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): November 4, 1999
Waters Instruments, Inc.
(d/b/a Waters Corporation)
(Exact Name of Small Business Issuer as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
000-1388 41-0832194
(Commission File Number) (I.R.S. Employer Identification Number)
2411 Seventh Street NW,
Rochester, Minnesota 56001
(Address of Principal Executive Offices) (Zip Code)
507-288-7777
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Waters Instruments, Inc. announced on November 4, 1999 that it has
signed a definitive agreement for its Waters Network Systems business unit to
merge with Garrett Communications, Inc., a San Jose, California company that
serves the computer networking market. It is anticipated that the transaction
will be completed in January 2000.
The completion of the merger is subject to customary closing
conditions, including approval by Waters' shareholders. The agreement
contemplates that Waters stock will have a market value of at least $6 per share
at the time of closing.
The agreement calls for Waters to issue 375,000 shares of its common
stock and pay $2,250,000 in cash for all outstanding stock of Garrett. In
addition, outstanding options to purchase Garrett stock will be converted to
options to purchase Waters common stock at a ratio of one (1) option share of
Waters for every three (3) option shares of Garrett. Garrett presently has
grants outstanding for 350,000 shares. On September 30, 1999, there were
1,471,279 Waters shares outstanding.
Waters intends to use its cash reserves to fully fund the cash portion
of the transaction.
Frank Madren, Garrett's president, will be one of the two persons
joining Waters' Board.
Item 7. Financial Statements and Exhibits.
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Exhibits: None.
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.
Dated: November 4, 1999
WATERS INSTRUMENTS, INC.
By /s/ Jerry W. Grabowski
Jerry W. Grabowski
President and Chief Executive Officer
