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): June 22, 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 Number) (IRS Employer
incorporation) 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 2. ACQUISITION OR DISPOSITION OF ASSETS
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. On June 22, 1999, the Registrant announced the completion of the
acquisition. On that date, the Registrant acquired all of the outstanding shares
of EPC. A copy of the press release issued by the Registrant on June 22, 1999
concerning the foregoing transaction is filed herewith as Exhibit 99, and is
incorporated herein by reference.
The purchase price was comprised of shares of capital stock and cash. The
cash was provided from Registrant's working capital. The purchase price was
determined by negotiations between the Registrant and the management and
principal shareholders of EPC, and was accepted by all of the shareholders of
EPC.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial Statements of Businesses Acquired.
The Registrant is in the process of preparing financial statements of EPC
to be included in an amendment to this Form 8-K to be filed within 60 days of
the filing date of this Form 8-K.
(b) Pro Forma Financial Information.
The Registrant is in the process of preparing pro forma financial
information to be included in an amendment to this Form 8-K to be filed within
60 days of the filing date of this Form 8-K.
(c) Exhibits.
Exhibit
Number Document
- -------- -----------------------------------------------------------------
99 Press Release of Registrant, dated June 22, 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.
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E-TEK DYNAMICS, INC.
Dated: July 7, 1999
By: /s/ Sanjay Subhedar
Sanjay Subhedar
Senior Vice President, Operations,
Chief Financial Officer and Secretary
EXHIBIT INDEX
Exhibit
Number Document
- ------- ----------------- ------------------------------------------------
99 Press Release of Registrant, dated June 22, 1999, announcing
Registrant's agreement to acquire EPC
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EXHIBIT 99
[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 Completes Acquisition of ElectroPhotonics Corporation
San Jose, California, June 22, 1999 -- E-TEK Dynamics, Inc. (Nasdaq: ETEK) today
completed its previously announced acquisition of ElectroPhotonics Corporation
(EPC), a developer of components and modules for optical networks including
Dense Wavelength Division Multiplexing (DWDM) components, dispersion
equalization modules and network performance monitoring subsystems.
E-TEK paid a combination of common stock and cash in exchange for all
outstanding shares of ElectroPhotonics. Based on the closing price of E-TEK's
common stock on June 22, 1999, the transaction is valued at approximately $40
million.
"E-TEK's customers need innovative component technology in order to advance the
development of scalable optical networks. With the expansion of our product line
to include components for optical performance monitoring and dispersion
equalization, we are providing our customers with a broader range of
cost-effective solutions to address issues in next-generation optical networks,"
said Michael Fitzpatrick, E-TEK's Chairman and Chief Executive Officer.
The current management of EPC will stay in place and the business unit will be
renamed E-TEK ElectroPhotonics Solutions (E-TEK EPS). EPC's President and Chief
Executive Officer, Dr. Tino Alavie, will become 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. E-TEK EPS will remain in
Toronto, Canada.
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 product line includes wavelength division
multiplexers (WDMs), isolators, couplers and micro-optic integrated components
(MOICs). 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.
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Forward Looking Statements
This press release may contain forward-looking statements that involve risks and
uncertainties. 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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