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) - May 20, 1996
PSC Inc.
(Exact name of Registrant as Specified in its Charter)
New York
(State or other jurisdiction of Incorporation)
0-9919 16-0969362
(Commission File Number) (IRS Employer Identification No.)
675 Basket Road, Webster, New York 14580
(Address of Principal Executive Offices)
(716) 265-1600
Registrant's Telephone Number, including Area Code)
<PAGE>
2
Item 5. Other Events
On May 21, 1996 the Registrant announced that it had signed a definitive
asset and stock purchase agreement with Spectra-Physics AB of Sweden to acquire
its Data Capture Group which includes Spectra-Physics Scanning Systems, Inc.,
TXCOM and related businesses for approximately $140 million. The transaction is
subject to the satisfaction of certain closing conditions and is expected to
close within sixty days.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 News Release dated May 21, 1996
<PAGE>
3
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 hereunto duly authorized.
PSC Inc.
(Registrant)
Date: May 22, 1996 By: /s/ William J. Woodard
William J. Woodard
Vice President Finance &
Treasurer
FOR RELEASE ON MAY 21, 1996 7:00 AM EDT EXHIBIT
For Financial Information contact:
William J. Woodard, Vice President, Finance & Treasurer
(716) 265-1600
For Press Information contact:
Stuart M. Itkin, Vice President, Worldwide Marketing
(716) 265-1600
PSC ANNOUNCES AGREEMENT TO PURCHASE
SPECTRA-PHYSICS SCANNING SYSTEMS
Rochester, New York (May 21, 1996) PSC Inc. (Nasdaq: PSCX) today announced that
it has signed a definitive asset and stock purchase agreement with
Spectra-Physics AB of Sweden to acquire its Data Capture Group which includes
Spectra-Physics Scanning Systems, Inc., TXCOM and related businesses ("Spectra")
for approximately $140 million. The transaction is expected to close within
sixty days. Spectra, which is headquartered in Eugene, Oregon, is the world's
leading manufacturer of countertop and in-counter fixed position bar code
scanners for retail point-of-sale applications.
L. Michael Hone, President, Chairman, and Chief Executive Officer of PSC stated,
"The acquisition of Spectra gives us the broadest line of handheld and fixed
position laser bar code readers of any manufacturer in the world. As a result,
PSC becomes the only company that can address all bar code reading needs
throughout the retail supply chain from point-of-sale checkout back to the
manufacturing floor and to the source of raw materials, throughout the
transportation and logistics process. The addition of Spectra enables us to
expand more quickly into the retail segment which today accounts for
approximately 50% of the bar code market. In addition, Spectra has established
international operations in Europe, Latin America and the Pacific Rim which
should help us penetrate these markets with traditional PSC products more
quickly."
Commenting on this acquisition, John O'Brien, President of Spectra stated, "Our
business is strong, and we anticipate 1996 revenues of approximately $115
million. Becoming a part of a company that is focused on bar code reading is
exciting and should enable us to aggressively pursue new products and emerging
opportunities like retail self-checkout systems, wireless RF systems and package
sortation systems. Spectra has a strong distribution network and premier list of
end users for our products. Both represent strong opportunities for PSC's
handheld bar code readers and commercial fixed position scanners."
William J. Woodard, PSC Vice President of Finance and Treasurer, stated "At
closing the acquisition will be accounted for as a purchase and be funded by a
combination of cash and PSC common stock. The cash portion of approximately $125
million will be financed by a combination of senior and subordinated debt. PSC
anticipates allocating a significant portion of the purchase price to acquired
in-process research and development as required by generally accepted accounting
principles, resulting in a charge to the Company's operations at closing."
PSC is a leading manufacturer of laser-based handheld and fixed position bar
code readers, bar code verifiers and automated carton dimensioning systems for
automated data collection in retail, manufacturing, transportation,
distribution, food and health care industries and government. PSC has
manufacturing facilities in Rochester, New York, and Orlando, Florida.
Spectra-Physics Group is a world class manufacturer providing the highest
quality, leading edge electro-optical measurement instruments, equipment and
solutions in order to enhance its customers' efficiency and productivity.
# # #
