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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):
March 21, 1997
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DYNATECH CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 0-7438 04-258582
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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: (508)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 48 Pages
Exhibit Index is on Page 4
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Item 2. Acquisition or Disposition of Assets.
On March 21, 1997, Computerized Medical Systems, Inc. ("CMS"), an indirect,
wholly-owned subsidiary of Dynatech Corporation (the "Registrant"), sold
substantially all of its assets to CMSI Holdings Corp. (the "Buyer"), pursuant
to the terms of an Asset Purchase Agreement dated as of March 7, 1997 (the
"Asset Purchase Agreement"). The assets sold to the Buyer were used by CMS in
the development, marketing and supporting of computerized planning systems
serving the field of radiation oncology and were included in Discontinued
Operations of the Registrant.
The Registrant received (i) cash consideration of $33 million, (ii) Class A
Preferred Stock of the Buyer with an aggregate liquidation preference of $6.3
million, and (iii) warrants exercisable to purchase 4.5 percent of the common
stock of the Buyer, on a fully diluted basis measured as of March 21, 1997. The
Buyer also assumed certain liabilities of CMS. In connection with the
disposition, the Registrant agreed to guarantee up to $3 million of the payment
obligations of a subsidiary of the Buyer under a credit facility obtained by
such subsidiary. 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 Registrant nor any of its affiliates had any
material relationship with the Buyer.
The purchase price is subject to adjustment upon completion of an audit of
the balance sheet of CMS as at March 21, 1997, as set forth in the Asset
Purchase Agreement.
Item 7. Financial Statements and Exhibits.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: None.
(b) PRO FORMA FINANCIAL INFORMATION: The results of operations of CMS for
the fiscal year ended March 31, 1996 and the nine months ended December 31, 1996
are included in the Discontinued Operations of Dynatech Corporation, therefore
pro forma financial information is not included herein.
(c) EXHIBITS:
2. Asset Purchase Agreement, dated as of March 7, 1997, by and among
Dynatech Corporation, Dynatech USA, Inc., Computerized Medical
Systems, Inc., and CMSI Holdings Corp.
Page 2 of 48
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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: April 7, 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 48
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EXHIBIT INDEX
2. Asset Purchase Agreement, dated as of March 7, 1997, by and among Dynatech
Corporation, Dynatech USA, Inc., Computerized Medical Systems, Inc., and
CMSI Holdings Corp.