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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: October 20, 2000
ENGINEERING MEASUREMENTS COMPANY
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(Exact name of Registrant as specified in its charter)
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Colorado 0-9880 84-0572936
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Number)
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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 October 20, 2000, Advanced Energy Industries, Inc. ("AE") and
Engineering Measurements Company ("EMCO") entered into an Amended and Restated
Agreement and Plan of Reorganization which is effective July 6, 2000 (the
"Amended Agreement"). The Amended Agreement provides that shareholders of EMCO
will receive cash consideration of $30,000,000 plus any cash received for the
exercise of any options exercised after October 20, 2000 and before the closing
date. Depending upon the number of options exercised from October 20, 2000 to
the closing date, EMCO shareholders will receive up to $7.10 per share of EMCO
stock that they hold. The transaction is subject to EMCO shareholder approval
and certain other conditions and is more specifically described in the Amended
and Restated Agreement and Plan of Reorganization and Press Release attached as
exhibits hereto.
In addition, on October 22, 2000, by execution of a Consent in Writing
in Lieu of Special Meeting, the EMCO Board of Directors adopted an amendment to
the Article I, Section 6 of the EMCO Amended and Restated Bylaws, as more
specifically set forth in Exhibit 3.1 attached hereto.
ITEM 7. EXHIBITS.
2.1 Amended and Restated Agreement and Plan of Reorganization
between Engineering Measurements Company and Advanced Energy
Industries, Inc., dated October 20, 2000.
3.1 Amendment to the Amended and Restated Bylaws of Engineering
Measurements Company as approved by Consent in Writing in Lieu
of Special Meeting of the Board of Directors dated October 22,
2000.
99.1 Press Release dated October 23, 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: October 27, 2000
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Amended and Restated Agreement and Plan of Reorganization between
Engineering Measurements Company and Advanced Energy Industries, Inc.,
dated October 20, 2000.
3.1 Amendment to the Amended and Restated Bylaws of Engineering
Measurements Company as approved by Consent in Writing in Lieu of
Special Meeting of the Board of Directors dated October 22, 2000.
99.1 Press Release dated October 23, 2000.
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