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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 30, 1999
PHOTON DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 3559 94-3007502
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
6325 San Ignacio Avenue, San Jose, California 95119-1202
(Address of principal executive offices of Registrant)
(408) 226-9900
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THIS CURRENT REPORT ON
FORM 8-K (THE "REPORT") CONTAINS FORWARD-LOOKING STATEMENTS THAT KNOWN AND
UNKNOWN INVOLVE RISKS AND UNCERTAINTIES. IN PARTICULAR, SEE THE SECTION ENTITLED
"RISK FACTORS" IN THE PROXY STATEMENT/PROSPECTUS FILED AS PART OF THE
REGISTRATION STATEMENT ON FORM S-4 (NO. 333-88407) DECLARED EFFECTIVE BY THE SEC
ON OCTOBER 27, 1999.
Pharaoh Acquisition Corp., a California corporation ("Merger Sub"), which was a
wholly owned subsidiary of Photon Dynamics, Inc., a California corporation
("PDI"), was merged with and into CR Technology, Inc.., a California corporation
("CRT"), pursuant to an Agreement and Plan of Merger and Reorganization, dated
as of August 10, 1999, among PDI, Merger Sub, and CRT (the "Agreement"). The
terms of the Agreement were determined through arms' length negotiations between
PDI and CRT.
The merger of Merger Sub with and into CRT (the "Merger") became effective at
the time of the filing of a Agreement of Merger with the California Secretary of
State on November 30, 1999 (the "Effective Time"). Approximately 99% of the
shares of CRT common stock ("CRT Common Stock"), and 100% of the shares of CRT
preferred stock ("CRT Preferred Stock"), outstanding and entitled to vote,
approved the Agreement and the Merger. Of the CRT Common Stock eligible to vote
on the Merger, none voted against the Agreement and the Merger and approximately
1% abstained. A majority of the shares of PDI common stock ("PDI Common Stock")
outstanding and entitled to vote, approved the issuance of shares of PDI Common
Stock in the Merger.
At the Effective Time: (i) Merger Sub ceased to exist; (ii) CRT, as the
surviving corporation in the Merger, became a wholly owned subsidiary of PDI;
and (iii) subject to the provisions of the Agreement relating to the payment of
cash in lieu of fractional shares, each share of CRT Common Stock outstanding
immediately prior to the Effective Time was converted into the right to receive
1.2033 shares of PDI Common Stock and each shares of CRT Preferred Stock
outstanding immediately prior to the Effective Time was converted into the right
to receive 1.2033 shares of PDI Common Stock and the holders of the CRT
Preferred Stock also received the right to their pro rata portion of an
aggregate of 125,490 shares of PDI Common Stock, which is equal to the CRT
Preferred Stockholders' liquidation preference under CRT's articles of
incorporation.
In addition, pursuant to the Agreement, at the Effective Time, all rights with
respect to CRT options then outstanding, were converted into and became rights
with respect to PDI Common Stock, and PDI assumed each such outstanding CRT
option in accordance with the terms of such option. By virtue of the assumption
by PDI of such CRT options, from and after the Effective Time: (i) each CRT
option assumed by PDI may be exercised solely for PDI Common Stock; (ii) the
number of shares of PDI Common Stock subject to each such CRT option is equal to
the number of shares of CRT Common Stock subject to such option immediately
prior to the Effective Time multiplied by 1.2033 rounded down to the nearest
whole share (with cash, less the applicable exercise price, being payable for
any fraction of a share); and (iii) the per share exercise price under each such
CRT option was adjusted by dividing the per share exercise price under such CRT
option by 1.2033 and rounding up the nearest cent to determine the exercise
price under such option with respect to the PDI Common Stock subject to such CRT
option.
The former stockholders of CRT are receiving approximately 1,834,500 shares of
PDI Common Stock pursuant to the Merger. In addition, shares of CRT options were
converted into and become rights with respect to approximately 125,500 shares of
PDI Common Stock. With respect to the CRT options, PDI assumed each such option
in accordance with the terms of the stock option plan under which it was issued
and the stock option agreement by which is it evidenced.
ITEM 5. PHOTON DYNAMICS, INC. CLOSES MERGER WITH CR TECHNOLOGY, INC.
On November 30, 1999 PDI closed its merger with CRT. A press release relating to
closing of the merger is attached hereto as Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements of the Business Acquired
(1) Pursuant to paragraph (a)(4) of Item 7 of Form 8-K, the
required financial statements with respect to the acquired business
referred to in Item 2 of this Report will be filed as practicable, but
not later than required by Item 7 of Form 8-K. It is impracticable for
Photon Dynamics, Inc. to currently provide the required financial
statements and pro forma financial information.
(b) Pro Forma Financial Information
(2) Pursuant to paragraph (a)(4) of Item 7 of Form 8-K, the
required pro forma financial information with respect to the acquired
business referred to in Item 2 of this report will be filed as soon as
practicable, but not later than required by Item 7 of Form 8-K. It is
impracticable for Photon Dynamics, Inc. to currently provide the
required financial statements and pro forma financial information.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization, dated as of
August 10, 1999, among Photon Dynamics, Inc., a California
Corporation, Pharaoh Acquisition Corp., a California Corporation,
and CR Technology, Inc., a California Corporation, (incorporated
reference to Exhibit 2.1 to Registration Statement on Form S-4
(333-88407) (filed with the Commission on October 27, 1999).
23.1 Consent of Cacciamatta Accountancy Corporation, Independent
Auditors (filed herewith)
99.1 Press Release dated December 1, 1999 (filed herewith)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHOTON DYNAMICS, INC.
Dated: December 14, 1999 By: /s/ RICHARD DISSLY
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Richard Dissly, Chief Financial Officer
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference of our report dated
May 7, 1999, relating to the financial statements of CR Technology, Inc. and
Subsidiary, included in the Registration Statement on Form S-4 (333-88407).
/S/ CACCIAMATTA ACCOUNTANCY CORPORATION
IRVINE, CA
DECEMBER 14, 1999
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EXHIBIT 99.1
AT PHOTON DYNAMICS:
Vincent Sollitto Richard Dissly Beth Popham
Chief Executive Officer Chief Financial Officer Marketing Communications
(408) 360-3069 (408) 360-3004 Manager
(408) 360-3103
AT THE FINANCIAL RELATIONS BOARD: AT CR TECHNOLOGY:
Ian Bailey (general information) Richard Amtower
Susan Katz (investors/analysts) President
(415) 986-1591 (949) 448-0443 x 106
PHOTON DYNAMICS FINALIZES ACQUISITION OF CR TECHNOLOGY
PHOTON DYNAMICS AND CRT SHAREHOLDERS APPROVE ACQUISITION
SAN JOSE, CA (DECEMBER 1, 1999) -- Photon Dynamics, Inc. (Nasdaq NM: PHTN) today
announced the closing of its acquisition of CR Technology, Inc. (CRT). The
acquisition was approved by both the shareholders of Photon Dynamics and CRT at
the end of November.
Photon Dynamics exchanged 1,960,000 shares of newly-issued common stock for all
outstanding capital stock and options of CRT, a leading manufacturer of x-ray
and optical inspection systems for semiconductor packaging and printed circuit
board (PCB) applications. On a pro forma basis the transaction was accretive in
Photon Dynamics' fiscal year 1999. Headquartered in Aliso Viejo, California, CRT
will operate as a wholly-owned subsidiary with a newly completed sales facility
at Photon Dynamics in San Jose, California.
"We believe that the acquisition of CRT will provide both companies a myriad of
benefits in the future," stated Photon Dynamics' Chief Executive Officer,
Vincent F. Sollitto. "First, Photon Dynamics and CRT intend to continue to build
a global, high-quality customer base of leading flat panel display (FPD)
manufacturers, original equipment manufacturers (OEM), and contract
manufacturing customers in North America and Asia, which meets our common goal
of achieving geographic diversity. Second, as the two companies continue to
develop their product lines, they intend to provide FPD manufacturers the
increased inspection capability needed to ensure defect-free bonding to glass
substrates. This will further support the move toward fully integrated
SYSTEMS-ON-GLASS by continuing to improve yield and reduce cost for
manufacturers," concluded Mr. Sollitto.
"CRT and Photon Dynamics have long standing reputations for producing superior
solutions for the FPD, PCB
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and semiconductor packaging test and inspection markets, "said Richard Amtower,
president of CR Technology. "The acquisition will marry these complementary
technologies to provide competitive, leading edge future products, increased
support and service capabilities for our customers on a global basis,"
concluded Mr. Amtower.
ABOUT PHOTON DYNAMICS
Photon Dynamics is a leading worldwide supplier of test, inspection, and repair
systems for the flat panel display industry. Founded in 1986, the Company
currently has approximately 100 employees with subsidiaries in Japan and Korea.
The Company has been issued 35 U.S. patents for flat panel display test and
inspection technologies and has six U.S. and foreign patent applications
pending. As the only company with systems addressing all key areas of flat panel
test, inspection, and repair, Photon Dynamics is positioned to provide the
complete solution for integrated yield and cost management systems for FPD
manufacturers around the world. http://www.photondynamics.com.
ABOUT CR TECHNOLOGY
CR Technology is a leading innovator of quality assurance and process control
vision and x-ray inspection systems for semiconductor and electronics
manufacturers. Founded in 1983, the company has approximately 50 employees
located in its Aliso Viejo headquarters, and a sales office in San Jose,
California to support its worldwide customer base. The company's products are
used to inspect electronic assemblies, semiconductor devices, Ball Grid Arrays
(BGA), and other advanced components with leadless packages. CR Technology
offers vision solutions that work by meeting market demands for faster
throughput and higher yields, with ease of use functionality combined with an
optimal inspection value. http://www.crtechnology.com.
SAFE HARBOR STATEMENT
To the extent that any of the statements contained herein are forward-looking,
such statements are based on current expectations that involve a number of
uncertainties and risks. Such uncertainties and risks include, but are not
limited to, growth in the FPD market, market acceptance of our products, the
development of new products, the enhancement of existing products, manufacturing
delays, dependence on principal customers, competitive pricing pressures,
product volume and mix, global economic conditions, and particularly, economic
conditions in Asia, dependence on international operations, availability of key
components, timing of orders received, fluctuations in foreign exchange rates,
and the introduction of competing products having technological and/or pricing
advantages. As a result, the Company's operating results may fluctuate,
especially when measured on a quarterly basis. For further information, refer to
the Company's 1999 Form 10-KSB as filed with the Securities and Exchange
Commission. Actual results may differ materially from such expectations.
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