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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 OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earlier event reported): October 17, 1997
Computational Systems, Incorporated
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(Exact name of registrant as specified in its charter)
Tennessee 0-26596 62-1198047
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
835 Innovation Drive
Knoxville, Tennessee 37932
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(Address of principal executive offices) (Zip Code)
(423) 675-2110
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(Registrant's telephone number, including area code)
The Exhibit Index is located at page 4.
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Item 5. Other Events
On October 17, 1997, Computational Systems, Incorporated, a Tennessee
corporation (the "Company"), entered into an Agreement and Plan of Merger, dated
as of October 17, 1997, by and among the Company, EmerSub LVII, Inc., a Delaware
corporation ("Merger Subsidiary"), and Emerson Electric Co., a Missouri
corporation ("Emerson") (the "Merger Agreement"), pursuant to which Merger
Subsidiary will merge with and into the Company (the "Merger"), and the Company
will become a wholly owned subsidiary of Emerson. Emerson will pay $29.65 per
share for each share of the Company's outstanding common stock (the "Company
Stock") at the effective time of the Merger, of which $5.93 per share is payable
in cash, and the remaining $23.72 per share is payable in Emerson common stock.
Such consideration was determined on the basis of arm's length negotiations by
the parties.
In addition, on October 17, 1997, Ronald G. Canada, Chairman and Chief Executive
Officer of the Company, entered into a Stockholder Option Agreement with Emerson
whereby Mr. Canada granted to Emerson an irrevocable, unconditional option to
purchase any and all of his shares of the Company Stock (the "Option"). The
Option is exercisable upon the termination of the Merger Agreement as a result
of (i) the Company not obtaining stockholder approval of the Merger Agreement in
the case where prior to the Company's stockholder meeting a takeover proposal
has been announced, or (ii) the Company complying with its fiduciary duties
under applicable law. If the Option is not exercised, it will terminate on the
thirty first business day following the termination of the Merger Agreement.
Emerson engages principally in the worldwide design, manufacture and sale of a
broad range of electrical, electromechanical and electronic products and
systems. Other than the Option, Emerson has no material relationship with the
Company.
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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 thereunto duly authorized.
COMPUTATIONAL SYSTEMS, INCORPORATED
By: /s/ Ronald G. Canada
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Ronald G. Canada
Chairman and Chief Executive
Officer
October 20, 1997
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2.1 Agreement and Plan of Merger, dated
as of October 17, 1997, by and among
Emerson Electric Co., Computational
Systems, Incorporated and Emersub
LVII, Inc.
10.1 Stockholder Option Agreement, dated
as of October 17, 1997, by and
between Ronald G. Canada and
Emerson Electric Co.
99.1 Press Release, dated October 17, 1996,
issued by Computational Systems,
Incorporated