolving credit and term loan agreement with such banks.
The acquisition of incomplete technology will result in a one-time,
pre-tax charge to be taken in the third quarter ended December 31, 1996. The
amount of the charge will be calculated based upon final determination of the
allocation of the purchase price.
The terms of the Asset Purchase Agreement were determined on the basis
of arms-length negotiations. Prior to the execution of the Asset Purchase
Agreement, neither the Company nor any of its affiliates had any material
relationship with Itronix or its stockholder.
Itronix, headquartered in Spokane, Washington, is a manufacturer of
mobile computing and communications devices which increase the efficiency of
large, mission-critical service groups. The Company currently intends to
continue to use the assets of Itronix constituting plant, equipment or other
physical property substantially in the same manner in which they were used by
Itronix immediately prior to the acquisition.
This report may contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which reflect the Company's current
judgment on certain issues. Because such statements apply to future events, they
are subject to risks and uncertainties that could cause the actual results to
differ materially. Important factors which could cause actual results to differ
materially are described in the Company's reports on Form 10-K and 10-Q on file
with the Securities and Exchange Commission.
Page 2 of 63
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: Not filed herewith; to
be filed by amendment. Pursuant to Item 7(a)(4) of Form 8-K, the Registrant
hereby indicates that the filing of such financial information is impractical
and undertakes to file such information as soon as it is available on a Form
8-K/A Amendment to this report and in any event by March 17, 1997.
(b) PRO FORMA FINANCIAL INFORMATION: Not filed herewith; to be filed
by amendment. Pursuant to Item 7(a)(4) of Form 8-K, the Registrant hereby
indicates that the filing of such financial information is impractical and
undertakes to file such information as soon as it is available on a Form 8-K/A
Amendment to this report and in any event by March 17, 1997.
(c) Exhibits:
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2. Asset Purchase Agreement, dated as of December 28, 1996, among
Dynatech Corporation, IAQ Corporation, Telxon Corporation and
Itronix Corporation.
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.
Date: January 14, 1997 DYNATECH CORPORATION
By: /s/ Allan M. Kline
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Allan M. Kline
Vice President, Chief Financial
Officer and Treasurer
Page 3 of 63
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EXHIBIT INDEX
2. Asset Purchase Agreement, dated as of December 28, 1996, among Dynatech
Corporation, IAQ Corporation, Telxon Corporation and Itronix Corporation.