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): May 27, 1999
E-TEK Dynamics, Inc.
(Exact name of registrant as specified in charter)
DELAWARE 000-25103 59-2337308
(State or other
jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
1865 LUNDY AVENUE, SAN JOSE, CALIFORNIA
(Address of principal executive offices)
95131
(Zip Code)
Registrant's telephone number, including area code: (408) 546-5000
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ITEM 5. OTHER EVENTS
On May 26, 1999, E-TEK Dynamics, Inc. (the "Registrant") announced a
definitive agreement to acquire ElectroPhotonics Corporation, an Ontario
corporation ("EPC") for an aggregate purchase price of approximately $40 million
. A copy of the press release issued by the Registrant on May 26, 1999
concerning the foregoing transaction is filed herewith as Exhibit 25, and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Exhibits.
Exhibit
Number Document
- ------- --------------------------------------------------------
25 Press Release of Registrant, dated May 26, 1999, announcing
Registrant's agreement to acquire EPC
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
E-TEK DYNAMICS, INC.
Dated: May 27, 1999
By: /s/ Sanjay Subhedar
---------------------
Sanjay Subhedar
Senior Vice President, Operations,
Chief Financial Officer and Secretary
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EXHIBIT INDEX
Exhibit
Number Document
--------------------------------------------------------
25 Press Release of Registrant, dated May 26, 1999, announcing
Registrant's agreement to acquire EPC
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EXHIBIT 25
[E-TEK Dynamics Logo]
FOR IMMEDIATE RELEASE
Investor Relations Hot Line
(408) 546-5500
Alison Reynders
Investor Relations Manager
(408) 546-4608
E-TEK Dynamics Announces Agreement
to Acquire ElectroPhotonics Corporation
San Jose, California, May 26, 1999 -- E-TEK Dynamics, Inc. (Nasdaq: ETEK) today
announced a definitive agreement to acquire privately-held ElectroPhotonics
Corporation (EPC) of Toronto, Canada. EPC is an independent developer of
components and modules for optical networks including Dense Wavelength Division
Multiplexing (DWDM) components, dispersion compensation modules and network
performance monitoring subsystems.
Under the terms of the agreement, shares of E-TEK common stock and cash with an
aggregate value of approximately $40 million will be exchanged for all
outstanding shares of EPC. The acquisition is conditional upon approval by EPC
shareholders.
EPC's expertise in fiber bragg grating (FBG) based solutions provides E-TEK with
an additional technology platform that addresses new applications, such as
dispersion compensation, while providing alternative solutions for existing
products, such as thin film filter DWDM components.
"With the acquisition of EPC, we will be able to add significant technical
expertise to E-TEK's team. One of our strategic goals is to expand our product
base through the development or acquisition of key technologies that target
future areas of demand. The advances that EPC has made in optical monitoring and
dispersion compensation allow E-TEK to expand in two areas that we believe will
provide key solutions to our customers as they build increasingly complex
optical networks," said Michael Fitzpatrick, E-TEK's Chairman and Chief
Executive Officer.
"Since 1993, EPC has been demonstrating its ability to transform innovative
concepts into products. With E-TEK's strong manufacturing and distribution
capabilities, we hope to offer EPC's advanced fiber optic components to a larger
market," said Dr. Tino Alavie, President and Chief Executive Officer of EPC.
EPC's existing product line includes ITU Dispersion Compensation Gratings
(DCG's), Optical Performance Monitors (OPM's), and DWDM fiber bragg gratings.
EPC's dispersion
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compensation gratings offer a cost effective solution to fiber
based dispersion in high bit rate optical networks. The DCG components are
thermally insensitive and feature low insertion loss and high center wavelength
accuracy. EPC's OPM allows for close monitoring of the optical layer by
providing measurements of wavelength, power and optical signal-to-noise ratios
on a per wavelength basis. EPC's DWDM gratings feature athermal packaging, low
insertion loss, and tight channel spacing.
EPC was founded in 1993 and employs 46 people. Dr. Tino Alavie will be Vice
President and General Manager of the business unit reporting to Sanjay Subhedar,
E-TEK's Senior Vice President of Operations and Chief Financial Officer.
About E-TEK Dynamics
E-TEK Dynamics, Inc. (Nasdaq: ETEK), headquartered in San Jose, is a leader in
the design and manufacturing of high-quality passive components and modules for
fiber optic systems. E-TEK's wavelength division multiplexers ("WDMs") are
designed to increase the bandwidth capacity of new and existing fiber optic
networks. Other E-TEK components, including isolators, couplers and integrated
optics, are critical in enabling optical communications systems. These products
are utilized in terrestrial and submarine long-haul fiber-optic networks as well
as in emerging short-haul markets, such as metropolitan area networks. More
information on E-TEK is available at http://www.e-tek.com. For more information
about EPC, please visit their website at http://www.electrophotonics.com.
Forward Looking Statements
This press release may contain forward-looking statements that involve risks and
uncertainties, particularly those of E-TEK's Chairman and CEO as they relate to
the expansion of E-TEK's product base and any future demand that may result.
These statements may differ materially from actual future events or results.
Readers are referred to the documents filed by E-TEK Dynamics with the SEC,
specifically the Quarterly Report on Form 10-Q for the period ended April 2,
1999, and the Registration Statement on Form S-1, which identify important risk
factors that could cause actual results to differ from those contained in the
forward-looking statements, including dependence on a limited number of major
customers, rapid technological change, increasing competition, continued
industry consolidation and potential fluctuations in quarterly and annual
results.
E-TEK Dynamics, E-TEK, and Enabling Next-Generation Optical Networks are
trademarks of E-TEK Dynamics, Inc.
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