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 EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported):
April 27, 2000
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METRIKA SYSTEMS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-13085 33-0733537
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
5788 Pacific Center Boulevard
San Diego, California 92121
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 622-1000
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This Form 8-K 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
Registrant's annual report on Form 10-K for the year ended January 1, 2000.
These include risks and uncertainties relating to: customer capital spending
policies, market acceptance of new products, technological change and new
products, the Registrant's acquisition strategy, international operations,
competition, proprietary rights, government regulations and approvals, potential
fluctuations in quarterly performance, and the cash management arrangement with
Thermo Electron Corporation.
Item 5. Other Events
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On April 28, 2000, the Registrant issued a press release, attached
hereto as Exhibit 99, regarding the previously announced tender offer for its
shares of common stock, $.01 par value per share, by its parent corporation,
Thermo Instrument Systems Inc.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Business Acquired: not applicable
(b) Pro Forma Financial Information: not applicable
(c) Exhibits:
99 - Press Release dated April 28, 2000
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SIGNATURE
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 28th day of April, 2000.
METRIKA SYSTEMS CORPORATION
By: /s/ Theo Melas-Kyriazi
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Theo Melas-Kyriazi
Chief Financial Officer
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Exhibit 99
Investor Contact: 781-622-1111
Media Contact: 781-622-1252
CASH TENDER OFFER FOR METRIKA SYSTEMS COMPLETED
SAN DIEGO, Calif., April 28, 2000 - Metrika Systems Corporation (ASE-MKA), a
Thermo Electron company, announced today that its parent company, Thermo
Instrument Systems Inc. (ASE-THI), has successfully completed its cash tender
offer of $9.00 per share for any and all outstanding shares of Metrika Systems
common stock.
The offer and withdrawal rights expired at midnight on Thursday, April
27, 2000. Based on the preliminary report of the depositary for the offer,
American Stock Transfer & Trust Company, approximately 1.2 million Metrika
Systems shares were tendered. This brings Thermo Instrument's and Thermo
Electron's combined equity ownership in Metrika Systems to approximately 94.6
percent. Thermo Instrument expects to complete the spin-in of Metrika Systems by
Wednesday, May 3, through a short-form merger. The short-form merger does not
require Metrika Systems' board or shareholder approval.
Shareholders who tendered their shares in the tender offer will receive
payment for their shares shortly. Shareholders who did not tender their shares
will also receive $9.00 per share in the short-form merger. Information
outlining what steps these Metrika Systems shareholders must take to obtain
payment will be mailed within a week to 10 days.
Metrika Systems Corporation develops, manufactures, and markets
on-line, high-speed process-optimization systems for raw materials analysis and
finished materials quality control. The company's systems can analyze large
volumes of raw materials, such as coal, cement, and minerals, in real time, or
measure and control the thickness of web-type finished materials, such as sheet
steel, rubber, and plastic foils. Customers worldwide use the company's systems
and proprietary software to improve product quality and consistency, lower
material costs, reduce energy consumption, and minimize waste. Metrika Systems
is a public subsidiary of Thermo Instrument Systems Inc., another Thermo
Electron company. More information is available at
http://www.thermo.com/subsid/mka1.html on the Internet.
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