UNITED STATES
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):
June 29, 2004
TEKTRONIX, INC.
(Exact name of registrant as specified in its charter)
OREGON 1-04837 93-0343990
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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14200 SW Karl Braun Drive,
Beaverton, Oregon 97077
(Address of principal executive (Zip Code)
offices)
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Registrant's telephone number, including area code: (503) 627-7111
No Change
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On June 29, 2004, Tektronix, Inc. ("Tektronix") and Inet Technologies,
Inc. ("Inet") jointly announced that Tektronix, Inet, Impala Merger Corp., a
wholly owned subsidiary of Tektronix ("Merger Corp."), and Impala Acquisition
Co. LLC, a wholly owned subsidiary of Tektronix ("Merger LLC"), have entered
into an Agreement and Plan of Merger (the "Agreement"), dated as of June 29,
2004. The Agreement provides for the acquisition of Inet by Tektronix.
The Agreement contemplates that at the Effective Time, Merger Corp. will
merge with and into Inet, followed immediately by the merger of the surviving
corporation with and into Merger LLC, with Merger LLC surviving the merger as a
wholly owned subsidiary of Tektronix.
Upon the effective time of the merger (the "Effective Time") each
outstanding share of Inet common stock will be converted into the right to
receive (i) $6.25 in cash (the "Cash Amount") and (ii) a fraction of a share of
Tektronix common stock equal to $6.25 divided by the average of the closing sale
prices of Tektronix common stock (as adjusted for stock splits, dividends and
the like) as reported on the New York Stock Exchange ("NYSE") for the 5 trading
days ending upon and including the trading day immediately before the closing
date (the "Average Closing Tektronix Stock Price"). The fraction of a share of
Tektronix common stock to be received by each outstanding share of Inet common
stock is referred to as the "Conversion Ratio."
For purposes of determining the stock consideration payable in the
merger, the calculation of the Average Closing Tektronix Stock Price is subject
to certain collars. If the Average Closing Tektronix Stock Price is greater than
or equal to $34.83 (the "Upper Collar"), then the Conversion Ratio will be the
number obtained by dividing $6.25 by $34.83, or .179. If the Average Closing
Tektronix Stock Price is less than or equal to $28.50 (the "Lower Collar"), then
the Conversion Ratio will be the number obtained by dividing $6.25 by $28.50, or
..219. If the Average Closing Tektronix Stock Price is greater than the Lower
Collar and less than the Upper Collar, the Conversion Ratio will be calculated
by dividing $6.25 by the Average Closing Tektronix Stock Price. The Tektronix
common stock issuable in connection with the merger will be registered with the
Securities and Exchange Commission on a Form S-4 registration statement
Tektronix and Inet intend for the merger to be considered a tax-free
reorganization under the Internal Revenue Code with respect to the Tektronix
common stock issued to Inet stockholders.
If at the closing of the transaction the Average Closing Tektronix Stock
Price is less than $31.66 and greater than or equal to the Lower Collar,
Tektronix may elect to increase the Cash Amount (the "Additional Cash Amount")
and correspondingly reduce the Conversion Ratio (the "Adjusted Conversion
Ratio").
Under the Agreement, the stock options, stock right awards and
restricted stock issued under Inet's stock option plans will not accelerate
(other than stock options issued to non-employee directors of Inet, which by
their original terms are fully exercisable) and will
continue in full force and effect following the merger. Each such stock option
and stock right award will be converted into a stock option to purchase or stock
right award to receive the number of shares of Tektronix common stock equal to
the sum of (i) the number of shares of Tektronix common stock into which the
shares of Inet common stock issuable upon exercise of such stock option or
receipt of such stock right award would have been converted in the merger and
(ii) the aggregate cash amount into which the shares of Inet common stock
issuable upon exercise of such stock option or receipt of such stock right award
would have been converted in the merger divided by the closing price of
Tektronix common stock on the NYSE on the closing date. The exercise price per
share of each such stock option will be obtained by dividing the old exercise
price of such stock option by the number of shares of Tektronix common stock
issuable upon exercise of such stock option. The stock options issued to
non-employee directors of Inet will be fully exercisable prior to the Effective
Time in accordance with their terms.
Under the Agreement, outstanding shares of restricted stock will be
converted into the same cash and stock consideration as Inet common stock not
subject to restricted stock agreements, provided that the restrictions contained
in the applicable restricted stock agreements will remain in effect. In
addition, the cash consideration receiveable in respect of restricted stock will
not be payable to a holder of such stock until the release of the restrictions
contained in the restricted stock agreement. Until paid to a holder, cash in
respect of restricted stock will be deemed to earn interest at the one year
treasury bill rate.
The Agreement includes customary representations, warranties and
covenants for each of Tektronix, Inet, Merger Corp. and Merger LLC.
Concurrently with the execution of the Agreement, Messrs. Elie S.
Akilian, Inet's President and Chief Executive Officer and approximately 20.7%
stockholder, and Samuel S. Simonian, Inet's Chairman of the Board and
approximately 18.8% stockholder, each entered into the following agreements with
Tektronix and/or Inet:
. a voting agreement, under which each of Messrs. Akilian and Simonian
each agreed, among other things, to vote their shares of Inet common
stock at a meeting of stockholders for the merger and against any
competing proposal;
. a noncompetition agreement to be effective as of closing of the
Agreement, providing for, among other things Messrs. Akilian's and
Simonian's agreement not to compete in the business of Inet for five
years; and
. a registration rights agreement, under which Tektronix agreed to put in
place at closing a shelf registration statement for a period of one year
to facilitate resales of the Tektronix common stock received by Messrs.
Akilian and Simonian in the merger.
The proposed merger has been approved by the boards of directors of each
of Tektronix and Inet and is expected to close in the third quarter of 2004,
subject to approval by Inet stockholders, antitrust and government regulatory
reviews and other closing conditions described in the Agreement. The proposed
merger transaction described above will require the affirmative vote of the
holders of a majority of the outstanding shares of Inet common stock. There can
be
no assurance that the merger will be consummated or, if consummated, as to the
timing thereof. A termination fee of $16.2 million may become payable by Inet to
Tektronix under certain circumstances with a termination of the Agreement by
Inet or Tektronix.
The foregoing description is a summary and is qualified in its entirety
by reference to the Agreement, the voting agreements, the noncompetition
agreements and the registration rights agreement, attached as Exhibits (2)(i),
(99)(i), (99)(ii) and (99)(iii), respectively, and incorporated herein by
reference. For further information, please refer to the agreements and the joint
press release issued by Tektronix and Inet on June 29, 2004 that are filed with,
and incorporated into, this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
Exhibit (2) Agreement and Plan of Merger dated June 29, 2004 among
Tektronix, Inc., Inet Technologies, Inc.,
Impala Merger Corp. and Impala Acquisition Co. LLC.
Exhibit (99)(i) Voting Agreements dated June 29, 2004 between
Tektronix, Inc. and each of Elie S. Akilian and
Samual S. Simonian.
Exhibit (99)(ii) Noncompetition Agreements dated June 29, 2004
between Tektronix, Inc. and each of Elie S. Akilian
and Samual S. Simonian.
Exhibit (99)(iii) Registration Rights Agreement dated June 29, 2004
among Tektronix, Inc., Elie S. Akilian and
Samual S. Simonian.
Exhibit (99)(iv) Tektronix, Inc. and Inet Technologies, Inc. press
release dated June 29, 2004.
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: June 29, 2004
TEKTRONIX, INC.
By: /S/ JAMES F. DALTON
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James F. Dalton
Vice President, General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
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Exhibit (2) Agreement and Plan of Merger dated June 29, 2004 among
Tektronix, Inc., Inet Technologies, Inc., Impala Merger Corp.
and Impala Acquisition Co. LLC.
Exhibit (99)(i) Voting Agreements dated June 29, 2004 between Tektronix, Inc.
and each of Elie S. Akilian and Samual S. Simonian.
Exhibit (99)(ii) Noncompetition Agreements dated June 29, 2004 between
Tektronix, Inc. and each of Elie S. Akilian and
Samual S. Simonian.
Exhibit (99)(iii) Registration Rights Agreement dated June 29, 2004 among
Tektronix, Inc., Elie S. Akilian and Samual S. Simonian.
Exhibit (99)(iv) Tektronix, Inc. and Inet Technologies, Inc. press release
dated June 29, 2004.