<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:
[ ] PRELIMINARY INFORMATION STATEMENT [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14C-5(D)(2))
[X] 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 Logo]
NOTICE OF PROPOSED CORPORATE ACTION
Burlington, Massachusetts
August 9, 2000
To the Stockholders of
Dynatech Corporation:
Enclosed is an Information Statement that describes a proposed amendment to
Dynatech's Certificate of Incorporation. We are providing this statement for
information purposes only and we are not soliciting your vote.
By Order of the Board of Directors
/s/ Mark V.B. Tremallo
Mark V.B. Tremallo
Corporate Vice President--General
Counsel
<PAGE>
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"). On July 26, 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 change the Company's name
from "Dynatech Corporation" to "Acterna Corporation" and so approved and
recommended such amendment.
The proposed Amendment to the Certificate of Incorporation will become
effective upon (i) the written consent of the holders of not less than a
majority of the Company's Common Stock and (ii) the filing of the Amendment
with the Secretary of State of the State of Delaware. The Company anticipates
that Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier
& Rice Fund VI Limited Partnership, its controlling stockholders, will give
their written consent to the adoption of the Amendment and that the filing of
the Amendment will occur on or about August 29, 2000. If the proposed Amendment
is not adopted by written consent, the Company will be required to convene a
special stockholders' meeting 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 August 9, 2000. The record date established
by the Company for purposes of determining the number of outstanding shares of
Common Stock of the Company is July 26, 2000 (the "Record Date").
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.
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 Quarterly Report on Form
10-Q. No additional action will be undertaken pursuant to such written consent,
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 188,781,883 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 June 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
of Beneficial Percent of
Name Ownership(1) Common Stock (2)
---- ----------------- ----------------
<S> <C> <C>
Clayton, Dubilier & Rice Fund V
Limited Partnership ("CDR Fund V")
(3).................................. 123,290,770 65.8%
Clayton, Dubilier & Rice Fund VI
Limited Partnership ("CDR Fund VI")
(4).................................. 30,625,000 16.4
John R. Peeler (5).................... 2,738,907 1.2
Allan M. Kline (6).................... 1,309,769 *
Robert W. Woodbury (7)................ 860,856 *
Samuel W. Tishler (8)................. 581,088 *
Dennis E. Ferguson (9)................ 522,660 *
Mark V.B. Tremallo (10)............... 354,489 *
Ned C. Lautenbach..................... 307,692 *
Brian H. Rowe (11).................... 109,923 *
Marvin L. Mann (12)................... 105,923 *
William O. McCoy...................... 97,923 *
Victor A. Pelson...................... 88,923 *
Peter Wagner.......................... 66,500 *
All current Directors and Executive
Officers as a group (15 persons)
(13)................................. 161,060,423 73.5%
</TABLE>
--------
The symbol "*" denotes less than 1% of outstanding Common Stock.
(1) Represents shares of common stock beneficially owned on June 29, 2000, but
does not include shares acquired pursuant to the Company's rights
offering, which was completed on June 30, 2000. Unless otherwise noted,
each person has sole voting and investment power with respect to such
shares.
(2) Based upon 187,235,650 shares of Common Stock outstanding as of June 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 June 29, 2000. The percent
of Common Stock owned by CDR Fund V and CDR Fund VI is calculated based
upon the number of shares outstanding and does not include shares issuable
upon the exercise of outstanding options.
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(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 Investment
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) CD&R Associates VI Limited Partnership ("Associates VI") is the general
partner of Clayton, Dubilier & Rice Fund VI Limited Partnership ("CDR Fund
VI") and has the power to direct CDR Fund VI as to the voting and
disposition of shares held by CDR Fund VI. CD&R Investment Associates VI,
Inc. ("Associates VI Inc.") is the managing general partner of Associates
VI and has the power to direct Associates VI as to its direction of CDR
Fund VI's voting and disposition of the shares held by CDR Fund VI. No
person controls the voting and dispositive power of Associates VI Inc.
with respect to the shares owned by CDR Fund VI. Each of Associates VI and
Associates VI Inc. expressly disclaims beneficial ownership of the shares
owned by CDR Fund VI. The business address of Associates VI Inc.,
Associates VI and CDR Fund VI is 1403 Foulk Road, Suite 106, Wilmington,
Delaware 19803.
(5) Includes 2,030,866 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of June 29, 2000.
(6) Includes 1,293,600 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of June 29, 2000.
(7) Includes 860,639 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of June 29, 2000.
(8) Includes 580,479 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of June 29, 2000.
(9) Includes 522,040 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of June 29, 2000.
(10) Includes 338,469 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of June 29, 2000.
(11) Includes 5,000 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of June 29, 2000.
(12) Includes 5,000 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of June 29, 2000.
(13) Includes 5,641,093 shares of Common Stock issuable upon exercise of stock
options which are exercisable within 60 days of June 29, 2000. Includes
123,290,770 shares of Common Stock owned by CDR Fund V and 30,625,000
shares owned by CDR Fund VI. Ned C. Lautenbach, Brian D. Finn, 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 and CDR Fund VI by
virtue of their status as stockholders of Associates II Inc. and
Associates VI Inc., respectively, the managing general partner of
Associates V and Associates VI, respectively, the general partner of CDR
Fund V and CDR Fund VI, respectively, but each expressly disclaims such
beneficial ownership of the shares owned by CDR Fund V and CDR Fund VI.
The voting stockholders of Associates II Inc. and Associates VI Inc. share
investment and voting power with respect to securities owned by CDR Fund V
and CDR Fund VI, respectively, but no individual controls such investment
or voting power.
The Executive Officers of the Company as of June 29, 2000 were:
<TABLE>
<C> <S>
Ned C. Lautenbach................ Chairman, President and Chief
Executive Officer
Allan M. Kline................... Corporate Vice President, Chief
Financial Officer
and Treasurer
</TABLE>
3
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<TABLE>
<S> <C>
John R. Peeler................... Corporate Vice President and President and Chief
Executive Officer of Communications Test Business
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>
AMENDMENT TO CERTIFICATE OF INCORPORATION
Generally.
The Board of Directors of the Company proposes to amend Article First of the
Company's Certificate of Incorporation to change the Company's name from
"Dynatech Corporation" to "Acterna Corporation".
Reasons for the Proposed Name Change.
The Board of Directors proposes to amend the Company's certificate of
incorporation to change its name from "Dynatech Corporation" to "Acterna
Corporation". Due to the recent merger with Wavetek Wandel Goltermann, Inc. and
the Company's planned divestiture of its industrial computing and
communications business, the Company's strategic focus has shifted to its
communications test business. The Company's communications test business is the
world's second largest developer, manufacturer and marketer of instruments,
systems, software and services to test, deploy, manage and optimize
communications networks, equipment and services. The Company believes that its
new name will better reflect the Company's primary focus on its communications
test business.
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.
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
4
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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. Article FIRST of the Certificate of Incorporation of the Corporation
is hereby amended in its entirety as follows:
FIRST: The name of the corporation is Acterna Corporation (the
"Corporation").
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
