SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 5, 1998
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METRIKA SYSTEMS CORPORATION
(Exact name of Registrant as Specified in its charter)
Delaware 1-13085 33-0733537
(State or other juris- (Commission (I.R.S. Employer
diction of incorpora- File Number) Identification
tion) Number)
5788 Pacific Center Boulevard 92121
San Diego, California (Zip Code)
(Address of principal
executive offices)
(781) 622-1000
(Registrant's telephone number
including area code)
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Item 2. Acquisition or Disposition of Assets
On July 5, 1998, Metrika Systems Corporation (the "Company") acquired all
of the outstanding capital stock (the "Stock") of Honeywell-Measurex Data
Measurement Corporation ("DMC") from Honeywell-Measurex Corporation for
approximately $29,000,000 in cash (the "Purchase Price"). The Purchase Price is
subject to a post-closing adjustment equal to the amount by which DMC?s
shareholders equity as of the closing, as adjusted pursuant to the Agreement, is
greater than or less than, as the case may be, certain target amounts set forth
in the Agreement.
The acquisition was made pursuant to a Stock Purchase Agreement dated as
of May 6, 1998 (the "Agreement"), by and between the Company and
Honeywell-Measurex Corporation. The Purchase Price was funded entirely from cash
on hand. DMC, based in Gaithersburg, Maryland, manufactures and sells
computerized non-contact thickness, coating and other measurement systems for
use in flat-metal processing industries, including steel, aluminum, tin, copper,
brass and other rolled products (the "DMC Business").
The consideration paid for the DMC Business was based primarily on the
Company?s determination of the fair market value of the DMC Business, and the
terms of the Agreement were determined by arms-length negotiation among the
parties.
The Company has no present intention to use the assets of the DMC Business
for purposes materially different from the purposes for which such assets were
used prior to the acquisition. However, the Company will review the DMC Business
and its assets, corporate structure, capitalization, operations, properties, and
policies, and, upon completion of this review, may develop alternative plans or
proposals, including mergers, transfers of a material amount of assets or other
transactions or changes relating to such business.
Item 7. Financial Statements, Pro Forma Combined Condensed
Financial Information and Exhibits
(a) Financial Statements of Business Acquired: as it is impracticable to
file such information at this time, it will be filed by amendment within the
time period permitted by Item 7(a)(4) of Form 8-K.
(b) Pro Forma Financial Information: as it is impracticable to file such
information at this time, it will be filed by amendment within the time period
permitted by Item 7(a)(4) of Form 8-K.
(c) Exhibits
2 Stock Purchase Agreement dated as of May 6, 1998 by and between Metrika
Systems Corporation and Honeywell-Measurex Corporation. Pursuant to Item
601(b)(2) of regulation S-K, schedules and exhibits to this Agreement have been
omitted. The Company hereby undertakes to furnish supplementally a copy of such
schedules and exhibits to the Commission upon request.
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, on this 17th day of July, 1998.
METRIKA SYSTEMS CORPORATION
By: /s/ Sandra L. Lambert
Sandra L. Lambert
Secretary
METRIKA SYSTEMS CORPORATION
Exhibit Index
Exhibit No. Description of Exhibit
Stock Purchase Agreement dated as of May 6, 1998 by and between Metrika Systems
Corporation and Honeywell-Measurex Corporation. Pursuant to Item 601(b)(2) of
regulation S-K, schedules and exhibits to this Agreement have been omitted. The
Company hereby undertakes to furnish supplementally a copy of such schedules and
exhibits to the Commission upon request.