Filed Pursuant to Rules 424(b)(3) and
424(c) of the Securities Act of 1933
Registration No. 333-38371
Prospectus Supplement
Supplement to Prospectus
dated
April 30, 1998
as supplemented on May 19, 1998
METRIKA SYSTEMS CORPORATION
967,828 Shares of
Common Stock
This prospectus supplement relates to 967,828 shares of Common Stock, par
value $.01 per share, of Metrika Systems Corporation (the "Company").
This prospectus supplement is being filed to include the following
information as part of the Prospectus dated April 30, 1998, as supplemented on
May 19, 1998: (i) on August 6, 1998, the Company filed its Quarterly Report on
Form 10-Q for the fiscal quarter ended July 4, 1998, a copy of which is attached
hereto; and (ii) on August 12, 1998, Thermo Electron Corporation ("Thermo
Electron"), the Company's ultimate parent corporation, issued a press release, a
copy of which is attached hereto, regarding a proposed reorganization at Thermo
Electron involving certain of Thermo Electron's subsidiaries, including the
Company.
In the press release, Thermo Electron announced that the Company may be
merged with ONIX Systems Inc. ("ONIX"), a majority-owned, publicly traded
subsidiary of Thermo Instrument Systems Inc. ("Thermo Instrument"), a
majority-owned, publicly traded subsidiary of Thermo Electron, and with Thermo
Sentron Inc. ("Sentron"), a majority-owned, publicly traded subsidiary of
Thermedics Inc., which in turn is a majority-owned, publicly traded subsidiary
of Thermo Electron. The combined entity resulting from the merger of the
Company, ONIX and Sentron would be a majority-owned, publicly traded subsidiary
of Thermo Instrument. Shareholders of each of the Company, ONIX and Sentron
would receive shares of the common stock of the combined entity in exchange for
their shares of common stock of the Company, ONIX and Sentron, respectively. The
completion of this transaction is subject to numerous conditions, including the
establishment of prices and exchange ratios, confirmation of anticipated tax
consequences, approval by the directors of each of the Company, ONIX, Sentron,
Thermo Instrument and Thermedics, including the independent directors of such
companies, negotiation and execution of a definitive merger agreement, clearance
by the Securities and Exchange Commission of any necessary documents in
connection with the proposed transaction, approval by the directors of Thermo
Electron, and fairness opinions from one or more investment banking firms on
certain financial aspects of the transaction.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or by any other person. All information contained in this
Prospectus is as of the date of this Prospectus. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any security
other than the securities covered by this Prospectus, nor does it constitute an
offer to or solicitation of any person in any jurisdiction in which such offer
or solicitation may not be lawfully made. Neither the delivery of this
Prospectus nor any sale or distribution made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.
August 14, 1998
LG-3258
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------------------------
FORM 10-Q
(mark one)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarter Ended July 4, 1998.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number 1-13085
METRIKA SYSTEMS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 33-0733537
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5788 Pacific Center Boulevard
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.
Class Outstanding at July 31, 1998
Common Stock, $.01 par value 8,267,828
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
- -----------------------------
METRIKA SYSTEMS CORPORATION
Consolidated Balance Sheet
(Unaudited)
Assets
<TABLE>
<CAPTION>
<S> <C> <C>
July 4, January 3,
(In thousands) 1998 1998
- -------------------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents (includes $20,384
and $40,173 under repurchase agreement
with affiliated company) $ 44,951 $ 44,044
Available-for-sale investments, at quoted
market value (amortized cost of $6,172
and $6,231) 6,178 6,245
Accounts receivable, less allowances of
$1,003 and $671 11,796 17,377
Unbilled contract costs and fees 4,385 2,476
Inventories:
Raw materials and supplies 4,284 4,077
Work in process 2,784 2,416
Finished goods 819 652
Prepaid income taxes and other current assets 2,898 1,621
-------- --------
78,095 78,908
Property, Plant, and Equipment, at Cost 14,844 14,769
Less: Accumulated depreciation and amortization 4,830 4,396
-------- --------
10,014 10,373
Other Assets 632 727
-------- --------
Cost in Excess of Net Assets of Acquired Companies 12,758 12,944
-------- --------
$101,499 $102,952
======== ========
</TABLE>
<PAGE>
METRIKA SYSTEMS CORPORATION
Consolidated Balance Sheet (continued)
(Unaudited)
Liabilities and Shareholders' Investment
<TABLE>
<CAPTION>
<S> <C> <C>
July 4, January 3,
(In thousands except share amounts) 1998 1998
- -------------------------------------------------------------------------------------
Current Liabilities:
Notes payable and current maturities of
long-term obligation $ 5,693 $ 9,895
Accounts payable 2,629 2,308
Accrued payroll and employee benefits 2,297 2,322
Accrued income taxes 3,346 2,445
Customer deposits 1,997 3,576
Accrued installation and warranty costs 1,835 2,132
Other accrued expenses 3,908 4,071
Due to parent company and affiliated companies 4,163 4,184
-------- --------
25,868 30,933
Accrued Pension Costs 4,477 4,356
-------- --------
Long-term Obligation 3,513 3,858
-------- --------
Shareholders' Investment:
Common stock, $.01 par value, 25,000,000 shares
authorized; 8,267,828 shares issued and
outstanding 83 83
Capital in excess of par value 58,555 58,555
Retained earnings 9,606 6,157
Accumulated other comprehensive items (Note 3) (603) (990)
-------- --------
67,641 63,805
$101,499 $102,952
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
METRIKA SYSTEMS CORPORATION
Consolidated Statement of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
<S> <C> <C>
July 4, June 28,
(In thousands except per share amounts) 1998 1997
- -------------------------------------------------------------------------------------
Revenues $14,384 $14,133
------- -------
Costs and Operating Expenses:
Cost of revenues 7,728 7,629
Selling, general, and administrative expenses 3,313 3,419
Research and development expenses 629 1,053
------- -------
11,670 12,101
Operating Income 2,714 2,032
Interest Income 700 253
Interest Expense (104) (239)
------- -------
Income Before Provision for Income Taxes 3,310 2,046
Provision for Income Taxes 1,275 819
------- -------
Net Income $ 2,035 $ 1,227
======= =======
Basic and Diluted Earnings per Share (Note 2) $ .25 $ .20
======= =======
Weighted Average Shares (Note 2):
Basic 8,268 6,069
======= =======
Diluted 8,288 6,074
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
METRIKA SYSTEMS CORPORATION
Consolidated Statement of Income
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
<S> <C> <C>
July 4, June 28,
(In thousands except per share amounts) 1998 1997
- -------------------------------------------------------------------------------------
Revenues $29,096 $26,725
------- -------
Costs and Operating Expenses:
Cost of revenues 15,902 14,665
Selling, general, and administrative expenses 7,060 6,795
Research and development expenses 1,621 2,060
------- -------
24,583 23,520
Operating Income 4,513 3,205
Interest Income 1,391 473
Interest Expense (236) (440)
------- -------
Income Before Provision for Income Taxes 5,668 3,238
Provision for Income Taxes 2,219 1,296
------- -------
Net Income $ 3,449 $ 1,942
======= =======
Basic and Diluted Earnings per Share (Note 2) $ .42 $ .32
======= =======
Weighted Average Shares (Note 2):
Basic 8,268 6,018
======= =======
Diluted 8,278 6,021
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
METRIKA SYSTEMS CORPORATION
Consolidated Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
July 4, June 28,
<S> <C> <C>
(In thousands) 1998 1997
- -------------------------------------------------------------------------------------
Operating Activities:
Net income $ 3,449 $ 1,942
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 794 844
Provision for losses on accounts receivable 332 79
Other noncash items 197 165
Changes in current accounts, excluding the
effects of acquisition:
Accounts receivable 5,237 (111)
Inventories and unbilled contract
costs and fees (2,635) (3,426)
Other current assets (1,272) (152)
Accounts payable 322 373
Other current liabilities (1,154) 2,809
------- -------
Net cash provided by operating activities 5,270 2,523
------- -------
Investing Activities:
Acquisition, net of cash acquired - (1,347)
Purchases of property, plant, and equipment (202) (295)
Other 12 57
------- -------
Net cash used in investing activities (190) (1,585)
------- -------
Financing Activities:
Net proceeds from issuance of Company common stock - 32,527
Decrease in due to parent company and affiliated
companies (21) (6,033)
Increase (decrease) in short-term obligations (4,163) 3,720
Repayment of long-term obligation (330) (172)
------- -------
Net cash provided by (used in) financing activities (4,514) 30,042
------- -------
Exchange Rate Effect on Cash 341 629
------- -------
Increase in Cash and Cash Equivalents 907 31,609
Cash and Cash Equivalents at Beginning of Period 44,044 20,229
------- -------
Cash and Cash Equivalents at End of Period $44,951 $51,838
======= =======
Noncash Activities:
Fair value of assets of acquired company $ - $ 2,380
Cash paid for acquired company - (1,347)
------- -------
Liabilities assumed of acquired company $ - $ 1,033
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
METRIKA SYSTEMS CORPORATION
Notes to Consolidated Financial Statements
1. General
The interim consolidated financial statements presented have been prepared
by Metrika Systems Corporation (the Company) without audit and, in the opinion
of management, reflect all adjustments of a normal recurring nature necessary
for a fair statement of the financial position at July 4, 1998, the results of
operations for the three- and six-month periods ended July 4, 1998, and June 28,
1997, and the cash flows for the six-month periods ended July 4, 1998, and June
28, 1997. Interim results are not necessarily indicative of results for a full
year.
The consolidated balance sheet presented as of January 3, 1998, has been
derived from the consolidated financial statements that have been audited by the
Company's independent public accountants. The consolidated financial statements
and notes are presented as permitted by Form 10-Q and do not contain certain
information included in the annual financial statements and notes of the
Company. The consolidated financial statements and notes included herein should
be read in conjunction with the financial statements and notes included in the
Company's Annual Report on Form 10-K for the fiscal year ended January 3, 1998,
filed with the Securities and Exchange Commission.
2. Earnings per Share
Basic and diluted earnings per share were calculated as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
<S> <C> <C> <C> <C>
(In thousands except July 4, June 28, July 4, June 28,
per share amounts) 1998 1997 1998 1997
Basic
Net income $2,035 $1,227 $3,449 $1,942
------ ------ ------ ------
Weighted average shares 8,268 6,069 8,268 6,018
------ ------ ------ ------
Basic earnings per share $ .25 $ .20 $ .42 $ .32
====== ====== ====== ======
Diluted
Net income $2,035 $1,227 $3,449 $1,942
------ ------ ------ ------
Weighted average shares 8,268 6,069 8,268 6,018
Effect of stock options 20 5 10 3
------ ------ ------ ------
Weighted average shares,
as adjusted 8,288 6,074 8,278 6,021
------ ------ ------ ------
Diluted earnings per share $ .25 $ .20 $ .42 $ .32
====== ====== ====== ======
</TABLE>
<PAGE>
METRIKA SYSTEMS CORPORATION
3. Comprehensive Income
During the first quarter of 1998, the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income." This
pronouncement sets forth requirements for disclosure of the Company's
comprehensive income and accumulated other comprehensive items. In general,
comprehensive income combines net income and "other comprehensive items," which
represent certain amounts that are reported as components of shareholders'
investment in the accompanying balance sheet, including foreign currency
translation adjustments and unrealized, net of tax, gains and losses from
available-for-sale investments. During the second quarter of 1998 and 1997, the
Company's comprehensive income totaled $1,907,000 and $1,287,000, respectively.
During the first six months of 1998 and 1997, the Company's comprehensive income
totaled $3,836,000 and $3,015,000, respectively.
4. Subsequent Event
In July 1998, the Company acquired the stock of Honeywell-Measurex Data
Measurement Corporation (DMC), a wholly owned subsidiary of Honeywell-Measurex,
for approximately $29,000,000 in cash, subject to a post-closing adjustment. DMC
is a manufacturer of computerized, noncontact thickness, coating, and other
measurement systems for the worldwide web-processing industry. This acquisition
will be accounted for using the purchase method of accounting and its results
will be included with the Company's results from the date of acquisition.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Management's
Discussion and Analysis of Financial Condition and Results of Operations. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, the words "believes," "anticipates," "plans," "expects," "seeks,"
"estimates," and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause the results
of the Company to differ materially from those indicated by such forward-looking
statements, including those detailed under the heading "Forward-looking
Statements" in Exhibit 13 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 3, 1998, filed with the Securities and Exchange
Commission.
Overview
The Company develops, manufactures, and markets on-line process-
optimization systems that employ proprietary ultrahigh-speed advanced scientific
measurement technologies for applications in raw-materials analysis and
finished-materials quality control. The Company's on-line raw-materials analysis
business (raw-materials business) is a pioneer in the development of
process-optimization systems that provide real-time, nondestructive analysis of
the composition of raw materials in basic-
<PAGE>
METRIKA SYSTEMS CORPORATION
Overview (continued)
materials production processes, including coal, cement, and minerals. The
Company's on-line finished-materials quality-control business
(finished-materials business) manufactures advanced systems that are used to
measure and control parameters such as material thickness, coating thickness,
and coating weight in web-type materials, such as metal strip, rubber, and
plastic foils. Customers use these systems to improve product quality and
consistency, lower material costs, reduce energy consumption, and minimize
waste.
The Company intends to supplement its internal growth with strategic
acquisitions of complementary businesses. There can be no assurance that such
businesses will be available at prices attractive to the Company. In July 1998,
the Company acquired the stock of Honeywell-Measurex Data Measurement
Corporation (DMC), a wholly owned subsidiary of Honeywell- Measurex. DMC
manufactures computerized, noncontact thickness, coating, and other measurement
systems for the worldwide web-processing industry.
A significant portion of the Company's sales are of large systems, the
timing of which can lead to variability in the Company's quarterly revenues and
income. In addition, in 1997, approximately 51% of the Company's revenues
originated outside the U.S. and approximately 33% were exports from the U.S.
Sales originating outside the U.S. represent revenues of the Company's
finished-materials business, the operations of which are located in Germany, the
United Kingdom, and France, and principally sell in their local currencies.
Exports from the Company's U.S. operations are denominated in U.S. dollars.
The Company generally seeks to charge its customers in the same currency as its
operating costs. However, the Company's financial performance and competitive
position can be affected by currency exchange rate fluctuations. Since the
operations of the finished-materials business are conducted in Europe,
principally Germany, the Company's operating results could be adversely affected
by capital spending and economic conditions in Europe. The Company's strategy is
to expand its finished-materials business in geographic areas outside of Europe
with particular emphasis on North America, which in turn may reduce the
Company's exposure to European market conditions.
Results of Operations
Second Quarter 1998 Compared With Second Quarter 1997
Revenues increased to $14,384,000 in the second quarter of 1998 from
$14,133,000 in the second quarter of 1997. Revenues increased $346,000 at the
raw-materials business, primarily due to increased sales in the U.S. as a result
of new product introductions. This increase, together with slightly higher sales
at the finished-materials business, was offset in part by the unfavorable
effects of currency translation as a result of the strengthening of the U.S.
dollar relative to foreign currencies in countries in which the Company
operates, which decreased revenues by $234,000.
<PAGE>
METRIKA SYSTEMS CORPORATION
Second Quarter 1998 Compared With Second Quarter 1997 (continued)
The gross profit margin was 46% in the second quarter of 1998 and 1997. The
gross profit margin at the finished-materials business improved to 45.5% in 1998
from 44.4% in 1997, principally due to higher costs incurred in the 1997 period
relating to the introduction of new products, and an increase in higher-margin
sales in 1998 resulting from the introduction of such new products. The gross
profit margin at the raw-materials business decreased to 47% in 1998 from 48% in
1997, primarily as a result of costs incurred to relocate and integrate
Autometrics, acquired in December 1996.
Selling, general, and administrative expenses as a percentage of revenues
decreased to 23% in the second quarter of 1998 from 24% in the second quarter of
1997, primarily due to a slight reduction in corporate expenses. Research and
development expenses decreased to $629,000 in the second quarter of 1998 from
$1,053,000 in the second quarter of 1997, due primarily to the completion of
development of new products introduced in 1997.
Interest income increased to $700,000 in the second quarter of 1998 from
$253,000 in the second quarter of 1997, primarily due to interest earned on the
invested net proceeds from the Company's June 1997 initial public offering.
Interest expense decreased to $104,000 in the second quarter of 1998 from
$239,000 in the second quarter of 1997, principally due to a decrease in
short-term borrowings at foreign divisions, as well as a decrease in applicable
interest rates.
The effective tax rate was 39% and 40% in the second quarter of 1998 and
1997, respectively. The effective tax rates exceeded the statutory federal
income tax rate primarily due to the impact of state income taxes, nondeductible
amortization of cost in excess of net assets of acquired companies, and foreign
tax rate and tax law differences.
The Company is currently assessing the potential impact of the year 2000 on
the processing of date-sensitive information by the Company's computerized
information systems and on products sold as well as products purchased by the
Company. The Company believes that its internal information systems and current
products are either year 2000 compliant or will be so prior to the year 2000
without incurring material costs. There can be no assurance, however, that the
Company will not experience unexpected costs and delays in achieving year 2000
compliance for its internal information systems and current products, which
could result in a material adverse effect on the Company's future results of
operations.
The Company is presently assessing the effect that the year 2000 problem
may have on its previously sold products. The Company is also assessing whether
its key suppliers are adequately addressing this issue and the effect this might
have on the Company. The Company has not completed its analysis and is unable to
conclude at this time that the
<PAGE>
METRIKA SYSTEMS CORPORATION
Second Quarter 1998 Compared With Second Quarter 1997 (continued)
year 2000 problem as it relates to its previously sold products and products
purchased from key suppliers is not reasonably likely to have a material adverse
effect on the Company's future results of operations.
First Six Months 1998 Compared With First Six Months 1997
Revenues increased 9% to $29,096,000 in the first six months of 1998 from
$26,725,000 in the first six months of 1997. Revenues from the Company's
existing operations grew by 11%, excluding the effect of unfavorable foreign
currency translation. Revenues at the finished-materials business increased by
$1,976,000, principally due to an increase in demand as a result of new product
introductions. This increase was offset in part by the unfavorable effects of
currency translation as a result of the strengthening of the U.S. dollar
relative to foreign currencies in countries in which the Company operates, which
decreased revenues by $661,000. Revenues increased $1,056,000 at the
raw-materials business, primarily due to increased sales in the U.S.
The gross profit margin was 45% in the first six months of 1998 and 1997.
The gross profit margin at the finished-materials business improved to 43% in
1998 from 42% in 1997. The gross profit margin at the raw-materials business
decreased to 47% in 1998 from 48% in 1997. These changes occurred principally
for the reasons discussed in the results of operations for the second quarter.
Selling, general, and administrative expenses as a percentage of revenues
decreased to 24% in the first six months of 1998 from 25% in the first six
months of 1997, primarily due to increased revenues. Research and development
expenses decreased to $1,621,000 in the first six months of 1998 from $2,060,000
in the first six months of 1997, primarily due to the reason discussed in the
results of operations for the second quarter.
Interest income increased to $1,391,000 in the first six months of 1998
from $473,000 in the first six months of 1997. Interest expense decreased to
$236,000 in the first six months of 1998 from $440,000 in the first six months
of 1997. These changes occurred principally for the reasons discussed in the
results of operations for the second quarter.
The effective tax rate was 39% and 40% in the first six months of 1998 and
1997, respectively. The effective tax rates exceeded the statutory federal
income tax rate primarily due to the impact of state income taxes, nondeductible
amortization of cost in excess of net assets of acquired companies, and foreign
tax rate and tax law differences.
<PAGE>
METRIKA SYSTEMS CORPORATION
Liquidity and Capital Resources
Consolidated working capital was $52,227,000 at July 4, 1998, compared with
$47,975,000 at January 3, 1998. Included in working capital are cash, cash
equivalents, and available-for-sale investments of $51,129,000 at July 4, 1998,
compared with $50,289,000 at January 3, 1998.
During the first six months of 1998, $5,270,000 of cash was provided by
operating activities. Cash provided by the Company's operating results was
improved primarily by a $5,237,000 reduction in accounts receivable, offset in
part by a $2,635,000 increase in inventories and unbilled contract costs and
fees. The decrease in accounts receivable was principally due to the timing of
cash collections. The increase in inventories and unbilled contract costs and
fees resulted primarily from the timing of billing on percentage-of-completion
contracts.
During the first six months of 1998, $190,000 of cash was used for
investing activities consisting primarily of expenditures for the purchase of
property, plant, and equipment. In the remainder of 1998, the Company plans to
make capital expenditures of approximately $500,000.
In July 1998, the Company acquired the stock of DMC for approximately
$29,000,000 in cash (Note 4). The Company used internal funds to finance the
acquisition.
During the second quarter of 1998, $4,514,000 of cash was used for
financing activities, principally to fund a decrease in short-term borrowings.
Although the Company expects to have positive cash flow from its existing
operations, the Company may require significant amounts of cash for the
acquisition of complementary businesses. The Company expects that it will
finance any such acquisitions through a combination of internal funds and/or
short-term borrowings from Thermo Instrument Systems Inc. or Thermo Electron
Corporation, although it has no agreement with these companies to ensure that
funds will be available on acceptable terms, or at all. The Company believes
that its existing resources are sufficient to meet the capital requirements of
its existing businesses for the foreseeable future.
<PAGE>
METRIKA SYSTEMS CORPORATION
PART II - OTHER INFORMATION
Item 2 - Changes in Securities and Use of Proceeds
(d) Use of Proceeds
The Company sold 2,300,000 shares of common stock, par value $.01 per
share, pursuant to a Registration Statement on Form S-1 (File No. 333-25243),
which was declared effective by the Securities and Exchange Commission on June
18, 1997. The managing underwriters of the offering were Salomon Brothers, Inc.,
Lehman Brothers, Smith Barney Inc., and Cazenove & Co. The aggregate gross
proceeds of the offering were $35,650,000. The Company's total expenses in
connection with the offering were $3,122,000, of which $2,323,000 was for
underwriting discounts and commissions, $753,000 was for other expenses paid to
persons other than directors or officers of the Company, persons owning more
than 10 percent of any class of equity securities of the Company or affiliates
of the Company (collectively, Affiliates), and $46,000 was paid to Thermo
Electron for certain corporate services rendered in connection with the
offering. The Company's net proceeds from the offering were $32,528,000. As of
July 4, 1998, the Company had expended $581,000 of such net proceeds for the
purchase of property, plant, and equipment, $3,376,000 for research and
development expenses, and $9,115,000 for working capital. As of July 4, 1998,
the Company had expended an aggregate of $13,072,000 of such net proceeds. The
Company invested, from time to time, the balance of such net proceeds primarily
in investment grade interest- or dividend-bearing instruments. As of July 4,
1998, the remaining net proceeds of $19,456,000 were invested pursuant to a
repurchase agreement with Thermo Electron Corporation. As of July 4, 1998, the
Company had $51,129,000 of cash, cash equivalents, and available-for-sale
investments.
Item 4 - Submission of Matters to a Vote of Security Holders
On June 1, 1998, at the Annual Meeting of Shareholders, the shareholders
reelected seven incumbent directors to a one-year term expiring 1999. The
Directors elected at the meeting were: Mr. Joseph A. Baute, Mr. Willard R.
Becraft, Mr. Ernesto A. Corte, Mr. Denis A. Helm, Mr. Earl R. Lewis, Mr. John T.
Keiser, and Mr. Arvin H. Smith. Each director received 7,347,076 shares voted in
favor of his election and 48,650 shares voted against. No abstentions or broker
nonvotes were recorded on the election of directors.
At the Annual Meeting, the shareholders also approved a proposal to adopt
an employees' stock purchase plan and to reserve 50,000 shares of the Company's
common stock for issuance thereunder as follows: 6,814,556 shares voted in favor
of the proposal, 110,220 shares voted against, 23,400 shares abstained, and
447,550 broker nonvotes were recorded on the proposal.
In addition, at the Annual Meeting, the shareholders approved a proposal to
amend the Company's equity incentive plan to increase the shares available for
issuance thereunder by 500,000 shares as follows: 6,766,806 shares voted in
favor of the proposal, 146,570 shares voted against, 34,800 shares abstained,
and 447,550 broker nonvotes were recorded on the proposal.
<PAGE>
METRIKA SYSTEMS CORPORATION
Item 5 - Other Information
Pursuant to recent amendments to the rules relating to proxy statements
under the Securities Exchange Act of 1934, as amended (the Exchange Act),
shareholders of the Company are hereby notified that any shareholder proposal
not included in the Company's proxy materials for its 1999 Annual Meeting of
Shareholders (the Annual Meeting) in accordance with Rule 14a-8 under the
Exchange Act will be considered untimely for the purposes of Rules 14a-4 and
14a-5 under the Exchange Act if notice thereof is received by the Company after
March 15, 1999. Management proxies will be authorized to exercise discretionary
voting authority with respect to any shareholder proposal not included in the
Company's proxy materials for the Annual Meeting unless (a) the Company receives
notice of such proposal by March 15, 1999, and (b) the conditions set forth in
Rule 14a-4(c)(2)(i)-(iii) under the Exchange Act are met.
Item 6 - Exhibits
See Exhibit Index on the page immediately preceding exhibits.
<PAGE>
METRIKA SYSTEMS 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 as of the 6th day of August 1998.
METRIKA SYSTEMS CORPORATION
/s/ Paul F. Kelleher
Paul F. Kelleher
Chief Accounting Officer
/s/ John N. Hatsopoulos
John N. Hatsopoulos
Chief Financial Officer and
Senior Vice President
<PAGE>
METRIKA SYSTEMS CORPORATION
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
27 Financial Data Schedule.
<PAGE>
METRIKA SYSTEMS CORPORATION
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM METRIKA
SYSTEMS CORPORATION REPORT ON FORM 10-Q FOR THE PERIOD ENDED JULY 4, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
MULTIPLIER 1,000
PERIOD-TYPE 6-MOS
FISCAL-YEAR-END JAN-02-1999
PERIOD-END JUL-04-1998
CASH 44,951
SECURITIES 6,178
RECEIVABLES 12,799
ALLOWANCES 1,003
INVENTORY 7,887
CURRENT-ASSETS 78,095
PP&E 14,844
DEPRECIATION 4,830
TOTAL-ASSETS 101,499
CURRENT-LIABILITIES 25,868
BONDS 3,513
PREFERRED-MANDATORY 0
PREFERRED 0
COMMON 83
OTHER-SE 67,558
TOTAL-LIABILITY-AND-EQUITY 101,499
SALES 29,096
TOTAL-REVENUES 29,096
CGS 15,902
TOTAL-COSTS 15,902
OTHER-EXPENSES 1,621
LOSS-PROVISION 332
INTEREST-EXPENSE 236
INCOME-PRETAX 5,668
INCOME-TAX 2,219
INCOME-CONTINUING 3,449
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET-INCOME 3,449
EPS-PRIMARY 0.42
EPS-DILUTED 0.42
<PAGE>
Press Release dated August 12, 1998.
------------------------------------
THERMO ELECTRON PROPOSES CORPORATE REORGANIZATION
WALTHAM, Mass., August 12, 1998 -- Thermo Electron Corporation (NYSE-TMO) today
announced that its board of directors has authorized a proposed corporate
reorganization. The goals of the plan are to:
- Reduce the complexity of the company's corporate structure,
- Consolidate and strategically realign certain businesses to enhance
their competitive market positions and improve management
coordination, and
- Increase the liquidity in the public markets for stock of the
company's publicly traded subsidiaries by providing larger market
floats.
The proposed reorganization is expected to reduce the number of Thermo
Electron's majority-owned public subsidiaries from 23 to 15. The company expects
to promptly begin implementation of the reorganization, although it may take up
to two years to complete all aspects of the plan.
George N. Hatsopoulos, chairman of Thermo Electron, said, "We firmly
believe that spinouts continue to offer many advantages. The strategy is dynamic
- - allowing us to respond to changes in the marketplace and revamp those parts of
the structure that no longer meet our goals for a public subsidiary. In some
cases, the potential rewards for some of our companies have become out of line
with the risks. We will continue to closely monitor the performance of our
spinouts to assess their viability in the public markets. I wish to stress that
the benefits we anticipate from this reorganization are long term. We do not
anticipate any material benefits in the short term."
John N. Hatsopoulos, president and chief financial officer of Thermo
Electron, added, "Our number one goal for this plan is to simplify our company.
We also expect that larger, more closely aligned businesses will strengthen our
competitive positions. Larger size should create better liquidity for investors
by increasing the public float, and, we believe, keep in proper perspective some
of the problems experienced by our smaller subsidiaries."
The proposed corporate reorganization is best outlined in four general
categories:
1. Reorganization of biomedical businesses. The wholly owned biomedical group
of Thermo Electron, called Thermo Biomedical, would be transferred to
Thermo Electron's Thermedics subsidiary to better position the company to
expand its presence in that marketplace, while creating a focused company
for healthcare investors. Thermo Biomedical, which includes Bear Medical
Systems Inc.; Bird Products Corporation; Bird Life Design Corporation;
Stackhouse Inc.; SensorMedics Corporation; Medical Data Electronics, Inc.;
and Nicolet Biomedical Inc., had unaudited 1997 revenues of
-more-
<PAGE>
$232 million. These companies would be transferred from Thermo Electron
to Thermedics in exchange for Thermedics shares.
2. Realignment of instrument companies. First, Thermedics' non-biomedical
public subsidiaries - Thermo Sentron, Thermedics Detection, and Thermo
Voltek (if not sold to an unaffiliated third party) - would be transferred
to Thermo Electron's Thermo Instrument Systems subsidiary, creating
efficiencies by aligning these industrial instrumentation businesses with
the instrument family of companies for a better strategic fit. Thermedics'
majority ownership in each of these subsidiaries would be transferred to
Thermo Electron for shares of Thermedics common stock held by Thermo
Electron. Thermo Electron, in turn, would transfer these equity interests
to Thermo Instrument Systems in exchange for cash. If Thermo Voltek is not
sold to an unaffiliated third party, it would become a wholly owned
subsidiary of Thermo Instrument Systems.
Second, two public Thermo Instrument Systems subsidiaries - Metrika
Systems and ONIX Systems - and Thermo Sentron, would be merged to form one
combined majority-owned public subsidiary of Thermo Instrument Systems.
The company believes that the combined entity, with complementary
products, technologies, and distribution networks, would be better able to
address the market for industrial sensors and advanced process control
systems. Shareholders of each of the three companies would receive shares
of common stock in the combined entity in exchange for their shares in the
subsidiaries.
Third, ThermoSpectra, a public subsidiary of Thermo Instrument
Systems, along with Thermedics Detection, would be taken private and
become wholly owned subsidiaries of Thermo Instrument Systems.
ThermoSpectra and Thermedics Detection shareholders would receive cash or
Thermo Instrument Systems common stock in exchange for their shares of
common stock of ThermoSpectra or Thermedics Detection.
3. Consolidation of industrial outsourcing companies. The public and private
subsidiaries of Thermo Electron's Thermo TerraTech subsidiary - Thermo
Remediation, The Randers Group, and Thermo EuroTech - would be
consolidated into Thermo TerraTech to strengthen the group's ability to
compete in the industrial and environmental outsourcing markets, as well
as enhance their ability to withstand adverse market conditions.
Shareholders of each of these subsidiaries would receive common stock in
Thermo TerraTech in exchange for their shares in the subsidiaries.
4. Other strategic reorganizations. Thermo Coleman, a private subsidiary of
Thermo Electron, would be merged into Thermo Electron's ThermoTrex
subsidiary, consolidating the company's R&D and government-contract work
within one entity to offer greater efficiencies and enhance opportunities
to develop and commercialize technologies. Thermo Coleman shareholders
would receive shares of ThermoTrex common stock in exchange for their
Thermo Coleman shares.
Also, Thermo Power, a public subsidiary of Thermo Electron, would be
taken private and become a wholly owned subsidiary of Thermo Electron.
Shareholders of Thermo Power would receive cash or Thermo Electron common
stock in exchange for their shares of Thermo Power common stock.
-more-
<PAGE>
All convertible debentures previously issued by subsidiaries that will no
longer be majority-owned entities following this reorganization will be assumed
by the surviving public parent company, and will be convertible into common
stock of that company. Thermo Electron's guarantee of each of these convertible
debentures will not be affected by the proposed reorganization.
While these transactions will generate numerous costs, including
investment banking fees, legal fees, and government filings, the company does
not believe that any significant restructuring charges will be necessary.
The company also plans to divest of certain non-strategic businesses,
totaling approximately $100 million in revenues, that no longer fit its profile
for long-term growth potential.
Proposed Corporate Reorganization
Boldface type indicates public entity (*)
*Thermo Electron *Thermo Instrument
Thermo Power Thermedics Detection
Tecomet ThermoSpectra
Peter Brotherhood Thermo Voltek
Napco *ThermoQuest
*Thermo BioAnalysis
*Thermo Ecotek *Thermo Optek
*Thermo Vision
*Thermo Fibertek *New Co. (Thermo Sentron,
*Thermo Fibergen Metrika Systems, ONIX
Systems)
*Thermo TerraTech *ThermoTrex
Thermo Remediation Thermo Coleman
Randers Group *Trex Medical
Thermo EuroTech *ThermoLase
*Thermedics
Thermo Biomedical
*Thermo Cardiosystems
All of these transactions will be subject to numerous conditions,
including establishment of prices and exchange ratios, confirmation of
anticipated tax consequences, approval by the board of directors (including the
independent directors) of each of the affected majority-owned subsidiaries,
negotiation and execution of definitive purchase and sale or merger agreements,
clearance by the Securities and Exchange Commission of registration statements
and/or proxy materials regarding the proposed transactions, and, where
appropriate, fairness opinions from investment banking firms. Any such
transactions that will involve a public offering of securities will be made only
by means of a prospectus.
-more-
<PAGE>
Thermo Electron Corporation is a world leader in analytical and monitoring
instruments; biomedical products including heart-assist devices,
respiratory-care equipment, and mammography systems; and paper recycling and
papermaking equipment. The company also develops alternative-energy systems and
clean fuels, provides a range of services including industrial outsourcing and
environmental-liability management, and conducts research and development in
advanced imaging, laser communications, and electronic information-management
technologies. With annual worldwide sales of $3.6 billion, Thermo Electron has
approximately 22,000 employees and operations in 23 countries. Headquarters are
in Waltham, Massachusetts. More information is available on the Internet at
http://www.thermo.com.
This press release contains forward-looking statements that involve a number of
risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are
set forth under the heading "Forward-looking Statements" in Exhibit 13 to the
company's annual report on Form 10-K, as amended, for the year ended January 3,
1998. These include risks and uncertainties relating to: the company's spinout
and acquisition strategies, competition, international operations, technological
change, possible changes in governmental regulations, regulatory approval
requirements, capital spending and government funding policies, dependence on
intellectual property rights, and the potential impact of the year 2000 on
processing date-sensitive information. In addition to the foregoing risks, the
proposed corporate reorganization is subject to the risk that the contemplated
benefits of the plan will not be achieved.
# # #
