SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 3, 1995
ROBOTIC VISION SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
Delaware 0-8623 11-2400145
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation)
425 Rabro Drive East, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 273-9700
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Item 2. Acquisition or Disposition of Assets.
Registrant entered into a definitive merger agreement,
dated as of April 27, 1995, as amended and restated as of July 11,
1995 (the "Merger Agreement"), with Acuity Imaging Inc., a publicly
owned company located in Nashua, New Hampshire ("Acuity"), which
provided that, subject to receipt of approvals from the
stockholders of both Registrant and Acuity, Acuity was to become a
wholly owned subsidiary of Registrant (the "Acuity Merger").
Acuity designs, develops, manufactures and supplies 2-D machine
vision systems to a diversity of markets.
The Merger Agreement provided that upon consummation of
the Merger, each then outstanding share of Acuity's common stock
would be converted into the right to receive, and become
exchangeable for (the "Exchange Ratio"), 0.766 of a share of
Registrant's Common Stock; provided, however, that if the average
of the closing prices of Registrant's Common Stock on the NASDAQ-NM
for the 20 trading days ending on (and including) the third trading
day immediately prior to Registrant's September 19, 1995
stockholders' meeting (the "Average Closing Price") was greater
than $14.50, then the Exchange Ratio would be equal to the quotient
of $11.107 divided by the Average Closing Price (provided that in
no event would the Exchange Ratio be less than 0.555375); and if
the Average Closing Price was less than $10.00, then the Exchange
Ratio would be equal to the quotient of $7.66 divided by the
Average Closing Price (provided that in no event would the Exchange
Ratio be more than 0.925626).
The Merger Agreement also provided that (i) options to
purchase shares of Acuity's common stock at various exercise prices
would be converted at the Exchange Ratio into options to purchase
shares of Registrant's Common Stock and (ii) rights under Acuity's
1994 Employee Qualified Stock Purchase Plan to purchase shares of
Acuity's common stock would be converted at the Exchange Ratio into
rights to purchase shares of Registrant's Common Stock.
The Merger was approved by the stockholders of each of
Registrant and Acuity on September 19, 1995 and consummated on
September 20, 1995. The Exchange Ratio, computed in the manner as
set forth above, was 0.581138. Based upon the Exchange Ratio,
Registrant will issue 1,448,424 shares of its Common Stock to
Acuity stockholders based upon 2,492,392 shares of Acuity Common
Stock outstanding at the close of business on September 20, 1995.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Acuity.*
(i) Report of Arthur Andersen LLP,
Independent Public Accountant, dated
February 13, 1995 (Page F-23);
(ii) Report of Deloitte & Touche LLP,
Independent Auditor, dated February 11,
1994 (Page F-24);
(iii) Consolidated Balance Sheet as of December
31, 1994, 1993 and April 1, 1995 of
Acuity Imaging, Inc. and Subsidiaries
(Unaudited)(Page F-25);
(iv) Consolidated Statements of Operations of
Acuity Imaging, Inc. and Subsidiaries for
the Years Ended December 31, 1994, 1993,
and 1992 and for the Thirteen Week
Periods Ended April 1, 1995 and April 2,
1994 (Unaudited)(Page F-26);
(v) Consolidated Statements of Stockholders'
Equity for the Years Ended December 31,
1994, 1993, and 1992 and for the Thirteen
Week Periods Ended April 1, 1995 and
April 2, 1994 (Unaudited) (Page F-27);
(vi) Consolidated Statements of Cash Flows of
Acuity Imaging, Inc. and Subsidiaries for
the Years Ended December 31, 1994, 1993,
and 1992 and for the Thirteen Week
Periods Ended April 1, 1995 and April 2,
1994 (Unaudited) (Page F-28); and
(vii) Notes to the Consolidated Financial
Statements of Acuity Imaging, Inc. and
Subsidiaries (Pages F-29 through F-40).
(b) Pro Forma Financial Information .*
(i) Combined Summary of Statement of Operations
for the years ended September 30,
1994, 1993, and 1992 and for the Six
Month Periods ended March 31, 1995, 1994
(Page 58);
(ii) Pro Forma Combined Balance Sheets, as of
March 31, 1995 (Page 59) ;
(iii) Pro Forma Combined Statements of
Operations for the Fiscal Year Ended
September 30, 1994 (Page 60);
(iv) Pro Forma Combined Statements of
Operations for the Fiscal Year Ended
September 30, 1993 (Page 61);
(v) Pro Forma Combined Statements of
Operations for the Fiscal Year Ended
September 30, 1992 (Page 61);
(vi) Pro Forma Combined Statements of
Operations for the Six Months Ended March
31, 1995 (Page 62);
(vii) Pro Forma Combined Statements of
Operations for the Six Months Ended March
31, 1994 (Page 62); and
(viii) Notes to Unaudited Pro Forma Financial
Information (Page 63).
(c) Exhibits.*
(i) Agreement and Plan of Merger and Reorganization
dated as of April 27, 1995 as
amended and restated as of July 11, 1995
by and among Robotic Vision Systems,
Inc., RVSI Acquisition Corp., and Acuity
Imaging, Inc. (Exhibit A);
* Incorporated by reference to Registrant's definitive Proxy
Statement, dated August 9, 1995, relating to the Acuity Merger
(the "Proxy Statement"). The parenthetical references to page
numbers or exhibit designation in Item 7 hereof relate to the
applicable pages or sections of the Proxy Statement at which
the relevant financial statements and notes thereto, pro forma
financial statements and notes thereto or exhibits may be located.
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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 thereunto duly authorized.
Dated: October 3, 1995 ROBOTIC VISION SYSTEMS, INC.
(Registrant)
By: /s/Robert H. Walker
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Robert H. Walker
Executive Vice President
