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 (Date of earliest event reported): July 13, 1998 (June 26, 1998)
Evans & Sutherland Computer Corporation
(Exact Name of Registrant as Specified in Charter)
Utah 0-8771 87-0278175
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
600 Komas Drive, Salt Lake City, Utah 84108
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (801) 588-1000
NONE
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On June 26, 1998, Evans & Sutherland Computer Corporation ("E&S")
acquired, through its wholly-owned subsidiary E&S Merger Corp., 100% of the
issued and outstanding capital stock of AccelGraphics, Inc. ("AGI") (the
"Merger") pursuant to the terms of an Agreement and Plan of Merger among
AccelGraphics, Inc., E&S Merger Corp., and Evans & Sutherland Computer
Corporation, dated April 22, 1998 (the "Plan of Merger").
The Merger was consummated following approval of the Plan of Merger by
the shareholders of AGI. The aggregate purchase price of the acquisition was
approximately $54.3 million consisting of approximately (i) 1,109,300 shares of
E&S Common Stock (having an aggregate market value of approximately $25.7
million on June 26, 1998); (ii) approximately $23.7 million (excluding
transaction costs) of cash; (iii) approximately $1.0 million in transaction
costs; and (iv) approximately $3.9 million in outstanding AGI stock options that
were assumed by E&S.
The purchase price for AGI (including the exchange ratio for the AGI
common stock) was determined through arms-length negotiations between the
parties. E&S financed the acquisition of AGI through the issuance of shares of
E&S Common Stock (which were registered with the Securities and Exchange
Commission on Form S-4) and cash on hand. As part of the Merger, all AGI options
to acquire shares of AGI Common Stock were converted into options to acquire
shares of E&S Common Stock, except that all AGI options with an exercise price
greater than $6.00 were terminated on June 26, 1998. No material relationships
exist between any of the former AGI shareholders and the Company or any of the
Company's affiliates, directors, officers, or any associate of any director or
officer of the Company.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The financial statements required pursuant to Rule 3-05 of Regulation
S-X were previously reported in E&S's Amendment No. 1 to the
Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on May 15, 1998, and pursuant to General
Instruction B.3 of Form 8-K are not additionally reported herein.
(b) Pro forma financial information.
The financial information required pursuant to Article 11 of Regulation
S-X was previously reported in E&S's Amendment No. 1 to the
Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on May 15, 1998, and pursuant to General
Instruction B.3 of Form 8-K is not additionally reported herein.
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(c) Exhibits
Exhibit Number Description
2.1 Agreement and Plan of Merger among AccelGraphics, Inc.,
E&S Merger Corp., and Evans & Sutherland Computer
Corporation, dated April 22, 1998, previously filed as
Annex I to the Registration Statement on Form S-4 filed
April 27, 1998 (File No. 333-51041) and incorporated
herein by reference.
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.
EVANS & SUTHERLAND COMPUTER
CORPORATION
Dated: July 13, 1998 By: /S/ Mark C. McBride
Mark C. McBride
Vice President, Corporate Controller and
Corporate Secretary
