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: September 12, 1996
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 July 23, 1996 (the "Merger Agreement"), with Computer
Identics Corporation, a publicly owned company located in Canton,
Massachusetts ("CI"), which provided that, subject to receipt of
approval from the stockholders of CI, CI was to become a wholly
owned subsidiary of Registrant (the "CI Merger"). CI designs,
manufactures, markets and services standard bar code products, data
collection networks, and systems for the data collection and
material handling/industrial markets.
The Merger Agreement provided that upon consummation of
the Merger, each then outstanding share of CI's common stock would
be converted into the right to receive, and become exchangeable for
(the "Exchange Ratio"), 0.177805 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 25 trading
days ending on (and including) the second trading day immediately
prior to CI's August 29, 1996 stockholders' meeting (the "Average
Closing Price") was greater than $20.75, then the Exchange Ratio
would be equal to the quotient of $20.75 divided by the Average
Closing Price (provided that in no event would the Exchange Ratio
be less than 0.160025); and if the Average Closing Price was less
than $17.00, then the Exchange Ratio would be equal to the quotient
of $17.00 divided by the Average Closing Price (provided that in no
event would the Exchange Ratio be more than 0.195586).
The Merger Agreement also provided that (i) options to
purchase shares of CI'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) a warrant to purchase
shares of CI's common stock would be converted at the Exchange
Ratio into a warrant to purchase shares of Registrant's Common
Stock.
The Merger was approved by the stockholders of CI on
August 29, 1995 and consummated on August 30, 1996. The Exchange
Ratio, computed in the manner as set forth above, was 0.195586.
Based upon the Exchange Ratio, Registrant will issue approximately
2,127,000 shares of its common stock to CI stockholders based upon
approximately 10,877,000 shares of CI's common stock outstanding at
the close of business on August 30, 1996.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements of CI.*
(i) Report of Ernst & Young LLP, Independent
Auditors, dated February 8, 1996 (Page F-27);
(ii) Report of Deloitte & Touche LLP,
Independent Auditors, dated January 28,
1996 (Page F-28);
(iii) Consolidated Balance Sheets as of
December 31, 1995 and 1994 of CI and
Subsidiaries (Page F-29);
(iv) Consolidated Statements of Operations of
CI and Subsidiaries for the Years Ended
December 31, 1995, 1994 and 1993 (Page F-30);
(v) Consolidated Statements of Stockholders'
Equity of CI and Subsidiaries for the
Years Ended December 31, 1995, 1994 and
1993 (Page F-31);
(vi) Consolidated Statements of Cash Flows of
CI and Subsidiaries for the Years Ended
December 31, 1995, 1994 and 1993 (Page F-32);
(vii) Notes to the Consolidated Financial
Statements of CI and Subsidiaries (Pages
F-33 through F-39);
(viii) Consolidated Balance Sheets of CI and
Subsidiaries as of March 31, 1996 and
1995 (unaudited) (Page F-40);
(ix) Consolidated Statements of Operations of
CI and Subsidiaries for the three months
ended March 31, 1996 and 1995 (unaudited)
(Page F-41);
(x) Consolidated Statements of Cash Flows of
CI and Subsidiaries for the three months
ended March 31, 1996 and 1995 (unaudited)
(Page F-42); and
(xi) Notes to Consolidated Financial State-ments
of CI and Subsidiaries (unaudited)(Page F-43).
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(b) Pro Forma Financial Information .*
(i) Summary of Unaudited Pro Forma Combined
Statements of Operations for the six
months ended March 31, 1996 and 1995 and
for the years ended September 30, 1995
and 1994 (Page 41);
(ii) Unaudited Pro Forma Condensed Combined
Balance Sheets as of March 31, 1996 (Page
42);
(iii) Unaudited Pro Forma Condensed Combined
Statements of Operations for the Fiscal
Year Ended September 30, 1995 (Page 43);
(iv) Unaudited Pro Forma Condensed Combined
Statements of Operations for the Fiscal
Year Ended September 30, 1994 (Page 44);
(v) Unaudited Pro Forma Condensed Combined
Statements of Operations for the Fiscal
Year Ended September 30, 1993 (Page 45);
(vi) Unaudited Pro Forma Condensed Combined
Statements of Operations for the Six
Months Ended March 31, 1996 (Page 46);
(vii) Unaudited Pro Forma Condensed Combined
Statements of Operations for the Six
Months Ended March 31, 1995 (Page 47);
and
(viii) Notes to Unaudited Pro Forma Financial
Information (Page 48).
(c) Exhibits.*
(i) Agreement and Plan of Merger and Reorganization
dated as of July 23, 1996 by and
among Robotic Vision Systems, Inc., RVSI
Third Acquisition Corp. and Computer
Identics Corporation (Exhibit A);
* Incorporated by reference to Registrant's definitive Prospectus, dated
August 1, 1996 (File No. 333-08663), relating to the CI Merger (the
"Prospectus"). The parenthetical references to page numbers or exhibit
designation in Item 7 hereof relate to the applicable pages or sections
of the Prospectus 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: September 12, 1996 ROBOTIC VISION SYSTEMS, INC.
(Registrant)
By: /s/Robert H. Walker
Robert H. Walker
Executive Vice President
