-----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, LF7xB/HtXhkMrPBI1DwSjc+gZPw7GrJPrvLJxwrYe8wgJJ5Agg06OOrrlSiXrSbm MSbPF0vxEA88t+TKqS9ahA== 0000950135-99-003819.txt : 19990809 0000950135-99-003819.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950135-99-003819 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990805 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSTRON CORP CENTRAL INDEX KEY: 0000050716 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 042057203 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05641 FILM NUMBER: 99679982 BUSINESS ADDRESS: STREET 1: 100 ROYALL ST CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 7818282500 MAIL ADDRESS: STREET 1: 100 ROYALL STREET CITY: CANTON STATE: MA ZIP: 02021 8-K 1 INSTRON CORPORATION 1 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): AUGUST 5, 1999 INSTRON CORPORATION (Exact Name of Registrant as Specified in its Charter) MASSACHUSETTS 001-05641 04-2057203 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 100 ROYALL STREET, CANTON, MASSACHUSETTS 02021 (Address of Principal Executive Offices and Zip Code) Registrant's telephone number, including area code: (781) 828-2500 2 ITEM 5. OTHER EVENTS. On August 5, 1999, Instron Corporation (the "Company"), Kirtland Capital Partners III L.P. ("Kirtland") and ISN Acquisition Corporation ("MergerCo") entered into Amendment No. 1 ("Amendment No. 1") to the Agreement and Plan of Merger dated as of May 6, 1999 by and among the Company, Kirtland and MergerCo (the "Merger Agreement"), pursuant to which the parties agreed to certain modifications to the Merger Agreement. The Merger Agreement, as amended, permits the closing of the transaction to occur in September 1999 rather than in the latter part of August as originally contemplated by the parties. In addition, pursuant to Amendment No. 1, the parties agreed, among other things, that Kirtland will pay the Company $2,000,000 if the Merger Agreement is terminated because a material adverse change in the Company's business occurs subsequent to August 24, 1999 if all other closing conditions are satisfied. Kirtland also agreed to pay the Company $1,000,000 if the Merger Agreement and is terminated because Kirtland's lenders are unable to provide the financing necessary for it to consummate the transaction as a result of a material adverse change in the financial markets occurring subsequent to August 24, 1999 and if all other closing conditions are satisfied. The foregoing summary of Amendment No. 1 is qualified in its entirety by reference to Amendment No. 1 which is attached hereto as Exhibit 2.1 and is incorporated herein by reference, and the press release issued by the Company and Kirtland in connection with the execution of Amendment No. 1 which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. The following exhibits are provided in accordance with the provisions of Item 601 of Regulation S-K and are filed herewith unless otherwise noted. EXHIBIT INDEX *2.1 Amendment No. 1 dated as of August 5, 1999 by and among the Company, MergerCo, and Kirtland to the Merger Agreement dated as of May 6, 1999 by and among the Company, MergerCo and Kirtland 99.1 Press Release dated August 6, 1999 *The exhibit thereto has been omitted but copies thereof will be furnished supplementally to the Commission upon request. 2 3 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: August 6, 1999 INSTRON CORPORATION By: /s/ Linton A. Moulding ---------------------------- Linton A. Moulding Chief Financial Officer 3 EX-2.1 2 AMENDED AGREEMENT & PLAN OF MERGER 1 EXHIBIT 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 ("Amendment No. 1") to the Agreement and Plan of Merger (the "Merger Agreement") dated as of May 6, 1999 by and among Kirtland Capital Partners III L.P., an Ohio limited partnership ("Parent"), ISN Acquisition Corporation, a Massachusetts corporation and a wholly owned subsidiary of Parent ("MergerCo"), and Instron Corporation, a Massachusetts corporation (the "Company"), is made as of August 5, 1999 by and among Parent, MergerCo and the Company. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement. RECITALS WHEREAS, the parties desire to amend the Merger Agreement in certain respects, subject to the terms, conditions, covenants and agreements set forth herein; and WHEREAS, the respective Boards of Directors of MergerCo and the Company have approved this Amendment No. 1 in accordance with Section 9.3 of the Merger Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Section 1.3 of the Merger Agreement is hereby amended and restated in its entirety as follows: "CLOSING. The closing of the Merger (the "CLOSING") shall occur as promptly as practicable after all of the conditions set forth in Article VIII shall have been satisfied or, if permissible, waived by the party entitled to the benefit of the same, and, subject to the foregoing, shall take place at such time and on a date to be specified by MergerCo (the "CLOSING DATE"); PROVIDED, HOWEVER, that, assuming the prior satisfaction or, if permissible, waiver, of all of the conditions set forth in Article VIII, in no event shall the Closing occur later than September 30, 1999. The Closing shall take place at the offices of Jones, Day, Reavis & Pogue, 901 Lakeside Avenue, Cleveland, Ohio 44114, unless another place is agreed to by the parties hereto." 2. Section 8.2(a) of the Merger Agreement is hereby amended and restated in its A-1 2 entirety as follows: "REPRESENTATIONS AND WARRANTIES. Those representations and warranties of the Company set forth in this Agreement which are qualified by materiality or a Company Material Adverse Effect or words of similar effect shall be true and correct as of the date of this Agreement and as of August 24, 1999 as though made on and as of August 24, 1999 (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be true and correct as of such date), and those representations and warranties of the Company set forth in this Agreement which are not so qualified shall be true and correct in all material respects as of the date of this Agreement and as of August 24, 1999 as though made on and as of August 24, 1999 (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date). Notwithstanding the foregoing, the representations and warranties of the Company set forth in Section 5.3 shall be true and correct on the date of this Agreement and as of August 24, 1999 as though made on and as of August 24, 1999 (except to the extent such representations and warranties expressly relate to a specific date, in which case such representations and warranties shall be true and correct as of such date)." 3. Section 8.2(l) of the Merger Agreement is hereby amended and restated in its entirety as follows: "OFFICER'S CERTIFICATES. The Company shall have furnished MergerCo with a certificate dated as of August 24, 1999 signed on its behalf by an executive officer to the effect that the conditions set forth in Section 8.2(a) and Section 8.2(e) have been satisfied (a "SECTION 8.2 CERTIFICATE"). The Company also shall have furnished MergerCo with a certificate dated as of the Closing Date signed on its behalf by an executive officer to the effect that the conditions set forth in Sections 8.1 and 8.2, other than those set forth in Section 8.2(a), have been satisfied." 4. Section 9.2 of the Merger Agreement is hereby amended by adding the following subsection (e): "(e) Parent shall pay the Company an amount in cash equal to $2,000,000 if (A) there shall have occurred subsequent to August 24, 1999 any material adverse change in the business, assets, condition (financial or otherwise) or results of operations of the Company and the Company Subsidiaries taken as a A-2 3 whole or any event or other circumstance which would, individually or in the aggregate, reasonably be expected to result in any such material adverse change (a "Material Adverse Change"), (B) this Agreement is terminated by the parties in accordance with Section 9.1(a) or by one of the parties in accordance with Section 9.1(b)(iii), (C) all of the conditions set forth in Section 8.1 and 8.2, other than those set forth in Section 8.2(e) and Section 8.2(f), have been satisfied, or, if permissible, waived by the party entitled to the benefit thereof, and (D) the Company shall have furnished to MergerCo the Section 8.2 Certificate." 5. Section 9.2 of the Merger Agreement is hereby amended by adding the following subsection (f): "(f) Parent shall pay the Company an amount in cash equal to $1,000,000 if (A) Parent shall have delivered to the Company a Parent Financing Notice subsequent to August 24, 1999, (B) this Agreement is terminated either (x) by the parties in accordance with Section 9.1(a) or by one of the parties in accordance with Section 9.1(b)(iii), (y) by the Company in accordance with Section 9.1(c)(iii) or (z) by MergerCo in accordance with Section 9.1(d)(iii), and (C) all of the conditions set forth in Section 8.1 and 8.2, other than those set forth in Section 8.2(e) and Section 8.2(f), have been satisfied, or, if permissible, waived by the party entitled to the benefit thereof." 6. Section 9.2 of the Merger Agreement is hereby amended by adding the following subsection (g): "(g) Any payments to be made by Parent under Sections 9.2(e) and 9.2(f) hereof shall be payable by Parent to the Company by wire transfer of immediately available funds within three (3) business days after the date of termination to an account designated by the Company. If Parent shall become obligated to make more than one of the payments under Section 9.2(e) and Section 9.2(f), Parent shall pay to the Company the amount set forth in Section 9.2(f), but only if Parent shall have delivered to the Company a Parent Financing Notice prior to the occurrence of a Material Adverse Change; otherwise, Parent shall pay to the Company the amount set forth in Section 9.2(e)." 7. Parent and MergerCo each hereby waives any claim it has or may have against the Company resulting from or with respect to (i) the originally scheduled date of August 20, 1999 of the Special Meeting and the mailing by the Company of the Proxy Statement to its stockholders on July 23, 1999, or any actions taken by the Company in connection therewith, A-3 4 or (ii) the agreement by the parties herein contained to reschedule the Special Meeting to September 3, 1999 and to extend the anticipated Closing Date to not later than September 30, 1999. 8. The Company hereby waives any claim it has or may have against Parent or MergerCo resulting from or with respect to (i) the originally scheduled date of August 20, 1999 of the Special Meeting and the mailing by the Company of the Proxy Statement to its stockholders on July 23, 1999, or any actions taken by Parent and MergerCo in connection therewith, or (ii) the agreement by the parties herein contained to reschedule the Special Meeting to September 3, 1999 and to extend the anticipated Closing Date to not later than September 30, 1999. 9. Parent and MergerCo acknowledge and agree that, from and after delivery by the Company to MergerCo of the Section 8.2 Certificate, the condition to MergerCo's obligation to effect the Merger set forth in Section 8.2(a) of the Merger Agreement shall be deemed to be satisfied and MergerCo shall no longer have any right to terminate the Merger Agreement under Section 9.1(d)(i) thereof for breaches by the Company of any of the representations or warranties made by the Company therein. 10. Section 9.1(d)(i) of the Merger Agreement is hereby amended and restated in its entirety as follows: "if, prior to the delivery by the Company to MergerCo of the Section 8.2 Certificate, the Company shall have breached in any respect any of its representations, warranties or covenants contained in this Agreement, which breach cannot be or has not been cured within fifteen (15) days after the giving of written notice to the Company except, in any case, for breaches of such representations and warranties which are not reasonably likely to result in a Company Material Adverse Effect;" 11. Section 9.1(d) of the Merger Agreement is hereby amended by adding the following subsection (iv): "if, subsequent to the delivery by the Company to MergerCo of the Section 8.2 Certificate, the Company shall have breached in any respect any of its covenants contained in this Agreement, which breach cannot be or has not been cured within fifteen (15) days after the giving of written notice to the Company;" 12. MergerCo and Parent each hereby expressly acknowledges and agrees that as of the date hereof there has not occurred any material disruption or material adverse change in the banking, financial or capital markets generally or in the market for senior credit facilities or A-4 5 for new issuances of high yield securities which has caused either of the Lenders to withdraw its commitment to provide financing as contemplated by the Financing Letters. 13. Pursuant to Section 7.1(a)(i) of the Merger Agreement, Parent and the Company hereby agree that the date of the Special Meeting shall be rescheduled to September 3, 1999, and that the Company shall mail supplemental proxy materials to its stockholders concerning such rescheduled Special Meeting date substantially in the form attached hereto as EXHIBIT A. The Company shall give MergerCo and its counsel the opportunity to review such supplemental proxy materials prior to their being filed with the SEC. 14. Except as expressly provided herein, the Merger Agreement shall remain in full force and effect. A-5 6 IN WITNESS WHEREOF, Parent, MergerCo and the Company have caused this Amendment No. 1 to be executed as of the date first written above by their respective officers thereunto duly authorized. KIRTLAND CAPITAL PARTNERS III L.P. By: Kirtland Partners Ltd., its General Partner By: /s/ Raymond A. Lancaster -------------------------------- Name: Raymond A. Lancaster Title: Executive Vice President ISN ACQUISITION CORPORATION By: /s/ Raymond A. Lancaster -------------------------------- Name: Raymond A. Lancaster Title: President By: /s/ Thomas N. Littman -------------------------------- Name: Thomas N. Littman Title: Treasurer INSTRON CORPORATION By: /s/ James M. McConnell -------------------------------- Name: James M. McConnell Title: President By: /s/ John R. Barrett -------------------------------- Name: John R. Barrett Title: Treasurer A-6 EX-99.1 3 PRESS RELEASE 1 EXHIBIT 99.1 [INSTRON LOGO] FOR IMMEDIATE RELEASE INSTRON ANNOUNCES CHANGE IN DATE OF STOCKHOLDER'S SPECIAL MEETING AND REPORTS INCREASED SECOND QUARTER EARNINGS CANTON, MA - AUGUST 6, 1999 -- Instron Corporation (ISN:ASE) today announced that, as a result of recent market conditions, Instron and Kirtland Capital Partners III L.P. have agreed to certain amendments to the previously announced merger agreement. These amendments permit the closing of the transaction to occur in September rather than in the latter part of August as originally contemplated by the parties. In addition, pursuant to the amendments, the parties agreed that Kirtland will make certain payments to Instron in the event that the merger agreement is terminated under certain circumstances. In connection with the amendments and to give stockholders of Instron additional time to review the proxy materials that Instron has provided to them, Instron has rescheduled the Special Meeting of Stockholders, at which stockholders are being asked to approve the transaction, to Friday, September 3, 1999, at 10:00 a.m., local time, at the Hilton Dedham Place, 25 Allied Drive, Dedham, Massachusetts 02026. Stockholders who have questions, need copies of the proxy materials or need help in voting their shares are asked to contact our proxy solicitor, MacKenzie Partners, Inc., at 1-800-322-2885 or collect at 212-929-5500. Instron Corporation today reported quarterly revenues and earnings for the second quarter of 1999. Net revenues for the quarter ended July 3, 1999 were $52,260,000 compared with $37,761,000 for the second quarter of 1998, an increase of 38.4% due 2 primarily to the acquisition of Satec and the remaining interest of IST. Net income increased by 3.1% to $1,863,000 or 26 cents per diluted share compared with $1,807,000 or 25 cents per diluted share in 1998. For the first half of 1999, net revenues totaled $101,005,000 compared with $71,630,000 for the same period in 1998, a 41.0% increase due primarily to the inclusion of Satec and IST. Income before income taxes for the first half of 1999 was $5,573,000 compared to adjusted income before income taxes of $4,972,000 for the first half of 1998. The adjusted income before income taxes for the first half of 1998 represents, as reported, income before income taxes of $11,073,000 adjusted for the effect of a gain of $11,076,000 from the sale of excess land and excluding a special items charge of $4,975,000 for the cost of consolidating European operations and the write down in value of non-performing assets. Net income for the first half of 1999 was $3,456,000 or 49 cents per diluted share which compares to adjusted net income of $3,083,000 or 43 cents per diluted share for the first half of 1998. The adjusted net income for the first half of 1998 represents reported net income of $5,718,000 or 80 cents per diluted share excluding the net gain on the sale of excess land which increased net income by $6,867,000 or 97 cents per diluted share and the net loss of $4,232,000 or 60 cents per diluted share due to the special items charge. Bookings for the second quarter of 1999 were $52.6 million compared to $35.0 million for the same period last year, and for the first six months of 1999 bookings were $94.6 million, up 37% from the same period last year due primarily to the inclusion of Satec and IST. James M. McConnell, President & Chief Executive Officer, discussing the results stated, "I am pleased with the continued increase in earnings even though margins were depressed due to higher than expected costs on several large, technically complex contracts for IST. Our core bookings performance in the second quarter was particularly encouraging which, excluding IST and Satec, was up by nearly 11%. We are also 3 encouraged by indications that activity in our Asian markets is increasing. I remain optimistic about Instron's future." Certain statements contained in this earnings release are "forward looking" statements within the meaning of the federal securities laws and are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. No assurances can be given that actual results will not differ materially from those projected in the forward-looking statements contained in this release. Certain factors that might cause such a difference include: the fluctuations in interest rates, the stability of financial markets, the level of bookings worldwide for Instron, Satec and IST, particularly in Asia; the success of the automobile industry which is the major purchaser of IST products; the operating results and profitability of Satec and IST; the impact of fluctuations in exchange rates and the uncertainties of operating in a global economy, including fluctuations in the economic conditions of the foreign and domestic markets served by the Company which can affect the demand for its products and services; the Company's ability to successfully integrate the products and operations of Satec; the impact of Year 2000 issues; the Company's ability to identify and successfully consummate strategic acquisitions; and the pendency of the proposed merger with Kirtland. 4 INSTRON CORPORATION CONSOLIDATED OPERATING RESULTS (Unaudited)
QUARTER ENDED --------------------------------------- JULY 3, 1999 JUNE 27, 1998 Net Revenue $ 52,260,000 $ 37,761,000 Cost of Revenue 32,619,000 22,027,000 Selling & Administration 14,128,000 11,014,000 Research & Development 2,593,000 1,718,000 Other (Income) Expense (84,000) 88,000 --------------------------------------- Income before Income Taxes 3,004,000 2,914,000 Provision for Income Taxes 1,141,000 1,107,000 --------------------------------------- Net Income 1,863,000 1,807,000 Net Earnings Per Diluted Share $ 0.26 $ 0.25 Weighted number of diluted common shares 7,146,262 7,151,451
Instron Corporation, listed on the American Stock Exchange (ASE:ISN), is a leading producer of instruments and systems for advanced materials testing. CONTACT: Linton A. Moulding, Chief Financial Officer Telephone: (781) 575-5374 E-mail: linton_moulding@instron.com Website: www.instron.com 5 INSTRON CORPORATION CONSOLIDATED OPERATING RESULTS (Unaudited) [CAPTION] SIX MONTHS ENDED ---------------------------------------- JULY 3, 1999 JUNE 27,1998 Revenue $ 101,005,000 $ 71,630,000 Cost of revenue 61,473,000 42,154,000 Selling and administrative expenses 28,617,000 21,075,000 Research & development expenses 5,301,000 3,167,000 Special items charge 0 4,975,000 Gain from sale of land 0 11,076,000 Other expenses 41 262,000 ---------------------------------------- Income before income taxes 5,573,000 11,073,000 Provision for income taxes 2,117,000 5,355,000 ---------------------------------------- Net income $ 3,456,000 $ 5,718,000 Net earnings per diluted share $ .49 $ 0.80 Weighted number of diluted common shares 7,111,576 7,105,816
SUPPLEMENTAL INFORMATION ------------------------
GAIN ON SALE OF LAND SPECIAL ITEMS CHARGE -------------------- -------------------- Effect on income before income tax $11,076,000 ($4,975,000) Income taxes 4,209,000 (743,000) ------------- -------------- Effect on net income $ 6,867,000 ($4,232,000) Effect on net earnings per diluted share $0.97 ($0.60)
ADJUSTED NET INCOME WITHOUT THE EFFECT OF THE GAIN ON SALE OF LAND AND THE SPECIAL ITEMS CHARGE Income before income taxes as reported $11,073,000 Less: Gain on sale of land 11,076,000 Add: Special items charge 4,975,000 ----------- Adjusted income before income taxes 4,972,000 Provision for income taxes 1,889,000 ----------- Adjusted net income $ 3,083,000 Adjusted net earnings per diluted share $0.43 -----END PRIVACY-ENHANCED MESSAGE-----