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UNITED STATES 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): July 2, 1998
Commission File Number: 0-10095
Unit Instruments, Inc.
(Exact name of registrant as specified in its charter)
California 33-0077406
(State or other jurisdiction (I.R.S. Employer
of Incorporation) Identification Number)
22600 Savi Ranch Parkway, Yorba Linda, California 92887
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (714) 921-2640
This Report consists of forty-nine (49) pages.
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Item 5. Other Events
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On July 2, 1998, United States Filter Corporation ("U.S. Filter"), Kinetics
Acquisition Corp., a California corporation and wholly owned subsidiary of U.S.
Filter ("Subcorp"), and Unit Instruments, Inc. ("Unit") executed an Agreement
and Plan of Merger, a copy of which is incorporated by reference as Exhibit 3.1
hereto (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement,
which is incorporated herein by reference, Subcorp will, subject to certain
conditions being satisfied or waived, be merged with and into Unit (the
"Merger") and Unit will survive the merger (the "Surviving Corporation") and
become a wholly owned subsidiary of U.S. Filter.
Upon the effectiveness of the Merger, each outstanding share of common stock,
par value $0.15 per share ("Common Stock"), of Unit, with the exception of
shares held by shareholders who properly exercise dissenters' rights under the
Corporations Code of the State of California, will be converted into a number of
shares of U.S. Filter's common stock equal to the Exchange Ratio (as defined
below), collectively, the "Merger Consideration."
The exchange ratio (the "Exchange Ratio") will be calculated as follows: (a) if
the average daily closing price (the "Average Closing Price") on the New York
Stock Exchange of U.S. Filter's common stock during the 20 consecutive trading
days ending five days prior to the Shareholders' Meeting, at which the Unit
shareholders are to vote on the Merger, is equal to or exceeds $27.00, the
Exchange Ratio will be equal to $12.62 divided by the Average Closing Price; and
(b) if the Average Closing Price is less than $27.00, the Exchange Ratio will be
equal to $12.62 divided by $27.00. If the Average Closing Price is less than
$24.00, Unit may terminate the Merger Agreement.
The closing of the merger is subject to certain conditions, including (among
others) satisfactory completion by U.S. Filter of the due diligence during the
30-day period following the date of the agreement, expiration of the Hart-Scott-
Rodino waiting period, and approval by Unit shareholders. The transaction is
expected to close in September, 1998. Following the merger, Unit will become a
wholly-owned subsidiary within U.S. Filter's Kinetics Group ("USF Kinetics").
At the effective time (the "Effective Time"), all outstanding stock options and
warrants to purchase Unit stock shall automatically convert into an option to
purchase a number of shares of U.S. Filter common stock equal to (x) the number
of shares of Unit Common Stock issuable immediately as of the date of this
Agreement upon exercise of such Unit stock option or warrant multiplied by (y)
the Exchange Ratio with an exercise price equal to the exercise price which
existed under the corresponding Unit stock option or warrant divided by the
Exchange Ratio, and with such other terms and conditions, subject to U.S.
Filter's approval, as were in effect under such Unit stock option or warrant as
of the date of this Agreement.
Fractional shares will not be issued, but the pro rata portion of the net
proceeds of the sale of all such shares will be paid in cash to the persons
entitled thereto. As a result of the conversion of the Unit Common Stock, the
Unit Common Stock will be de-listed from the Nasdaq National
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Market tier of The Nasdaq Stock Market and will not be listed on any national
securities exchange or quoted in any inter-dealer quotation system, and holders
of Unit Common Stock will become shareholders of U.S. Filter.
Additionally, if the Merger becomes effective, the directors and officers of
Subcorp, immediately prior to the Merger, will become the directors and officers
of the Surviving corporation.
The foregoing summary of the terms of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Merger Agreement.
On June 29, 1998, Unit issued a press release stating that it was in merger
discussions for the acquisition of the company, a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
On July 2, 1998, Unit issued a press release stating that it had signed a
definitive agreement regarding the Merger, a copy of which is attached hereto as
Exhibit 99.2 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(a) Financial statements of businesses acquired: None
(b) Pro forma financial information: None
(c) Exhibits:
(3.1) Merger Agreement, dated as of July 2, 1998, among United
States Filter Corporation, Kinetics Acquisition Corporation
and Unit Instruments, Inc.
(99.1) Text of Press Release issued by Unit Instruments, Inc. dated
June 29, 1998.
(99.2) Text of Press Release issued by Unit Instruments, Inc. dated
July 2, 1998.
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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.
UNIT INSTRUMENTS, INC.
Date: July 6, 1998 By /s/ GARY N. PATTEN
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/s/ Gary N. Patten
Chief Financial Officer
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Exhibit Index
Exhibit 3.1: Merger Agreement dated as of July 2, 1998, among United States
Filter Corporation, Kinetics Acquisition Corporation and Unit
Instruments, Inc.
Exhibit 99.1: Text of Press Release issued by Unit Instruments, Inc. dated
June 29, 1998.
Exhibit 99.2: Text of Press Release issued by Unit Instruments, Inc. dated
July 2, 1998.
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