PROSPECTUS
688,096 Shares
DYNATECH
CORPORATION
Common Stock
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All of the shares (the "Shares") of common stock, $0.20 par value per
share (the "Common Stock"), of Dynatech Corporation ("Dynatech" or the
"Company") offered hereby are being registered for the account of a certain
stockholder of Dynatech named herein (the "Selling Stockholder"). See "Plan of
Distribution" and "Selling Stockholder."
The Selling Stockholder, directly or through agents, dealers or
underwriters designated from time to time, may sell all or a portion of the
Shares offered hereby from time to time on terms to be determined at the time of
sale. The Selling Stockholder reserves the sole right to accept and, together
with such Selling Stockholder's agents, dealers or underwriters from time to
time, to reject, in whole or in part, any proposed purchase of Shares to be made
directly or through agents, dealers or underwriters.
The aggregate proceeds to the Selling Stockholder from the sale of the
Shares offered hereby (the "Offering") will be the purchase price of the Shares
sold less the aggregate agents' commissions and underwriters' discounts, if any.
The Company will pay all of the expenses of the Offering other than agents' and
brokers' commissions, underwriters' discounts and transfer taxes, if any. The
Company will not receive any direct proceeds from the sale of the Shares offered
hereby by the Selling Stockholder. See "Selling Stockholder."
The Selling Stockholder and any agents, dealers or underwriters that
participate with the Selling Stockholder in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), in which case any commissions received by
such agents, dealers or underwriters and any profit on the resale of the Shares
purchased by them may be deemed underwriting commissions or discounts under the
Securities Act.
The Common Stock is listed on the NASDAQ National Market System under the
symbol "DYTC."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE ATTORNEY GENERAL OF THE STATE OF NEW
YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is October 5, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and proxy statements and other information
with the Securities and Exchange Commission (the "SEC" or "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Northwestern Atrium Center, 500 W. Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and copies may be obtained at the prescribed rates from the
Public Reference Section of the Commission at its principal office in
Washington, D.C. In addition, the Shares are listed on the NASDAQ National
Market System, and such materials can be inspected and copied at the NASDAQ
National Market System, 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference the documents listed in (a)
through (d) below, which have previously been filed with the Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995 and the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995;
(b) The description of the Common Stock contained in the
Company's registration statement for such class of securities filed with
the Commission pursuant to Section 12 of the Exchange Act, and any
amendments or reports filed for the purpose of updating such
description;
(c) The description of the Company's Rights to purchase the
Company's Series A Junior Participating Cumulative Preferred Stock
contained in the Registration Statement on Form 8-A dated February 21,
1989, and any amendments or reports filed for the purpose of updating
such description; and
(d) The Company's Current Report on Form 8-K dated September 7,
1995.
In addition, all documents subsequently filed with the Commission by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any subsequently
filed document which also is incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
THE COMPANY
The Company is a Massachusetts corporation incorporated in 1959. The
Company supplies products worldwide for the support of voice, video, and data
communications. The Company's principal executive office is located at 3 New
England Executive Park, Burlington, Massachusetts 01803 and its telephone number
at that location is (617) 272-6100.
SELLING STOCKHOLDER
All of the Shares offered hereby are being registered for the account of
Harris-Bowman Enterprises, Inc. (formerly known as Virginia Tele-Path
Industries, Inc.), a Virginia corporation and a stockholder of the Company (the
"Selling Stockholder"). To the best of the Company's knowledge the Shares
offered hereby constitute all of the shares of Common Stock beneficially owned
by the Selling Stockholder, and approximately 3.8% of the total outstanding
shares of Common Stock of the Company as of September 5, 1995. If all of the
Shares offered hereby are sold, to the best of the Company's knowledge the
Selling Stockholder will no longer beneficially own any shares of Common Stock
of the Company. There can be no assurance that all or any of the Shares offered
hereby will be sold.
The Selling Stockholder acquired the Shares from the Company on September
1, 1995 pursuant to an Asset Purchase Agreement dated as of August 23, 1995 by
and among Dynatech Communications, Inc., an indirect subsidiary of the Company
("DCI"), the Company, the Selling Stockholder and all of the stockholders of the
Selling Stockholder (the "Asset Purchase Agreement"), pursuant to which DCI and
the Company acquired and assumed the business and certain of the assets and
liabilities of the Selling Stockholder (the "Acquisition") for consideration
consisting of the Shares and cash. The Asset Purchase Agreement provides for the
following adjustments to be made to the cash portion of the consideration paid
to the Selling Stockholder under the Asset Purchase Agreement. If the Selling
Shareholder sells any of the Shares prior to December 1, 1995 (all such Shares
sold prior to such date being hereinafter referred to as the "Liquidated
Shares") and the net proceeds (after payment of all agents' and brokers'
commissions, underwriters' discounts and transfer taxes) received by
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<PAGE>
the Selling Stockholder from the sale of the Liquidated Shares exceeds $19.91
per share, the cash portion of the consideration paid to the Selling
Stockholder under the Asset Purchase Agreement is to be reduced by the amount of
such excess and the Selling Stockholder is required to refund such excess to the
Company. Alternatively, if the net proceeds received by the Selling Stockholder
from the sale of the Liquidated Shares is less than $19.91 per share, the cash
portion of the consideration paid to the Selling Stockholder under the Asset
Purchase Agreement is to be increased by the amount of such difference and the
Company is required to pay such difference to the Selling Stockholder.
The aggregate proceeds to the Selling Stockholder from the sale of the
Shares offered hereby will be the purchase price of the Shares sold less the
aggregate agents' commissions and underwriters' discounts, if any. The Company
will pay all of the expenses of the Offering other than agents' and brokers'
commissions, underwriters' discounts and transfer taxes, if any. The Company
will not receive any direct proceeds from the sale of the Shares offered hereby.
SECURITIES TO BE OFFERED
The securities offered hereby consist of shares of the Company's Common
Stock, par value $0.20 per share. The Common Stock is traded on the
over-the-counter market and has been quoted through the National Association of
Securities Dealers Automated Quotation National Market System (NASDAQ Symbol:
DYTC) since January 1974.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold by the Selling Stockholder from
time to time, subject to certain volume and timing restrictions more fully
described below, on the NASDAQ National Market System through one or more
brokers, underwriters, dealers or agents acceptable to the Company on terms to
be determined by the Selling Stockholder at the time of such sales. The Selling
Stockholder may also make private sales through brokers, underwriters, dealers
or agents acceptable to the Company. Such brokers, underwriters, dealers or
agents may receive consideration in the form of discounts and commissions which
may be in excess of ordinary brokerage commissions and which may be paid by the
Selling Stockholder and/or the purchasers of the Shares offered hereby for whom
such brokers, underwriters, dealers or agents may act. The Selling Stockholder
and any brokers, dealers or agents that participate in the distribution of the
Shares offered hereby may be deemed to be "underwriters" as defined in the
Securities Act, and any profit on the sale of such Shares offered hereby by them
and any discounts, commissions or concessions received by any such brokers,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. The aggregate proceeds to the Selling Stockholder from
sales of the Shares offered by the Selling Stockholder hereby will be the
purchase price of such Common Stock less all agents' and brokers' commissions,
underwriters' discounts and transfer taxes, if any.
The Shares offered hereby may also be sold from time to time subject to
certain volume and timing restrictions more fully described below, in one or
more transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. In order to
comply with the securities laws of certain states, if applicable, the Shares
offered hereby will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states Shares may not be
sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Common Stock offered hereby may not
simultaneously engage in market making activities with respect to the Common
Stock for a period of two business days prior to the commencement of such
distribution. Without limiting the foregoing, the Selling Stockholder also will
be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Rules 10b-2, 10b-6 and
10b-7, which may limit the timing of purchases and sales of the Company's Common
Stock by the Selling Stockholder.
In accordance with the terms of the Asset Purchase Agreement, the
Selling Stockholder has deposited 150,678 of the Shares with an escrow agent to
be held for one year as security for the Selling Stockholder's obligations to
the Company and DCI under the Asset Purchase Agreement, and the Selling
Stockholder has agreed not to sell any of these Shares prior to September 1,
1997. In addition, the Asset Purchase Agreement provides that the Selling
Stockholder and all brokers, dealers and agents retained by the Selling
Stockholder shall not sell (i) more than an aggregate of 50,000 of the Shares
during any calendar day or (ii) more than an aggregate of 150,000 of the Shares
during any calendar week, except in connection with sales of a "block" of the
Shares (as such term is defined in Rule 10b-18 under the Exchange Act).
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
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<PAGE>
No person has been authorized in connection with the offering made hereby to
give any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company, the Selling Stockholder or
any other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby to any
person or by anyone in any jurisdiction in which it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information contained herein is correct as of any date subsequent to the date
hereof.
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TABLE OF CONTENTS
Page
Available Information.......................... 2
Incorporation of Certain
Documents by Reference....................... 2
The Company.................................... 2
Selling Stockholder............................ 2
Securities to be Offered....................... 3
Plan of Distribution........................... 3
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688,096 Shares
DYNATECH
CORPORATION
Common Stock
---------------------------
PROSPECTUS
---------------------------
October 5, 1995
