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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):
November 1, 1999
Dynatech Corporation
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 1-12657 04-2258582
(State or other jurisdiction (Commission File No.) (IRS Employee
of incorporation) Identification No.)
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3 New England Executive Park, Burlington, Massachusetts 01803
(Address of principal executive offices) (Zip code)
Registrant's telephone no., including area code: (781) 272-6100
TOTAL NUMBER OF PAGES: 5
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Item 2. Acquisition and Disposition of Assets.
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(a) Pursuant to an Agreement and Plan of Merger, dated September 7,
1999 (the "Merger Agreement"), among Applied Digital Access, Inc., a Delaware
corporation ("Target"), Dynatech Corporation, a Delaware corporation (the
"Registrant"), and Dynatech Acquisition Corporation, a Delaware corporation and
an indirect wholly owned subsidiary of the Registrant ("Purchaser"), Purchaser
commenced a tender offer (the "Offer") on September 14, 1999, for all the
outstanding shares of common stock, par value $.001 per share, of Target (the
"Shares") at a price of $5.37 per share, net to the sellers in cash, without
interest (the "Offer Price"). The Offer was made pursuant to the Offer to
Purchase, dated September 14, 1999, and the related Letter of Transmittal of
Purchaser and the Registrant.
The Offer expired at 12:00 midnight, New York City time, on November 1,
1999. A total of 12,253,640 Shares, or approximately 91% of the outstanding
Shares, were tendered pursuant to the Offer. Following expiration of the Offer,
Purchaser accepted for payment, and paid for, all validly tendered Shares
resulting in a change in control of Target.
The consummation of the Offer and acceptance of payment by Purchaser of
the Shares validly tendered pursuant thereto was announced in a press release of
the Registrant, dated November 2, 1999. A copy of such press release is attached
hereto and incorporated herein by reference.
Pursuant to Section 253 of the Delaware General Corporation Law (the
"DGCL"), Purchaser was merged (the "Merger") with and into Target, effective on
November 8, 1999, when Purchaser filed a Certificate of Ownership and Merger
with the Secretary of State of Delaware. Under the DGCL, no action was required
by the stockholders of Target, other than Purchaser through its Board of
Directors, for the Merger to become effective. As a result of the Merger (i)
Target became a wholly owned subsidiary of Dynatech LLC, a Delaware limited
liability company and wholly owned subsidiary of the Registrant and (ii) each
Share issued and outstanding (other than Shares held by Purchaser or any other
direct or indirect subsidiary of the Registrant or subject to appraisal rights
under Delaware law) was converted into the right to receive $5.37 net per share
in cash, without any interest (the "Merger Consideration"). The Merger was
announced in a press release of the Registrant, dated November 8, 1999, a copy
of which is attached hereto and incorporated herein by reference.
The total amount of funds required by Purchaser to consummate the Offer
and the Merger and to pay fees and expenses related thereto is estimated by
Purchaser to be approximately $80 million. According to Purchaser, the funds
used to pay the Offer Price were advanced, and the funds to be used to pay the
Merger Consideration will be advanced, to Purchaser by the Registrant from
existing credit facilities described in the Offer to Purchase.
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Item 7. Financial Statements and Exhibits.
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(a)-(b) The financial statements required by this item will be filed
by the Registrant on or before January 15, 2000, as permitted by this item.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated September 7, 1999, between
Target, the Registrant and Purchaser (previously filed on
September 14, 1999, with the Securities and Exchange Commission
as an exhibit to the combined Schedule 14D-1 and Schedule 13D of
Purchaser and the Registrant and incorporated herein by
reference).
99.1 Press Release of the Registrant, dated November 2, 1999
(previously filed on November 2, 1999 as an exhibit to Amendment
No. 3 to the combined Schedule 14D-1 and Schedule 13D of
Purchaser and the Registrant and incorporated herein by
reference).
99.2 Press Release of the Registrant, dated November 8, 1999.
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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 singed on its behalf by the
undersigned thereunto duly authorized.
DYNATECH CORPORATION
(Registrant)
Date: November ___, 1999 _______________________________________
Name: Mark V.B. Tremallo
Title: Corporate Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit Description
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2.1 Agreement and Plan of Merger, dated September 7, 1999, between
Target, the Registrant and Purchaser (previously filed on
September 14, 1999, with the Securities and Exchange Commission
as an exhibit to the combined Schedule 14D-1 and Schedule 13D
of Purchaser and the Registrant and incorporated herein by
reference).
99.1 Press Release of the Registrant, dated November 2, 1999
(previously filed on November 2, 1999 as an exhibit to
Amendment No. 3 to the combined Schedule 14D-1 and Schedule 13D
of Purchaser and the Registrant and incorporated herein by
reference).
99.2 Press Release of the Registrant, dated November 8, 1999.
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Exhibit 99.2
Dynatech Corporation Completes Acquisition of Applied Digital Access
Burlington, Mass.--Nov. 8, 1999--Dynatech Corporation (OTC-BB:DYNA) and TTC, a
unit of Dynatech, announced today the completion of its previously announced
merger with Applied Digital Access, Inc. (NASDAQ:ADAX). Dynatech had acquired
approximately 91% of ADA's outstanding common stock in a cash tender offer which
expired on November 1, 1999. The merger was completed according to the short-
form merger provisions of the Delaware General Corporation Law.
In the merger, each share of ADA not held by Dynatech or its affiliates (other
than shares as to which appraisal rights are perfected) was converted into the
right to receive $5.37 in cash, the same per-share price paid in the tender
offer. As a result of the merger, ADA has become an indirect wholly-owned
subsidiary of Dynatech, and ADA's products will be integrated under the TTC
brand.
Dynatech Corporation (OTC-BB:DYNA) is a global communications equipment company
focused on network technology solutions. Its products address communications
test, industrial computing and communications, and visual communications
applications. Headquartered in Burlington, Massachusetts, Dynatech sells its
products worldwide through subsidiaries located throughout the Americas, Europe
and Asia.
NOTE: This press release may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which reflect the
company's current judgment on certain issues. Because such statements apply to
future events, they are subject to risks and uncertainties that could cause the
actual results to differ materially. Important factors that could cause actual
results to differ materially are described in the company's reports on Form 10-K
and 10-Q on file with the Securities and Exchange Commission.
