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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report: July 21, 2000
ENGINEERING MEASUREMENTS COMPANY
(Exact name of Registrant as specified in its charter)
Colorado 0-9880 84-0572936
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Number)
600 Diagonal Highway
Longmont, Colorado 80501
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(Address of principal executive office)
(303) 651-0550
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(Registrant's telephone number,
including area code)
N/A
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(Former name or former address,
if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 6, 2000, Advanced Energy Industries, Inc. ("AE") and
Engineering Measurements Company ("EMCO") entered into an Agreement and Plan of
Reorganization. EMCO manufactures electronic and electro-mechanical precision
instruments for measuring and controlling the flow of liquids, steam and gases.
AE is a global leader in the development, marketing and support of technology
solutions that are critical in the manufacture of semiconductors, data storage
products and flat panel displays, as well as in applications that involve
surface modification and process power control. The Board of Directors of both
companies have determined that a business combination between AE and EMCO would
enable the companies to achieve short-term and long-term strategic and financial
benefits to the benefit of their respective stockholders. The acquisition is
planned as a pooling of interests wherein EMCO will operate as a wholly-owned
subsidiary of AE. Security holders of EMCO will receive 900,000 shares of AE
common stock in the transaction, subject to approval by the EMCO Security
holders and certain other conditions. The transaction is more specifically
described in the Agreement and Plan of Reorganization and Press Release attached
as an exhibits hereto.
ITEM 7. EXHIBITS.
2.1 Agreement and Plan of Reorganization between Engineering
Measurements and Advanced Energy Industries, Inc., dated
July 6, 2000.
99.1 Press Release dated July 6, 2000.
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.
ENGINEERING MEASUREMENTS COMPANY
By: /s/ Charles E. Miller
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Charles E. Miller
President and Chief Executive Officer
Date: July 21, 2000
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization between Engineering
Measurements and Advanced Energy Industries, Inc., dated
July 6, 2000.
99.1 Press Release dated July 6, 2000.
