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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1 to 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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We have previously reported the merger of Pharaoh Acquisition Corp. with and
into CR Technology, Inc. whereby CR Technology became a wholly owned
subsidiary of Photon Dynamics, Inc. on Form 8-K dated November 30, 1999. This
amendment to the November 30, 1999 8-K contains the information required by
Item 7 of Form 8-K.
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
The required financial statements with respect to the acquired
business referred to in Item 2 of this Report are incorporated by
reference to such financial statements as filed with the Securities and
Exchange Commission (the "SEC") by PDI in the Registration Statement
on Form S-4 (Registration No. 333-88407) on October 27, 1999.
(b) Pro Forma Financial Information
The required pro forma financial information with respect to the
acquired business referred to in Item 2 of this report is incorporated
by reference to such pro forma financial information as filed by PDI
in the Registration Statement.
(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
(*) Previously filed.
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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: January 14, 2000 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
JANUARY 14, 2000
