-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jd5CHrm51dgCQnjJ6/a3ad0y95JRlqSwnYZzGPHoOIub7y3mfFnOsfE4OvhZVi7+ 1OFISHUST+9Q5EnDIMx6FA== 0000940180-99-001325.txt : 19991110 0000940180-99-001325.hdr.sgml : 19991110 ACCESSION NUMBER: 0000940180-99-001325 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991101 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNATECH CORP CENTRAL INDEX KEY: 0000030841 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 042258582 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-07438 FILM NUMBER: 99744544 BUSINESS ADDRESS: STREET 1: 3 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803-5087 BUSINESS PHONE: 6172726100 MAIL ADDRESS: STREET 1: 3 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803-5087 8-K 1 FORM 8-K 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): November 1, 1999 Dynatech Corporation (Exact name of registrant as specified in its charter) Delaware 1-12657 04-2258582 (State or other jurisdiction (Commission File No.) (IRS Employee of incorporation) Identification No.)
3 New England Executive Park, Burlington, Massachusetts 01803 (Address of principal executive offices) (Zip code) Registrant's telephone no., including area code: (781) 272-6100 TOTAL NUMBER OF PAGES: 5 Item 2. Acquisition and Disposition of Assets. ------------------------------------- (a) Pursuant to an Agreement and Plan of Merger, dated September 7, 1999 (the "Merger Agreement"), among Applied Digital Access, Inc., a Delaware corporation ("Target"), Dynatech Corporation, a Delaware corporation (the "Registrant"), and Dynatech Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of the Registrant ("Purchaser"), Purchaser commenced a tender offer (the "Offer") on September 14, 1999, for all the outstanding shares of common stock, par value $.001 per share, of Target (the "Shares") at a price of $5.37 per share, net to the sellers in cash, without interest (the "Offer Price"). The Offer was made pursuant to the Offer to Purchase, dated September 14, 1999, and the related Letter of Transmittal of Purchaser and the Registrant. The Offer expired at 12:00 midnight, New York City time, on November 1, 1999. A total of 12,253,640 Shares, or approximately 91% of the outstanding Shares, were tendered pursuant to the Offer. Following expiration of the Offer, Purchaser accepted for payment, and paid for, all validly tendered Shares resulting in a change in control of Target. The consummation of the Offer and acceptance of payment by Purchaser of the Shares validly tendered pursuant thereto was announced in a press release of the Registrant, dated November 2, 1999. A copy of such press release is attached hereto and incorporated herein by reference. Pursuant to Section 253 of the Delaware General Corporation Law (the "DGCL"), Purchaser was merged (the "Merger") with and into Target, effective on November 8, 1999, when Purchaser filed a Certificate of Ownership and Merger with the Secretary of State of Delaware. Under the DGCL, no action was required by the stockholders of Target, other than Purchaser through its Board of Directors, for the Merger to become effective. As a result of the Merger (i) Target became a wholly owned subsidiary of Dynatech LLC, a Delaware limited liability company and wholly owned subsidiary of the Registrant and (ii) each Share issued and outstanding (other than Shares held by Purchaser or any other direct or indirect subsidiary of the Registrant or subject to appraisal rights under Delaware law) was converted into the right to receive $5.37 net per share in cash, without any interest (the "Merger Consideration"). The Merger was announced in a press release of the Registrant, dated November 8, 1999, a copy of which is attached hereto and incorporated herein by reference. The total amount of funds required by Purchaser to consummate the Offer and the Merger and to pay fees and expenses related thereto is estimated by Purchaser to be approximately $80 million. According to Purchaser, the funds used to pay the Offer Price were advanced, and the funds to be used to pay the Merger Consideration will be advanced, to Purchaser by the Registrant from existing credit facilities described in the Offer to Purchase. 2 Item 7. Financial Statements and Exhibits. --------------------------------- (a)-(b) The financial statements required by this item will be filed by the Registrant on or before January 15, 2000, as permitted by this item. (c) Exhibits: 2.1 Agreement and Plan of Merger, dated September 7, 1999, between Target, the Registrant and Purchaser (previously filed on September 14, 1999, with the Securities and Exchange Commission as an exhibit to the combined Schedule 14D-1 and Schedule 13D of Purchaser and the Registrant and incorporated herein by reference). 99.1 Press Release of the Registrant, dated November 2, 1999 (previously filed on November 2, 1999 as an exhibit to Amendment No. 3 to the combined Schedule 14D-1 and Schedule 13D of Purchaser and the Registrant and incorporated herein by reference). 99.2 Press Release of the Registrant, dated November 8, 1999. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be singed on its behalf by the undersigned thereunto duly authorized. DYNATECH CORPORATION (Registrant) Date: November ___, 1999 _______________________________________ Name: Mark V.B. Tremallo Title: Corporate Vice President, General Counsel and Secretary 4 EXHIBIT INDEX Exhibit Description ------- ----------- 2.1 Agreement and Plan of Merger, dated September 7, 1999, between Target, the Registrant and Purchaser (previously filed on September 14, 1999, with the Securities and Exchange Commission as an exhibit to the combined Schedule 14D-1 and Schedule 13D of Purchaser and the Registrant and incorporated herein by reference). 99.1 Press Release of the Registrant, dated November 2, 1999 (previously filed on November 2, 1999 as an exhibit to Amendment No. 3 to the combined Schedule 14D-1 and Schedule 13D of Purchaser and the Registrant and incorporated herein by reference). 99.2 Press Release of the Registrant, dated November 8, 1999. 5
EX-99.2 2 PRESS RELEASE OF THE REGISTRANT DATED 11/8/1999 Exhibit 99.2 Dynatech Corporation Completes Acquisition of Applied Digital Access Burlington, Mass.--Nov. 8, 1999--Dynatech Corporation (OTC-BB:DYNA) and TTC, a unit of Dynatech, announced today the completion of its previously announced merger with Applied Digital Access, Inc. (NASDAQ:ADAX). Dynatech had acquired approximately 91% of ADA's outstanding common stock in a cash tender offer which expired on November 1, 1999. The merger was completed according to the short- form merger provisions of the Delaware General Corporation Law. In the merger, each share of ADA not held by Dynatech or its affiliates (other than shares as to which appraisal rights are perfected) was converted into the right to receive $5.37 in cash, the same per-share price paid in the tender offer. As a result of the merger, ADA has become an indirect wholly-owned subsidiary of Dynatech, and ADA's products will be integrated under the TTC brand. Dynatech Corporation (OTC-BB:DYNA) is a global communications equipment company focused on network technology solutions. Its products address communications test, industrial computing and communications, and visual communications applications. Headquartered in Burlington, Massachusetts, Dynatech sells its products worldwide through subsidiaries located throughout the Americas, Europe and Asia. NOTE: This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the company's current judgment on certain issues. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Important factors that could cause actual results to differ materially are described in the company's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission.
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