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): March 30, 1999
FLIR SYSTEMS, INC.
(exact name of registrant as specified in its charter)
Oregon 0-21918 93-0708501
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
16505 S.W. 72nd Avenue, Portland, Oregon 97224
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (503)684-3731
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Item 2. Acquisition or Disposition of Assets
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Pursuant to the terms of the Agreement and Plan of Merger (the "Merger
Agreement") dated as of March 19, 1999 by and among FLIR Systems, Inc., an
Oregon corporation ("FLIR"), Irabu Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of FLIR ("Sub"), Inframetrics, Inc., a
Delaware corporation ("Inframetrics") and the stockholders of Inframetrics
(the "Stockholders"), Sub was merged with and into Inframetrics (the "Merger")
effective as of March 30, 1999 (the "Effective Time"). As a result of the
Merger, Inframetrics became a wholly-owned subsidiary of FLIR.
At the Effective Time, the shares of capital stock of Inframetrics
outstanding immediately prior to the Effective Time were converted into and
exchanged for a total of 2,107,552 shares of FLIR common stock (including
210,755 shares of FLIR common stock to be held in escrow to secure the
indemnification obligations of the Stockholders until September 26, 1999). In
addition, at the Effective Time, all options to purchase Inframetrics common
stock that were outstanding immediately prior to the Effective Time were assumed
by FLIR. A total of 192,439 shares of FLIR common stock are issuable upon the
exercise of the stock options assumed by FLIR in the Merger.
The amount of the consideration paid in the Merger was determined through
arms-length negotiations between FLIR and representatives of the stockholders of
Inframetrics. Prior to the date of the Merger Agreement, no material
relationship existed between FLIR and Inframetrics or any of its affiliates, any
director or officer of FLIR, or any associate of any such director or officer.
In connection with the Merger, FLIR entered into employment agreements with
certain executive officers of Inframetrics. Pursuant to the terms of the Merger
Agreement, Inframetrics' stockholders have the right to designate one person to
be appointed to serve on FLIR's Board of Directors.
It is expected that the acquisition of Inframetrics will constitute a tax-
free reorganization for federal income tax purposes. The transaction is
expected to be accounted for as a pooling of interests transaction.
In connection with the Merger, FLIR, Inframetrics, and the Stockholders
entered into a Shareholders Agreement which provides that FLIR must file a shelf
registration statement on Form S-3 under the Securities Act of 1933 with respect
to the FLIR common stock issued in the Merger, and must maintain such
registration statement in effect for 18 months.
Inframetrics designs, manufactures and markets infrared imaging technology
systems worldwide for a wide variety of applications in commercial and
government markets. FLIR intends to continue operating the existing business of
Inframetrics.
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Item 5. Other Events
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(a) 1999 Annual Meeting of Shareholders. FLIR's 1999 Annual Meeting of
Shareholders (the "Annual Meeting") is scheduled to be held on June 2, 1999. The
record date for shareholders entitled to notice of, and to vote at, the Annual
Meeting is the close of business on April 12, 1999.
(b) Amendment of Bylaws. The Board of Directors of FLIR amended the
company's First Restated Bylaws (the "Bylaws") effective as of April 12, 1999 to
add a new section 8.3 that exempts acquisitions of FLIR's voting shares from the
provisions of Oregon Revised Statutes sections 60.801 to 60.816 (the "Oregon
Control Share Act"). Section 8.3 the Bylaws reads as follows:
"8.3 Oregon Control Share Act Not Applicable. Oregon
Revised Statutes sections 60.801 to 60.816 shall not apply
to acquisitions of voting shares of the corporation."
Pursuant to section 60.804 of the Oregon Control Share Act, any voting shares of
FLIR that were "control shares" (as defined in the Oregon Control Share Act)
prior to the effective date of the amendment to the Bylaws described above
ceased to be considered "control shares" at the effective time of the Bylaw
amendment.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired.
It is impracticable to provide the financial statements required under this
Item as of the date this Current Report on Form 8-K must be filed. The required
financial statements will be filed as an amendment to this Form 8-K as soon as
practicable, but not later than 60 days after the date this Current Report on
Form 8-K must be filed.
(b) Pro Forma Financial Information.
It is impracticable to provide the pro forma financial information required
under this Item as of the date this Current Report on Form 8-K must be filed.
The required pro forma financial information will be filed as an amendment to
this Form 8-K as soon as practicable, but not later than 60 days after the date
this Current Report on Form 8-K must be filed.
(c) Exhibits
Number Description
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2.1 Merger Agreement dated as of March 19, 1999 by and among FLIR
Systems, Inc., Inframetrics, Inc., Irabu Acquisition Corporation
and the Shareholders of Inframetrics, Inc.
10.1 Shareholders Agreement dated as of March 19, 1999 by and among
FLIR Systems, Inc., Inframetrics, Inc. and the Shareholders of
Inframetrics, Inc.
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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.
FLIR SYSTEMS, INC.
(Registrant)
DATE: April 14, 1999 /s/ J. Mark Samper
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J. Mark Samper
Vice President and
Chief Financial Officer
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