SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 1997
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IMATION CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 1-14310 41-1838504
(State or other Jurisdiction) (Commission File Number) (IRS Employer
Identification No.)
1 IMATION PLACE
OAKDALE, MINNESOTA 55128
(Address of principal executive offices and zip code)
(612) 704-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On August 15, 1997, Imation Corp. (the "Registrant") acquired all of
the outstanding stock of Cemax-Icon, Inc. ("Cemax-Icon") through a merger of a
newly-created subsidiary of the Registrant with and into Cemax-Icon. Pursuant to
the Agreement and Plan of Merger dated as of May 13, 1997 (the "Merger
Agreement") entered into in connection with the merger, for each share of
Cemax-Icon common stock outstanding immediately prior to the time of the merger
the stockholders of Cemax-Icon received a cash payment of $5.25 and one right (a
"Contingent Payment Right") to receive contingent payments of up to $8.50 over a
two-year period in cash or shares of the Registrant's common stock, based on the
gross revenues of Cemax-Icon for the 24 months commencing July 1, 1997, net of
any amount to which the Registrant is entitled pursuant to the offset provisions
of the Merger Agreement. The maximum aggregate consideration payable by the
Registrant in connection with the merger, including the Contingent Payment
Rights, is $72,450,455 assuming such Contingent Payment Rights are paid in cash.
In addition, holders of options to purchase an aggregate 1,155,466 shares of
Cemax-Icon common stock outstanding at the time of the merger are entitled to
receive, upon exercise of such options, .481409 of a share of the Registrant's
common stock for each share of Cemax-Icon common stock underlying such options.
The acquisition was funded from available cash and from borrowings
under the Registrant's existing revolving credit facility with a syndicate of
banks.
Cemax-Icon, which is headquartered in Fremont, California, designs,
manufactures and markets medical image information systems which electronically
acquire, archive, distribute and display medical images throughout hospitals,
outpatient facilities and integrated delivery networks.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired:
Financial statements of the business acquired pursuant to the
merger (which is being accounted for under the purchase method
of accounting) will be filed by amendment to this Report
pursuant to the requirements of this item if the business
acquired is considered significant pursuant to Rule 3-05 of
Regulation S-X.
(b) Pro Forma Financial Information:
Pro forma financial information for the business acquired
pursuant to the merger (which is being accounted for under the
purchase method of accounting) will be filed by amendment to
this Report pursuant to the requirements of this item if the
business acquired is considered significant pursuant to Rule
3-05 of Regulation S-X.
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(c) Exhibits:
(2) Agreement and Plan of Merger, dated as of May 13, 1997 by
and among Imation Corp., Cemax-Icon, Inc., and CI Acquisition
Corp., as amended, including the Exhibits thereto
(incorporated by reference to Exhibit 2 to Amendment No. 2 to
the Registrant's Registration Statement on Form S-4, Reg. No.
333-28837. Pursuant to Item 601(b)(2) of Regulation S-K, upon
the request of the Commission, the Registrant undertakes to
furnish supplementally to the Commission a copy of any
exhibits or schedules omitted from the filing.
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 hereunto duly authorized.
IMATION CORP.
Date: August 26, 1997 By: /s/ Jill D. Burchill
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Jill D. Burchill
Chief Financial Officer
