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 (Date of earliest event reported) July 5, 1995
DIAGNOSTIC/RETRIEVAL SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-8533 13-2632319
- ---------------------------- ------------------------ --------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5 Sylvan Way, Parsippany, N.J. 07054
- ---------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 201 898-1500
------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On July 5, 1995 (the "Closing Date"), Diagnostic/Retrieval Systems,
Inc. (the "Company"), through a wholly-owned subsidiary of Photronics
Corp., a New York corporation and a wholly-owned subsidiary of the
Company ("Photronics"), acquired substantially all of the assets of
Opto Mechanik, Inc. ("OMI"), a Delaware corporation, pursuant to an
Agreement for Acquisition of Assets dated May 24, 1995, as amended July
5, 1995, between Photronics and OMI (the "Agreement"), and approved by
the United States Bankruptcy Court for the Middle District of Florida
on June 23, 1995. Pursuant to the Agreement, the Company paid a total
of $5,450,000 consisting of i) $1,150,000 in cash to PNC Bank,
Kentucky, Inc. ("PNC"), ii) a note to PNC in the principal amount of
$1,450,000 to be paid in 48 equal monthly installments of principal and
interest commencing with the first day of the month following the
Closing Date (the "PNC Note"), iii) $2,550,000 in cash to MetLife
Capital Corporation and iv) a note in the principal amount of $300,000
to OMI payable in 6 equal monthly installments of principal and
interest commencing on August 5, 1995 (the "OMI Note"). The PNC Note
bears interest at a floating rate equal to the lesser of i) PNC's
stated prime interest rate plus 0.5%, or ii) the prime rate as reported
by the Wall Street Journal plus 0.5%. The OMI Note bears interest at a
rate of 9.5% per annum. The cash consideration paid in the acquisition
was obtained from the Company's working capital.
OMI, located in Melbourne, Florida, designs and manufactures
electro-optical sighting and targeting systems used primarily in
military fire control devices and in various weapons systems.
For accounting purposes, the acquisition of OMI will be accounted for
as a purchase. Reference is made to Item 7 for additional information.
2
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements*:
1. As it is impracticable to provide the required financial
statements for Opto Mechanik, Inc. with this report on Form 8-K,
such financial statements will be filed under cover to Form 8 as
soon as practicable, but not later than 60 days after the filing
date of this report.
(b) Pro Forma Financial Information*:
1. Unaudited pro forma condensed consolidated balance sheet of
Diagnostic/Retrieval Systems, Inc. and subsidiaries and Opto
Mechanik, Inc. as of March 31, 1995.
2. Unaudited pro forma condensed consolidated statements of
earnings of Diagnostic/Retrieval Systems, Inc. and
subsidiaries and Opto Mechanik, Inc. for the fiscal year ended
March 31, 1995.
(c) Exhibits*:
- --------------
* To be filed by amendment
3
<PAGE>
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.
DIAGNOSTIC/RETRIEVAL SYSTEMS, INC.
By: /s/ NANCY R. PITEK
----------------------------------
Nancy R. Pitek
Controller and Treasurer
Dated: July 19, 1995
4
