<PAGE>
SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
CHECK THE APPROPRIATE BOX:
[X] PRELIMINARY INFORMATION STATEMENT [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14C-5(D)(2))
[_] DEFINITIVE INFORMATION STATEMENT
DYNATECH CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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DYNATECH CORPORATION
3 New England Executive Park
Burlington, Massachusetts 01803-5087
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
GENERAL
This Information Statement is being furnished to the stockholders of
Dynatech Corporation, a Delaware corporation (the "Company"), in connection with
the proposed adoption of a Certificate of Amendment to the Company's Certificate
of Incorporation (the "Amendment") by the written consent of the holders of a
majority in interest of the Company's voting capital stock, consisting of the
Company's outstanding common stock, par value $.01 per share (the "Common
Stock"). The terms of such Amendment are described below. On March 20, 2000,
the Company's Board of Directors determined that it is advisable and in the best
interests of the Corporation to amend the Certificate of Incorporation in order
to increase the Company's authorized Common Stock to 300,000,000 shares and so
approved and recommended such amendment. Clayton, Dubilier & Rice Fund V Limited
Partnership ("CDR Fund V"), which owns in the aggregate 110,790,770 shares of
Common Stock of the Company, representing approximately 90.7% (as of March 17,
2000) of the outstanding Common Stock of the Company, gave its written consent
to the adoption of the Amendment on March 20, 2000.
The proposed Amendment to the Certificate of Incorporation will become
effective upon the filing of the Amendment with the Secretary of State of the
State of Delaware. The Company anticipates that the filing of the Amendment
will occur on or about April 10, 2000 (the "Effective Date"). If the proposed
Amendment had not been adopted by written consent, it would have been required
to be considered by the Company's stockholders at a special stockholders'
meeting convened for the specific purpose of approving the Amendment. The date
on which this Information Statement is intended to be sent to the stockholders
is on or about March __, 2000. The record date established by the Company for
purposes of determining the number of outstanding shares of Common Stock of the
Company is March 20, 2000 (the "Record Date").
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The elimination of the need for a special meeting of stockholders to
approve the Amendment is made possible by Section 228 of the Delaware General
Corporation Law (the "Delaware Law") which provides that the written consent of
the holders of outstanding shares of voting capital stock, having not less than
the minimum number of votes which would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, may be substituted for such a special meeting. Pursuant to Section
242 of the Delaware Law, a majority of the outstanding shares of voting capital
stock entitled to vote thereon is required in order to amend the Company's
Certificate of Incorporation. In order to eliminate the costs and management
time involved in holding a special meeting and in order to effect the Amendment
as early as possible in order to accomplish the purposes of the Company as
hereafter described, the Board of Directors of the Company voted to utilize the
written consent of the holders of a majority in interest of the Common Stock of
the Company. As discussed hereafter, the Board of Directors has recommended the
Amendment to make available a sufficient number of shares of Common Stock to be
issued in connection with the pending merger of a subsidiary of the Company and
Wavetek Wandel Goltermann, Inc. and to enhance the Company's corporate finance
and executive recruitment flexibility.
Pursuant to Section 228 of the Delaware Law, the Company is required to
provide prompt notice of the taking of the corporate action without a meeting to
stockholders who have not consented in writing to such action. Inasmuch as the
Company will have provided this Information Statement to its stockholders of
record, the Company will notify its stockholders of the effective date of the
Amendment at the time of distribution of its next Annual Report on Form 10-K or
its Quarterly Report on Form 10-Q. No additional action will be undertaken
pursuant to such written consents, and no dissenters' rights under the Delaware
Law are afforded to the Company's stockholders as a result of the adoption of
the Amendment.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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EXECUTIVE OFFICES
The Company's principal executive offices are located at 3 New England
Executive Park, Burlington, Massachusetts 01803-5087. Its telephone number is
(781) 272-6100.
OUTSTANDING VOTING STOCK OF THE COMPANY
As of the Record Date, there were approximately 122,000,000 shares of
Common Stock outstanding. No other shares of capital stock are outstanding. The
Common Stock is the sole class of voting securities of the Company. Each share
of Common Stock entitles the holder thereof to one vote on all matters submitted
to stockholders.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of February 29, 2000, with respect to: (i)
each current director and each currently serving Executive Officer (as defined
below) of the Company; (ii) all current directors and Executive Officers of the
Company as a group; and (iii) each current beneficial owner of five percent or
more of Common Stock.
<TABLE>
<CAPTION>
Amount and Nature Percent of
of Beneficial Common
Name Ownership (1) Stock (2)
- ----
<S> <C> <C>
Clayton, Dubilier & Rice Fund V Limited Partnership
("CDR Fund V") (3) 110,790,770 90.7%
John R. Peeler (4) 2,708,907 1.7%
Allan M. Kline (5) 1,279,769 *
Robert W. Woodbury (6) 811,656 *
Samuel W. Tishler (7) 632,379 *
Dennis E. Ferguson (8) 483,860 *
Mark V.B. Tremallo (9) 326,238 *
Ned C. Lautenbach 307,692 *
Brian H. Rowe (10) 105,923 *
Marvin L. Mann (11) 101,923 *
William O. McCoy 88,923 *
Victor A. Pelson 84,923 *
All current Directors and Executive Officers as a
group (15 persons) (12) 117,722,963 75.2%
</TABLE>
The symbol "*" denotes less than 1% of outstanding Common Stock.
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(1) Represents shares of common stock beneficially owned on February 29, 2000.
Unless otherwise noted, each person has sole voting and investment power
with respect to such shares.
(2) Based upon 156,444,998 shares of Common Stock outstanding as of February
29, 2000. Common Stock includes all shares of outstanding Common Stock
plus, as required for the purpose of determining beneficial ownership (in
accordance with Rule 13d-3 promulgated pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act")), all shares of Common Stock
subject to any right of acquisition by such person, through exercise of
conversion of any security, within 60 days of February 29, 2000. The
percent of Common Stock owned by CDR Fund V excludes the number of options
exercisable within 60 days of February 29, 2000.
(3) CD&R Associates V Limited Partnership ("Associates V") is the general
partner of CDR Fund V and has the power to direct CDR Fund V as to the
voting and disposition of shares held by CDR Fund V. CD&R Associates II,
Inc. ("Associates II Inc.") is the managing general partner of Associates V
and has the power to direct Associates V as to its direction of CDR Fund
V's voting and disposition of the shares held by CDR Fund V. No person
controls the voting and dispositive power of Associates II Inc. with
respect to the shares owned by CDR Fund V. Each of Associates V and
Associates II Inc. expressly disclaims beneficial ownership of the shares
owned by CDR Fund V. The business address of Associates II Inc.,
Associates V and CDR Fund V is 1043 Foulk Road, Suite 106, Wilmington,
Delaware 19803.
(4) Includes 2,696,960 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of February 29, 2000.
(5) Includes 1,278,600 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of February 29, 2000.
(6) Includes 811,439 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of February 29, 2000.
(7) Includes 631,879 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of February 29, 2000.
(8) Includes 483,240 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of February 29, 2000.
(9) Includes 325,629 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of February 29, 2000.
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(10) Includes 5,000 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of February 29, 2000.
(11) Includes 5,000 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of February 29, 2000.
(12) Includes 6,237,747 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of February 29, 2000.
Includes 110,790,770 shares of Common Stock owned by CDR Fund V. Ned C.
Lautenbach, Brian D. Finn, Charles P. Pieper, Joseph L. Rice, III and
Richard J. Schnall may be deemed to share beneficial ownership of the
shares owned of record by CDR Fund V by virtue of their status as
stockholders of Associates II Inc., the managing general partner of
Associates V, the general partner of CDR Fund V, but each expressly
disclaims such beneficial ownership of the shares owned by CDR Fund V. The
voting stockholders of Associates II Inc. share investment and voting power
with respect to securities owned by CDR Fund V, but no individual controls
such investment or voting power.
The Executive Officers of the Company as of February 29, 2000 were:
<TABLE>
<S> <C>
Ned C. Lautenbach Chairman, President and Chief Executive
Officer
Allan M. Kline Corporate Vice President, Chief Financial
Officer and Treasurer
John R. Peeler Corporate Vice President-Communications
Test Business and President and Chief
Executive Officer of all the Company's
communications test businesses
Dennis E. Ferguson Corporate Vice President and President of
Airshow, Inc.
Samuel W. Tishler Corporate Vice President-Corporate
Development
Mark V.B. Tremallo Corporate Vice President-General Counsel
Robert W. Woodbury, Jr. Corporate Vice President and Corporate
Controller
</TABLE>
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AMENDMENT TO CERTIFICATE OF INCORPORATION
GENERALLY.
The Board of Directors of the Company proposes to amend Article Four of the
Company's Certificate of Incorporation to increase the authorized Common Stock
to 300,000,000 shares.
REASONS FOR THE PROPOSED INCREASE IN AUTHORIZED COMMON STOCK.
The Company is currently authorized to issue a total of 200,100,000 shares
of all classes of stock, consisting of 200,000,000 shares of Common Stock, $.01
par value per share, of which approximately 122,000,000 shares were issued and
outstanding at the close of business on the Record Date, and 100,000 shares of
Preferred Stock, par value $1.00 per share, of which no shares were issued and
outstanding at the close of business on the Record Date. The Board of Directors
recommended the increase in authorized Common Stock to make available a
sufficient number of shares of Common Stock necessary to consummate the pending
merger of a subsidiary of the Company and Wavetek Wandel Goltermann, Inc. In
addition, the Board of Directors believes that increasing the authorized Common
Stock would enhance the Company's corporate finance and executive recruitment
flexibility by making a greater number of shares available for capital raising,
acquisitions and issuance pursuant to the Company's option plans. Such stock
issuances could be for cash, securities or other property, allowing the Company
to take advantage of favorable market conditions and business opportunities,
including acquisitions, and to attract or retain personnel. There can be no
assurances, nor can the Board of Directors of the Company predict, what effect,
if any, the proposed increase in the number of authorized shares of Common Stock
will have on the market price of the Company's Common Stock.
NO DISSENTER'S RIGHTS.
Under Delaware Law, stockholders are not entitled to dissenter's rights of
appraisal with respect to the Company's proposed amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock.
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The complete text of the proposed amendment to the Certificate of
Incorporation is set forth as Exhibit A to this Information Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mark V.B. Tremallo
-------------------------------------------
Name: Mark V.B. Tremallo
Title: Vice President and General Counsel
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EXHIBIT A
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF
DYNATECH CORPORATION
Dynatech Corporation (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
1. The name of the corporation is Dynatech Corporation. The date of
filing of its Certificate of Incorporation with the Secretary of State was
September 8, 1999.
2. The first paragraph of Article FOURTH of the Certificate of
Incorporation of the corporation is hereby amended in its entirety as follows:
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 300,000,000 shares,
consisting of 300,000,000 shares of Common Stock, $.01 par value per share,
and 100,000 shares of Preferred Stock, par value $1.00 per share.
3. The amendment to the Certificate of Incorporation of the
Corporation set forth in the preceding paragraphs has been duly adopted in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law, the Board of Directors of the Corporation having adopted
resolutions setting forth such amendment, declaring its advisability, and
directing that it be submitted to the stockholders of the Corporation for their
approval; and the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted
having consented in writing to the adoption of such amendment.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed this Certificate on the ____ day of ________, 2000.
DYNATECH CORPORATION
By:____________________________________
Name: Mark V.B. Tremallo
Title: Corporate Vice President-General Counsel
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