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 27, 1996
ELECTROSTAR, INC.
(Exact Name of Registrant as Specified in Charter)
Florida 0-27392 65-0539991
(State or Other Juris- (Commission (IRS Employer
diction of Incorpora- File Number) Identification No.)
tion)
710 North 600 West, Logan, Utah 84321
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (801) 753-
4700
(Former name, if changed since last report)
ITEM 5. OTHER EVENTS
Tender Offer and Merger. On November 27, 1996, ElectroStar,
Inc. (the "Company"), T3 Acquisition Corp. ("Purchaser"), a wholly-
owned subsidiary of Tyco International Ltd. ("Tyco"), and Tyco
entered into an Agreement and Plan of Merger (the "Merger
Agreement") in accordance with the terms and subject to the
conditions of which (i) Tyco has caused the Purchaser to commence
a tender offer (the "Offer") for all outstanding shares of Common
Stock, par value $.01 per share, of the Company (the "Shares"), at
a price of $14.00 per Share net to the seller in cash, and (ii) the
Purchaser will be merged with and into the Company (the "Merger")
and upon the Merger the remaining outstanding Shares will be
converted into the right to receive $14.00 per Share. Upon the
consummation of the Offer and the Merger, the Company will become
a wholly owned subsidiary of Tyco.
Pursuant to the Merger Agreement, the Purchaser commenced the
Offer on December 5, 1996. The Offer is scheduled to expire at
12:00 midnight, New York City time, on January 3, 1997 unless the
Offer is extended. The Merger Agreement requires the Company to use
all reasonable efforts to cause the Purchaser's designees to be
elected to the Board of Directors under the circumstances described
therein.
Shareholder Agreement. Simultaneously with the execution of
the Merger Agreement, Trivest Fund I, Ltd., Trivest Equity Partners
I, Ltd., LAC Partners, Heller Financial, Inc. Kenton K. Alder, John
Mayer and F.G. Lindsay Burton, (collectively, the "Shareholders")
entered into a Shareholder Agreement with Tyco and Purchaser (the
"Shareholder Agreement"). Upon the terms and subject to the
conditions of the Shareholder Agreement, the Shareholders have
severally agreed to validly tender and not to withdraw pursuant to
and in accordance with the terms of the Offer the approximately 61%
of the outstanding Shares owned beneficially by them.
Subject to the right of certain Shareholders to make
charitable gifts of up to 74,000 Shares, each of the Shareholders
has agreed not to: (i) transfer (which term includes, without
limitation, any sale, gift, pledge or other disposition), consent
to any transfer, or enter into any contract, option or other
arrangement with respect to the transfer of, Shares subject to the
Shareholder Agreement owned by such Shareholder; (ii) grant any
proxy, power-of-attorney or other authorization or consent in or
with respect to such Shares; (iii) deposit any such Shares into a
voting trust or enter into a voting agreement or arrangement with
respect to any such Shares; or (iv) take any other action that
would in any way restrict, limit or interfere with the performance
of its obligations under the Shareholder Agreement or the
transactions contemplated thereby. Each of the Shareholders has
also agreed not to solicit, initiate or encourage the submission of
any acquisition proposal and not to take certain other actions with
respect to any acquisition proposal.
Under the Shareholder Agreement each Shareholder has granted
an irrevocable proxy with respect to the Shares subject to the
Shareholder Agreement to Tyco to vote such Shares against (i) any
merger agreement or merger (other than the Merger Agreement and the
Merger), consolidation, combination, sale of substantial assets,
reorganization, joint venture, recapitalization, dissolution,
liquidation or winding up of or by the Company, and (ii) any
amendment of the Company's Articles of Incorporation or bylaws or
other proposal or transaction (including any consent solicitation
to remove or elect any directors of the Company) involving the
Company or any of its subsidiaries, which amendment or other
proposal or transaction would in any manner impede, frustrate,
prevent or nullify, or result in a breach of any covenant,
representation or warranty or any other obligation or agreement of
the Company under or with respect to, the Offer, the Merger, the
Merger Agreement or any of the other transactions contemplated by
the Merger Agreement.
The following exhibits to this Current Report are incorporated
herein by reference: (1) the Company's Schedule 14D-9 filed on
December 5, 1996 relating to the transactions described herein, (2)
the Company's Information Statement filed on December 5, 1996
relating to the transactions described herein, (3) the Merger
Agreement, (4) the Shareholders Agreement, and (5) the press
release issued by the Company and Tyco on December 29, 1996.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) EXHIBITS
The following exhibits are incorporated by reference
in this Current Report on Form 8-K:
[CAPTION]
<TABLE>
<S> <C>
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of November 27, 1996,
among Tyco, the Purchaser and the Company, incorporated by
reference to Exhibit (c)(1) to the Registrant's Schedule 14D-9
filed on December 5, 1996.
2.2 Shareholder Agreement, dated as of November 27, 1996, among
Tyco, the Purchaser and the Shareholders identified therein,
incorporated by reference to Exhibit (c)(5) to the
Registrant's Schedule 14D-9 filed on December 5, 1996.
2.3 The Registrant's Schedule 14D-9 filed on December 5, 1996.
2.4 The Registrant's Information Statement filed on December 5,
1996.
99 Press release issued by the Company and Tyco on November 29,
1996, incorporated by reference to Exhibit (a)(3) to the
Registrant's Schedule 14D-9 filed on December 5, 1996.
</TABLE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ELECTROSTAR, INC.
Dated: December 12, 1996 By: /s/F.G. Lindsay Burton, Jr.
F.G. Lindsay Burton, Jr.
Vice President and
Chief Financial Officer
