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) October 4, 1999
VIVID TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-28946 04-3054475
(Commission File Number) (I.R.S. Employer Identification No.)
10E Commerce Way, Woburn, MA 01801
(Address of Principal Executive Offices) (Zip Code)
(781) 938-7800
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On October 4, 1999, Vivid Technologies, Inc. ("Vivid") and
EG&G, Inc. ("EG&G") entered into an Agreement and Plan of Merger
(the "Merger Agreement"), for EG&G to acquire Vivid. Under the
Merger Agreement, Vivid will become a wholly owned subsidiary of
EG&G through the merger of a wholly owned acquisition subsidiary
of EG&G into Vivid, with Vivid being the corporation surviving
the merger (the "Merger").
In connection with the Merger and subject to those
limitations described below, EG&G has agreed to issue a fixed
ratio of 0.1613 shares of EG&G common stock in exchange for each
share of Vivid common stock, or one share of EG&G common stock in
exchange for each 6.2 shares of Vivid common stock. Based upon
recent trading prices of the EG&G common stock, the price for
each Vivid share was valued at $6.25. As of October 4, 1999,
Vivid had 10,050,316 shares outstanding. The Merger is intended
to qualify as a tax free reorganization pursuant to which the
shareholders of Vivid will not recognize gain or loss on their
receipt of EG&G shares.
If the market value, defined below, of EG&G's common stock
is greater than $46.49 (which corresponds to $7.50 per Vivid
share), EG&G has the right to notify Vivid that EG&G desires to
terminate the Merger Agreement. Upon receipt of that notice,
Vivid may either accept the termination or agree to adjust the
exchange ratio to a value of $7.50 per Vivid share based upon the
then market value of EG&G's common stock. Conversely, if the
market value of EG&G's common stock is less than $30.99 (which
corresponds to $5.00 per Vivid share), Vivid has the right to
notify EG&G that Vivid desires to terminate the Merger Agreement.
Upon receipt of that notice, EG&G may either accept the
termination or agree to adjust the exchange ratio to a value of
$5.00 per Vivid share based upon the then market value of EG&G
common stock.
For purposes of the foregoing calculations, the market value
of the EG&G common stock will be the weighted average selling
prices of the EG&G common stock as reported by the New York Stock
Exchange for the five consecutive trading days ending on the
third trading day prior to the date of the Vivid shareholder
meeting called to consider and act upon the proposed Merger, so
long as the Merger is consummated within five business days of
the meeting. If the Merger is consummated more than five
business days after the meeting, the market value of EG&G's
common stock will be equal to the weighted average selling prices
of the EG&G common stock for the five consecutive trading days
ending on the date of the Merger.
In addition to the foregoing, the consummation of the Merger
is subject to certain conditions, including approval by the
stockholders of Vivid. Pursuant to the Merger Agreement, Vivid
and EG&G have agreed to prepare and file a proxy
statement/prospectus to be mailed to Vivid stockholders in
connection with a meeting of the stockholders of Vivid called to
vote on the Merger. In addition to stockholder approval, the
Merger is subject to the receipt of all necessary regulatory
approvals, including approvals pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and other
customary closing conditions.
Simultaneously with the execution of the Merger Agreement,
Vivid has granted EG&G the option to purchase up to 2,000,012
shares (approximately 19.9%) of its common stock for a cash
purchase price of $6.25 per share. This Option Agreement is only
exercisable in certain circumstances where Vivid has received
proposals for an alternative transaction.
Stockholders of Vivid holding a total of 1,303,000 shares,
consisting of S. David Ellenbogen and Jay A. Stein (both officers
and directors of Vivid) and trusts created by them, have agreed
to vote their Vivid shares in favor of the Merger, have granted
EG&G a proxy to so vote their shares, and have granted EG&G an
option to purchase their Vivid shares for $6.25 per share in
certain circumstances where the Merger does not take place and
Vivid enters into an alternative transaction.
In connection with the proposed Merger, Vivid has amended
its Rights Agreement, dated as of October 13, 1998, (a) to
exclude EG&G's acquisition of Vivid stock in connection with the
Merger Agreement and the related options and proxies from the
definition of "Acquiring Person" and (b) to cause the Rights
Agreement to expire immediately prior to the consummation of the
Merger.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
4.01 Amendment No. 1 to Rights Agreement, dated as of
October 4, 1999.
99.01 Press Release dated October 5, 1999.
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.
VIVID TECHNOLOGIES, INC.
Date: October 8, 1999 By: /s/ William J. Frain
William J. Frain
Chief Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Description
4.01 Amendment No. 1 to Rights Agreement, dated as
of October 4, 1999.
99.01 Press Release dated October 5, 1999.
VIVID TECHNOLOGIES, INC.
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 (this "Agreement"), dated as of October
4, 1999, to the Rights Agreement dated as of October 13, 1998
(the "Rights Agreement"), between Vivid Technologies, Inc., a
Delaware corporation (the "Company"), and American Stock Transfer
& Trust Company, a New York trust company.
RECITALS
WHEREAS, the board of directors of the Company has approved
a certain agreement and plan of merger (the "Merger Agreement")
by and among the Company, EG&G, Inc., a Massachusetts corporation
("EG&G"), and Vivid Acquisition Corp., a Delaware corporation and
a direct, wholly owned subsidiary of EG&G (the "Merger Sub")
(EG&G and the Merger Sub are collectively referred to herein as
the "Prospective Buyer") at a meeting of the board of directors
of the Company held on October 4, 1999 (the "October Meeting"),
pursuant to which the Company and the Prospective Buyer intend
that either the Merger Sub will merge with and into the Company
or the Company will merge with and into EG&G (the "Merger"), and
the stockholders of the Company will become stockholders of EG&G.
WHEREAS, upon the effectiveness of the Merger, either EG&G,
Merger Sub, or the Prospective Buyer will acquire more than 15%
of the outstanding shares of the Company's Common Stock, $.01 par
value per share (the "Company's Common Stock").
WHEREAS, the acquisition of more than 15% of the outstanding
shares of the Company's Common Stock would result in the
acquiring entity or entities being deemed to be an "Acquiring
Person" under the Rights Agreement, which would trigger certain
events pursuant to the terms of the Rights Agreement.
WHEREAS, at the October Meeting the board of directors of
the Company determined that it is in the best interest of the
Company to amend the Rights Agreement prior to the Company
entering into the Merger Agreement so that EG&G, the Merger Sub,
and the Prospective Buyer will not become Acquiring Persons under
the Rights Agreement.
WHEREAS, capitalized terms used but not otherwise defined in
this Amendment No. 1 shall have the meanings given them in the
Rights Agreement.
NOW, THEREFORE, in consideration of the promises and
agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment of first subparagraph of Section 1. The
first subparagraph of Section 1, definition of "Acquiring
Person," is hereby amended and restated so that such subparagraph
reads in its entirety as follows:
"Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 15% or more of
the Common Shares of the Company then outstanding, but
shall not include (i) the Company, (ii) any Subsidiary
of the Company, (iii) any employee benefit plan of the
Company or any Subsidiary of the Company,(iv) any
entity holding Common Shares for or pursuant to the
terms of any such employee benefit plan, or (v) S.
David Ellenbogen or Jay A. Stein, or any members of
their immediate family or any of their Affiliates or
Associates, or (vi) EG&G, Inc., a Massachusetts
corporation ("EG&G"), and Venice Merger Corp., Inc., a
Delaware corporation and a direct, wholly owned
subsidiary of EG&G (the "Merger Sub"), taken as a whole
(EG&G and the Merger Sub are collectively referred to
herein as the "Prospective Buyer"), if and only if the
Prospective Buyer shall become the Beneficial Owner of
15% or more of the Common Shares of the Company then
outstanding as a result of the execution of the
Agreement and Plan of Merger authorized and approved by
the Board of Directors of the Company at the meeting of
the Board of Directors held on October 4, 1999, as it
may be amended from time to time (the "Merger
Agreement"), or the consummation of the transactions
contemplated thereby, and/or any options to purchase or
proxies to vote Common Shares of the Company granted by
the Company or any stockholder of the Company to the
Prospective Buyer in connection with the Merger
Agreement or any agreements or arrangements entered
into by the Company and the Prospective Buyer in
connection therewith. Notwithstanding the foregoing,
(1) no Person shall become an "Acquiring Person" as the
result of an acquisition of Common Shares by the
Company which, by reducing the number of shares
outstanding, increases the proportionate number of
shares beneficially owned by such Person to 15% or more
of the Common Shares of the Company then outstanding;
provided, however, that if a Person shall so become the
Beneficial Owner of 15% or more of the Common Shares of
the Company then outstanding by reason of an
acquisition of Common Shares by the Company and shall,
after such share purchases by the Company, become the
Beneficial Owner of an additional 1% of the outstanding
Common Shares of the Company, then such Person shall be
deemed to be an "Acquiring Person"; (2) if the Board of
Directors of the Company determines in good faith that
a Person who would otherwise be an "Acquiring Person,"
as defined pursuant to the foregoing provisions of this
paragraph, has become such inadvertently, and such
Person divests as promptly as practicable a sufficient
number of Common Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to
the foregoing provisions of this paragraph, then such
Person shall not be deemed to have become an "Acquiring
Person" for any purposes of this Agreement; and (3) an
underwriter or underwriters which become the Beneficial
Owner of 15% or more of the Common Shares of the
Corporation then outstanding in connection with an
underwritten offering with a view to the distribution
of such Common Shares shall not become an "Acquiring
Person" hereunder."
2. Amendment of twelfth subparagraph of Section 1. The
twelfth subparagraph of Section 1, definition of "Final
Expiration Date," is hereby amended and restated so that such
subparagraph reads in its entirety as follows:
"Final Expiration Date" shall mean the earlier of (i)
the point in time immediately prior to the Effective
Time (as defined in the Merger Agreement) and (ii)
October 13, 2008.
3. Reaffirmation of Rights Agreement. Except as
specifically amended by this Amendment No. 1, the Rights
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed as of the date first above
written.
VIVID TECHNOLOGIES, INC.
By: /s/ William J. Frain
William J. Frain, Treasurer and Chief
Financial Officer
AMERICAN STOCK TRANSFER AND
TRUST COMPANY
By: /s/ Herbert J. Lemmer
Name: Herbert J. Lemmer
Title: Vice President
FOR IMMEDIATE RELEASE
5 October 1999
EG&G ENTERS AGREEMENT TO ACQUIRE VIVID TECHNOLOGIES, INC.
Wellesley and Woburn, Massachusetts.EG&G, Inc. (NYSE: EGG) and
Vivid Technologies, Inc. (Nasdaq: VVID) today announced that they
have entered into an agreement for EG&G to acquire Vivid, a
leading supplier of automated explosive detection systems used in
airports and high-security facilities around the world. The
transaction will take the form of a stock merger in which
shareholders of Vivid will receive one share of EG&G common stock
for each 6.2 shares of Vivid common stock. At current prices
this transaction would be valued at approximately $62.5M, or
$6.25 per share, representing $42.5M for the business and the
$20M cash on Vivid's balance sheet.
"Vivid brings excellent, multi-view X-ray technology, providing
opportunities in advanced explosive detection systems and the
emerging non-destructive testing market. In addition, Vivid is
well positioned in Europe, and will expand our maintenance and
service revenue base," noted Bob Rosenthal, president of EG&G
Instruments, which includes the Astrophysics security systems
business. "Our plan to consolidate Vivid with Astrophysics will
generate significant cost synergies, and we expect the
acquisition will be slightly accretive in the first year," said
Mr. Rosenthal.
EG&G, Inc. offers a broad array of products to the airport and
public building security market from walk-thru detection systems,
to X-ray systems which inspect carry-on articles, to large cargo
inspection systems.
David Ellenbogen, chairman and CEO of Vivid Technologies, Inc.,
said, "We believe that partnering with EG&G will provide Vivid
with the resources to accelerate the development and placement of
advanced detection systems. This merger represents an
opportunity for Vivid shareholders to share in new growth
opportunities which are now possible with our combined base of
capabilities."
The transaction, which has been approved by the boards of
directors of both companies, is subject to the approval of
Vivid's shareholders, regulatory approval, and other customary
closing conditions, as well as provisions relating to
fluctuations in the market price of EG&G's common stock. Closing
is expected in the first quarter of 2000.
- more -
EG&G, Inc./Vivid Technologies, Inc.
Page 2
EG&G, Inc., a $1.6 billion global technology company based in
Wellesley, Massachusetts, provides products and systems to the
medical, pharmaceutical, telecommunications, semiconductor,
aerospace, photographic and other markets. Additional information
is available at www.egginc.com .On October 26th, 1999 EG&G, Inc.
will change its name to PerkinElmer, Inc. (NYSE:PKI).
Vivid Technologies Inc. is a leading developer, manufacturer and
marketer of automated explosives detection systems that detect
plastic and other explosives in airline baggage, hand baggage and
parcels. Vivid's systems, which were first deployed at European
airports in 1993, have demonstrated reliable, effective
detection, low cost of ownership and the ability to withstand the
rigors of daily airport operations.
Vivid's systems have been selected for use in 21 countries
including at 43 airports such as London's Heathrow and Gatwick
Airports, Paris' Charles de Gaulle and Orly Airports, Zurich,
King Khalid International Airport in the Kingdom of Saudi Arabia,
New Athens International Airport, Kuala Lumpur International
Airport in Malaysia, Hong Kong International Airport at Chek Lap
Kok and Terminal One at JFK International Airport.
Factors Affecting Future Performance
This press release contains "forward-looking" statements,
including statements about the expected consummation of EG&G's
acquisition of Vivid, the future benefits EG&G expects to derive
as a result of this acquisition, the effect of the acquisition on
EG&G's future earnings, and the benefits Vivid and its
shareholders will realize from the merger. For this purpose, any
statements contained in this press release that are not
statements of historical fact may be deemed to be forward-looking
statements. Words such as "believes," "anticipates," "plans,"
"expects," "will," and similar expressions are intended to
identify forward-looking statements. There are a number of
important factors that could cause the results of EG&G to differ
materially from those indicated by these forward-looking
statements. These factors include, without limitation, the risk
that the acquisition may not be consummated, EG&G's success in
integrating Vivid into its own operations, the risk that
anticipated benefits of the acquisition may not occur or may be
delayed or reduced in their realization, and the factors set
forth under "Forward-looking Information and Factors Affecting
Future Performance" in the EG&G's Annual Report on Form 10-K for
the year ended January 3, 1999 filed with the Securities and
Exchange Commission, which factors are expressly incorporated by
reference in this press release.
Other risks specific to Vivid and its operations are included
under "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Risk Factors" in Vivid's
Form 10-K for its fiscal year ended September 30, 1998.
For more information contact: Diane J. Basile, EG&G, Inc.
VP, Investor Relations and
Corporate Communications
Tel: (781) 431-4306
Bill Frain, Vivid Technologies
CFO or
Dean Ridlon, Vivid Technologies
Investor Relations Manager
Tel: (781) 938-7800
