SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 9, 1999
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) 265-1000
Registrant's Telephone Number, including Area Code
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Item 5. Other Events
On November 10, 1999, the Registrant announced that it had entered into a
merger agreement with Percon Incorporated ("Percon") whereby it will acquire 100
percent of the outstanding shares of Percon for approximately $60 million. The
transaction is subject to the satisfaction of certain closing conditions and is
expected to close in early 2000.
The Registrant projects that the transaction will generate cost savings of
more than $3 million in the first year. On a pro forma basis, the combined
company projects sales in excess of $300 million for the 12 months ending
December 31, 2000 with projected diluted earnings per share of approximately
$1.05 before transaction costs. Projected earnings, exclusive of goodwill
amortization, will approximate $1.75 per share for the 12 months ending December
31, 2000.
The projections and other forward-looking statements contained in this
Report are based on estimates of future performance and are highly dependent
upon a variety of factors which could cause actual results to differ materially
from these estimates. These factors include the integration of Percon following
the contemplated merger, market acceptance of products, competitive product
offerings and pricing pressures, the ability to control manufacturing and
operating costs, foreign currency and interest rate fluctuations and the
disposition of legal issues. Reference should be made to filings with the
Securities and Exchange Commission for further discussions of factors that could
affect the Registrant's future results.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 News Release dated November 10, 1999
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: November 10, 1999 By:
-----------------------------------------
William J. Woodard
Vice President, Chief Financial
Officer & Treasurer
FOR IMMEDIATE RELEASE
For information contact:
PSC
Robert C. Strandberg, President and CEO
William J. Woodard, Vice President and CFO
Charis W. Copin, Director-Investor Relations
716-265-1600
Percon
Michael P. Coughlin, President and CEO
Andy J. Storment, EVP
Jason A. Davis, CFO
541-344-1189
PSC AND PERCON ANNOUNCE MERGER AGREEMENT
Rochester, New York--November 10, 1999--PSC Inc. (Nasdaq:PSCX), a global leader
in the manufacture and marketing of bar code scanning and automatic
identification solutions and Percon Incorporated (Nasdaq:PRCN), a manufacturer
of wireless and batch portable data terminals, decoders, input devices and data
management application software, located in Eugene, Oregon, today announced they
have entered into a merger agreement. The transaction, which was approved by the
board of directors of each company, is subject to Percon shareholder and
regulatory approvals.
PSC will pay $15.00 in cash for each outstanding share of Percon common stock.
Robert C. Strandberg will retain his position as PSC's President and Chief
Executive Officer. Andy J. Storment, Percon's Executive Vice President, will
join PSC and will direct the Company's portable data terminal and software
businesses. Michael P. Coughlin, Percon's President and CEO, will assist PSC in
a consulting capacity regarding sales channel strategies and business
development opportunities.
"This acquisition provides significant benefits for PSC shareholders and
customers, primarily because it immediately expands our product line beyond bar
code scanning into complementary and fast-growing segments of the automatic
identification and data capture industry," said Robert C. Strandberg, PSC
President and CEO. "Together we will have broader distribution for both
companies' product sets and the opportunity to reduce costs, as we capitalize on
the strengths of each company."
Michael P. Coughlin, Percon's President and CEO, said, "We are very excited
about our merger with PSC. Percon's wireless systems fit very well with PSC's
scanner product line and will enable us to offer complete data collection
solutions to customers."
- MORE -
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PSC Inc. is a leading manufacturer and marketer of bar code scanning and
automatic data collection solutions of the highest quality and exceptional
reliability. Its broad range of products includes a line of laser based and
non-laser based handheld and fixed position bar code scanners, bar code engines
and verifiers and automated carton dimensioning systems. Headquartered in the
Rochester, New York, suburb of Webster, PSC has manufacturing facilities in
Webster and Eugene, Oregon. PSC has sales and service offices throughout Europe,
Asia, Australia and the Americas.
Percon Incorporated, a recognized leader in the automatic data collection
industry, helps companies improve their productivity and inventory control by
providing affordable, high-performance wireless and batch bar code-based data
collection systems. From its Eugene, Oregon headquarters and its Paris-based
European subsidiary, Percon sells its products through distributors, value-added
resellers (VARs), original equipment manufacturers (OEMs) and system integrators
in more than 70 countries worldwide.
The projections and other forward-looking statements contained in this release
are based on estimates of future performance and are highly dependent upon a
variety of factors which could cause actual results to differ materially from
these estimates. These factors include the integration of Percon following the
contemplated merger, market acceptance of products, competitive product
offerings and pricing pressures, the ability to control manufacturing and
operating costs, foreign currency and interest rate fluctuations and the
disposition of legal issues. Reference should be made to filings with the
Securities and Exchange Commission for further discussions of factors that could
affect PSC's future results.
Further information is available at the PSC web site: www.pscnet.com and at the
Percon web site at www.percon.com.
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