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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 29, 2000
Date of earliest event reported: December 22, 2000
PHOTON DYNAMICS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
000-27234 94-3007502
(Commission File No.) (IRS Employer Identification No.)
6352 SAN IGNACIO AVENUE, SAN JOSE, CA 95119-1202
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 226-9900
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ITEM 5. OTHER EVENTS
Effective December 22, 2000, Photon Dynamics, Inc., a California
corporation ("Photon"), acquired through a wholly-owned subsidiary all of the
outstanding common shares of Image Processing Systems Inc., an Ontario
corporation ("IPS"), pursuant to a plan of arrangement (the "Arrangement") under
Ontario corporate law and an Acquisition Agreement for Plan of Arrangement (the
"Acquisition Agreement"), dated as of September 27, 2000, by and among Photon,
Photon Dynamics Nova Scotia Company, a Nova Scotia unlimited liability company
and wholly-owned subsidiary of Photon ("Nova Scotia Co") and IPS. The
Arrangement was approved by the holders of IPS common shares and by the Ontario
Superior Court of Justice on December 20, 2000. The description contained in
this Item 5 of the transactions consummated pursuant to the terms and conditions
of the Acquisition Agreement is qualified in its entirety by reference to the
full text of the Acquisition Agreement, a copy of which has been previously
filed with the Securities and Exchange Commission as part of Photon's
registration statement on Form S-3 (No. 333-49444).
The Arrangement provided for the acquisition of IPS by Photon in a
transaction in which each IPS common share held by an IPS shareholder was
exchanged for 0.0447 fully paid and non-assessable exchangeable shares of IPS
(the "Exchangeable Shares"). The Exchangeable Shares are exchangeable for Photon
common stock on a one-for-one basis at any time at the option of the holder.
Holders of Exchangeable Shares will be entitled to vote at meetings of
shareholders of Photon through a voting trust. Subject to applicable law and
certain redemption rights of Nova Scotia Co, IPS has the right to redeem all but
not less than all of the then outstanding Exchangeable Shares on December 22,
2005 (the "Redemption Date"). Upon redemption, all holders of outstanding
Exchangeable Shares will be entitled to receive one share of Photon common stock
for each Exchangeable Share they hold. In certain circumstances, the board of
directors of IPS may accelerate the Redemption Date. Pursuant to the Acquisition
Agreement, Photon assumed all outstanding options to acquire common shares of
IPS in accordance with the terms of such options and the terms and conditions of
the Acquisition Agreement. At the effective time of the Arrangement, by virtue
of the transfer of all of the outstanding common shares of IPS to Nova Scotia
Co, IPS became an indirectly wholly-owned subsidiary of Photon.
Pursuant to the terms of the Acquisition Agreement, Photon has filed a
registration statement on Form S-3 with respect to shares of its common stock to
be issued in exchange for the Exchangeable Shares. The Arrangement is expected
to be accounted for as a pooling-of-interests. A copy of the press release
announcing the consummation of the Arrangement is attached hereto as Exhibit
99.1. Due to the delay in obtaining a government approval, the closing date of
the Arrangement was on December 22, 2000 rather than December 20, 2000, as
stated in the attached press release.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
The following Exhibits are filed as part of this report:
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4.1 Certificate of Determination of Series A1 Preferred Stock of
Registrant
99.1 Press Release of Registrant dated December 20, 2000
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SIGNATURE
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, thereunto duly authorized.
PHOTON DYNAMICS, INC.
Dated: December 29, 2000 By: /s/ Richard L. Dissly
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Richard L. Dissly
Chief Financial Officer and Secretary
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INDEX TO EXHIBITS
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4.1 Certificate of Determination of Series A1 Preferred Stock of Registrant
99.1 Press Release of Registrant dated December 20, 2000
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