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Previous: LEISUREPLANET HOLDINGS LTD, NT 10-K, 2000-09-29 |
Next: TREX MEDICAL CORP, 8-K, EX-2.1, 2000-09-29 |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
September 15, 2000
----------------------------------------------------
TREX MEDICAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-11827 06-1439626
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
37 Apple Ridge Road
Danbury, Connecticut 06810
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (781) 622-1000
<PAGE>
FORM 8-K
TREX MEDICAL CORPORATION
Item 2. Disposition of Assets
---------------------
On September 15, 2000, Trex Medical Systems Corporation (the "Seller"),
a wholly-owned subsidiary of Trex Medical Corporation (the "Company"), sold
substantially all of the assets and certain of the liabilities of its medical
imaging businesses (the "Medical Imaging Business"), which includes all of the
Seller's U.S.-based operations, to Hologic, Inc. (the "Buyer") for $55,000,000,
subject to adjustment as described below. The purchase price consists of
$30,000,000 in cash and $25,000,000 in a three-year secured note with interest
at 11.5%. The note is secured by a mortgage on the Buyer's principal office in
Bedford, Massachusetts as well as the Seller's facility in Danbury, Connecticut
acquired by the Buyer.
The Asset Purchase and Sale Agreement provides that within 45 days of
the closing date of the sale, the Seller will provide an unaudited Statement of
Net Working Capital for the Medical Imaging Business as of the closing date. If
the Net Working Capital, as defined, is more than $23,537,000, the purchase
price will be increased in an amount equal to the excess. Alternatively, if the
Net Working Capital is less than $23,537,000, the purchase price will be reduced
by an amount equal to the deficit.
The assets sold in the transaction include the real estate owned or
leased by the Medical Imaging Business, its equipment, furniture and fixtures,
inventory, contracts, accounts receivable, patents, trademarks, and other
proprietary rights. The Buyer assumed all operating liabilities of the Medical
Imaging Business. Excluded from the liabilities assumed by the Buyer were any
liabilities that might arise from the ongoing litigation between the Seller and
Fischer Imaging Corporation as well as any liabilities for a patent dispute
between the Seller and IBM.
The terms of this transaction were determined as a result of arm's
length negotiations between representatives of the Buyer and Seller.
2
<PAGE>
FORM 8-K
TREX MEDICAL CORPORATION
Item 7. Financial Statements, Pro Forma Condensed Financial Information and
Exhibits
(a) Financial Statements
Not applicable.
(b) Pro Forma Condensed Financial Statements
The following unaudited pro forma consolidated condensed statements of
operations set forth the results of operations for the fiscal year ended October
2, 1999, and the nine months ended July 1, 2000, as if the disposition by the
Company of the Medical Imaging Business had occurred at the beginning of fiscal
1999. The unaudited pro forma consolidated condensed balance sheet sets forth
the financial position as of July 1, 2000, as if the disposition had occurred as
of that date.
The pro forma results of operations are not necessarily indicative of
future operations or the actual results that would have occurred had the sale of
the Medical Imaging Business been consummated at the beginning of fiscal 1999.
These statements should be read in conjunction with the accompanying notes
herein and the historical consolidated financial statements and related notes of
the Company included in its Annual Report on Form 10-K, as amended, for the
fiscal year ended October 2, 1999, and Quarterly Report on Form 10-Q for the
nine months ended July 1, 2000.
3
<PAGE>
FORM 8-K
TREX MEDICAL CORPORATION
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
Fiscal Year Ended October 2, 1999
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Less:
Medical
Trex Imaging
Medical Business Pro Forma
-------- -------- ---------
(In thousands except per share amounts)
Revenues $241,604 $173,738 $ 67,866
-------- -------- --------
Costs and Operating Expenses:
Cost of revenues 169,852 131,737 38,115
Selling, general, and administrative expenses 69,162 43,347 25,815
Research and development expenses 32,391 25,770 6,621
Restructuring costs 9,890 9,292 598
-------- -------- --------
281,295 210,146 71,149
-------- -------- --------
Operating Loss (39,691) (36,408) (3,283)
Interest Income 562 - 562
Interest Expense (549) - (549)
Other Expense (231) - (231)
-------- -------- --------
Loss Before Income Taxes and Minority Interest (39,909) (36,408) (3,501)
Income Tax Benefit (Expense) 11,978 12,128 (150)
Minority Interest Expense (138) - (138)
-------- -------- --------
Net Loss $(28,069) $(24,280) $ (3,789)
======== ======== ========
Basic and Diluted Loss per Share $ (.87) $ (.12)
======== ========
Basic and Diluted Weighted Average Shares 32,316 32,316
======== ========
4
<PAGE>
FORM 8-K
TREX MEDICAL CORPORATION
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
Nine Months Ended July 1, 2000
(Unaudited)
Less:
Medical
Trex Imaging
Medical Business Pro Forma
--------- --------- ---------
(In thousands except per share amounts)
Revenues $ 130,258 $ 87,082 $ 43,176
--------- --------- ---------
Costs and Operating Expenses:
Cost of revenues 114,581 89,517 25,064
Selling, general, and administrative expenses 42,597 24,711 17,886
Research and development expenses 11,205 9,997 1,208
Restructuring costs and unusual items, net 71,140 55,887 15,253
--------- --------- ---------
239,523 180,112 59,411
--------- --------- ---------
Operating Loss (109,265) (93,030) (16,235)
Interest Income 334 - 334
Interest Expense (282) - (282)
Other Income, Net 22 - 22
--------- --------- ---------
Loss Before Income Taxes and Minority Interest (109,191) (93,030) (16,161)
Income Tax Provision (4,390) (3,847) (543)
Minority Interest Expense (265) - (265)
--------- --------- ---------
Net Loss $(113,846) $ (96,877) $ (16,969)
========= ========= =========
Basic and Diluted Loss per Share $ (3.56) $ (.53)
========= =========
Basic and Diluted Weighted Average Shares 31,972 31,972
========= =========
</TABLE>
5
<PAGE>
FORM 8-K
TREX MEDICAL CORPORATION
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
As of July 1, 2000
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Less:
Medical
Trex Imaging Pro Forma
Medical Business Adjustments Pro Forma
-------- -------- ----------- ---------
(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents $ 6,818 $ - $ 30,000 $ 36,818
Advance to affiliate 9,623 - - 9,623
Accounts receivable, net 41,641 28,931 - 12,710
Inventories 31,743 23,160 - 8,583
Deferred tax asset 4,761 - - 4,761
Other current assets 1,477 897 - 580
-------- -------- -------- ---------
96,063 52,988 30,000 73,075
-------- -------- -------- ---------
Property, Plant, and Equipment, at
Cost, Net 9,060 6,985 - 2,075
-------- -------- -------- ---------
Other Assets 575 - 25,000 25,575
-------- -------- -------- ---------
Cost in Excess of Net Assets of
Acquired Companies 42,006 30,006 - 12,000
-------- -------- -------- ---------
$147,704 $ 89,979 $ 55,000 $ 112,725
======== ======== ======== =========
6
<PAGE>
FORM 8-K
TREX MEDICAL CORPORATION
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET (continued)
As of July 1, 2000
(Unaudited)
Less:
Medical
Trex Imaging Pro Forma
Medical Business Adjustments Pro Forma
-------- -------- ----------- ---------
(In thousands)
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Accounts payable $ 18,962 $ 12,748 $ - $ 6,214
4.2% Subordinated convertible note,
due to parent company 8,000 - - 8,000
Current maturities of long-term
obligations 76 - - 76
Accrued payroll and employee benefits 4,487 2,142 - 2,345
Accrued warranty costs 5,555 3,825 - 1,730
Customer deposits 2,658 839 - 1,819
Accrued commissions 4,218 3,828 - 390
Accrued restructuring costs 3,429 - - 3,429
Other accrued liabilities 12,230 6,069 6,500 12,661
Due to affiliated companies 1,834 - - 1,834
-------- -------- --------- --------
61,449 29,451 6,500 38,498
-------- -------- --------- --------
Long-term Obligations 159 - - 159
-------- -------- --------- --------
Minority Interest 451 - - 451
-------- -------- --------- --------
Shareholders' Investment:
Common stock 341 - - 341
Capital in excess of par value 212,971 - - 212,971
Accumulated deficit (99,693) - (12,028) (111,721)
Treasury stock at cost (21,880) - - (21,880)
Deferred compensation (215) - - (215)
Accumulated other comprehensive items (5,879) - - (5,879)
Parent company investment - 60,528 60,528 -
-------- -------- --------- --------
85,645 60,528 48,500 73,617
-------- -------- --------- --------
$147,704 $ 89,979 $ 55,000 $112,725
======== ======== ========= ========
</TABLE>
7
<PAGE>
FORM 8-K
TREX MEDICAL CORPORATION
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Pro Forma Adjustments to Pro Forma Consolidated Condensed Balance Sheet
(In thousands)
<TABLE>
<CAPTION>
<S> <C>
July 1, 2000
--------------
Debit (Credit)
Cash and Cash Equivalents
Cash received for sale of Medical Imaging Business $ 30,000
--------
Other Assets
Note receivable for sale of Medical Imaging Business $ 25,000
--------
Other Accrued Liabilities
Estimated accrued transaction costs, including retention bonuses, severance,
selling costs, legal fees, and other
costs $ (6,500)
--------
Shareholders' Investment
Elimination of the Medical Imaging Business equity account
and excess of parent company investment in the Medical
Imaging Business over net proceeds from sale $(48,500)
--------
8
<PAGE>
FORM 8-K
TREX MEDICAL CORPORATION
Item 7. Financial Statements, Pro Forma Condensed Financial Information and
Exhibits (continued)
(c) Exhibits
2.1 Asset Purchase and Sale Agreement by and among Trex Medical Systems
Corporation (as Seller), Trex Medical Corporation, ThermoTrex
Corporation, and Thermo Electron Corporation (as Parents), and
Hologic, Inc. (as Buyer), dated as of August 13, 2000.
2.2 Amendment No. 1 to Asset Purchase and Sale Agreement dated as of
August 13, 2000.
9
<PAGE>
FORM 8-K
TREX MEDICAL CORPORATION
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 thereunto duly authorized, on this 29th day of September 2000.
TREX MEDICAL CORPORATION
--------------------------------------------
/s/ Theo Melas-Kyriazi
Theo Melas-Kyriazi
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
</TABLE>
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