SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LXE Inc.
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(Name of Issuer)
Common Stock, par value $.01 Per Share
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(Title of Class of Securities)
502465 10 7
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(CUSIP Number)
William S. Jacobs
Electromagnetic Sciences, Inc.
660 Engineering Drive
Technology Park/Atlanta
P.O. Box 7700
Norcross, Georgia 30091-7700
(770) 263-9200, ext. 4214
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 31, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13 G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement of file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent
of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosure provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
1. Names of Reporting Person (S.S. or I.R.S. Identification
Nos. of Above Persons):
Electromagnetic Sciences, Inc. 58-1035424
LXE Inc. 58-1829757
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
a.
b.
3. SEC Use Only
4. Source of Funds (See Instructions): WC, OO
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: Georgia
Number of Shares 7. Sole Voting Power: 5,574,518
Beneficially owned 8. Shared Voting Power:
by Each Reporting 9. Sole Dispositive Power: 5,574,518
Person With: 10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 5,574,518
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions):
Not Applicable
13. Percent of Class represented by amount in Row (11):
100%
14. Type of Reporting Person (See Instructions): CO
Item 2. Identity and Background.
In addition to Electromagnetic Sciences, Inc. ("ELMG"), the
person filing this Statement is LXE Inc., a Georgia corporation
originally organized under the name LXE Merger Subsidiary, Inc.
("MergSub"), whose name was changed to LXE Inc. in the Merger
described in Item 5. MergSub is a wholly owned subsidiary of
ELMG and was organized solely for the purpose of effecting the
Merger. The address of MergSub's principal business and executive
offices is 303 Research Drive, Technology Park/Atlanta, Norcross,
Georgia 30092.
MergSub has not, during the past five years, been convicted
in a criminal proceeding, nor been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
resulting in MergSub having been subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities
laws, or finding any violation with respect to such laws.
The names, addresses, and present principal occupation or
employment, and the name, principal business and address of any
corporation or other organization in which such employment is
conducted, of each of MergSub's executive officers and directors
are as follows. No other individual or corporation (other than
ELMG) controls MergSub. Each of the following individuals is a
citizen of the United States:
Name and
Name and Position Principal Occupation Address of
With MergSub (if different) Employer
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Don T. Scartz Senior Vice President and ELMG
Director, Treasurer Chief Financial Officer, 660 Engineering Dr.
and Chief Financial and Treasurer, of ELMG Norcross, GA 30092
Officer
Thomas E. Sharon Chief Executive Officer of ELMG
Chairman of the Board ELMG 660 Engineering Dr.
and Chief Executive Norcross, GA 30092
Officer
William S. Jacobs Vice President and ELMG
Director, General General Counsel of ELMG 660 Engineering Dr.
Counsel and Secretary Norcross, GA 30092
John J. Farrell LXE Inc.
President 303 Research Dr.
Norcross, GA 30092
William H. Roeder LXE Inc.
Vice President, 303 Research Dr.
Product Marketing Norcross, GA 30092
None of the foregoing individuals has, during the past five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any such individual
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in such
person being or having been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
Item 5. Interest and Securities of the Issuer.
On November 27, 1996, ELMG initiated its offer (the
"Exchange Offer") to exchange .75 of its shares of common stock
for each LXE Share tendered for exchange and not withdrawn on or
prior to December 30, 1996, subject to the conditions that the
number of LXE Shares so tendered would increase ELMG's ownership
to in excess of 90% of the outstanding LXE Shares, and subject to
the further condition that the transaction had been approved by
the shareholders of ELMG. ELMG shareholder approval occurred at
a Special Meeting of the shareholders held on December 30, 1996,
by a vote of 4,098,015 shares in favor and 205,015 shares
against. At the expiration of the Exchange Offer, 812,542 LXE
Shares had been tendered for exchange, and these Shares were
accepted for exchange by ELMG on December 31, 1996. Following
such acceptance, ELMG held 5,355,716 LXE Shares or 96% of those
outstanding. Also on December 31, 1996, ELMG transferred its LXE
Shares to its wholly owned subsidiary, MergSub, and MergSub
exercised its right, as the holder of in excess of 90% of the
outstanding LXE Shares, to cause a merger (the "Merger") with LXE
in which all remaining publicly held LXE Shares were each
converted into .75 ELMG Shares. In connection with the Merger,
the name of MergSub was changed to LXE Inc., and it survived as a
wholly owned subsidiary of ELMG, holding all business assets and
operations previously held by LXE Inc. The former officers of
LXE Inc. continue as officers of the surviving subsidiary, and
following the Merger the Board of Directors of the surviving
subsidiary included no members who were not employed by or
otherwise affiliated with ELMG.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
As a result of the Merger, the LXE Inc. shares are no longer
quoted for trading in the NASDAQ National Market System or in any
other market, and will be deregistered under Section 12(g) of the
Securities Exchange Act of 1934, as amended.
Item 7. Material to be Filed as Exhibits
1. Agreement and Plan of Merger entered as of December 31,
1996, among Electromagnetic Sciences, Inc., LXE Inc. and
LXE Merger Subsidiary, Inc.
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is
true, complete and correct.
January 6, 1996
ELECTROMAGNETIC SCIENCES, INC.
By: /s/ Thomas E. Sharon
--------------------------
Thomas E. Sharon
President and Chief
Executive Officer
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
Exhibit 1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT is entered into as of December 31, 1996 among
Electromagnetic Sciences, Inc., a Georgia corporation ("ELMG"),
LXE Inc., a Georgia corporation ("LXE"), and LXE Merger
Subsidiary, Inc., a Georgia corporation wholly owned by ELMG
("Mergsub").
WHEREAS, the shareholders and the Board of Directors of
ELMG, and the Board of Directors of Mergsub, have approved the
merger of LXE with and into Mergsub (the "Merger") upon the terms
and subject to the conditions set forth herein and in accordance
with the provisions of the Georgia Business Corporation Code (the
"GBCC"); and
WHEREAS, Mergsub owns at least 90% of the issued and
outstanding common stock, $.01 par value per share, of LXE (the
"LXE Shares"), and, therefore, the Merger can be effected
pursuant to Section 14-2-1104 of the GBCC without the approval of
the Board of Directors of LXE or the shareholders of Mergsub or
LXE.
THEREFORE, in consideration of the foregoing premises and
the mutual agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, LXE and Mergsub, intending to be legally
bound, hereby agree as follows:
ARTICLE I
MERGER
1.1 The Merger. At the Effective Time (as defined in
Section 1.3). LXE shall be merged with and into Mergsub as
provided herein. Thereupon, the corporate existence of Mergsub,
with all its purposes, powers and objects, shall continue
unaffected and unimpaired by the Merger, and the corporate
identity and existence, with all the purposes, powers and
objects, of LXE shall be merged into Mergsub, and Mergsub, as the
corporation surviving the Merger, shall be fully vested
therewith. The separate existence and corporate organization of
LXE shall cease upon the Merger becoming effective as herein
provided and thereupon Mergsub and LXE shall be a single
corporation (herein sometimes called the "Surviving
Corporation").
1.2 Filing. The Surviving Corporation shall cause a
certificate of merger in substantially the form of Exhibit A
attached hereto (the "Certificate of Merger") to be filed with
the office of the Secretary of State of Georgia on the date
mutually agreed by ELMG, LXE and Mergsub.
1.3 Effective Time of the Merger. The Merger shall be
effective at the time that the filing of the Certificate of
Merger with the Secretary of State of Georgia is completed, which
time is sometimes referred to herein as the "Effective Time" and
the date thereof is referred to herein as the "Effective Date."
ARTICLE II
ARTICLES OF INCORPORATION; BYLAWS;
DIRECTORS AND OFFICERS
2.1 Article. The Articles of Incorporation of Mergsub as
in effect immediately before the Effective Time shall be the
Articles of Incorporation of the Surviving Corporation, except
that the name of the Surviving Corporation shall be LXE Inc.
2.2 Bylaws. The Bylaws of Mergsub as in effect immediately
before the Effective Time shall continue unchanged as the Bylaws
of the Surviving Corporation until they are altered, amended or
repealed in accordance with law, the Articles of Incorporation of
the Surviving Corporation or such Bylaws.
2.3 Directors and Officers.
(a) From and after the Effective Time, the members of the
Board of Directors of the Surviving Corporation shall consist of
the members of the Board of Directors of Mergsub immediately
before the Effective Date, each of such persons to serve until
his or her successor is elected and qualified or until his or her
earlier death, resignation or removal. If, on or after the
Effective Time, a vacancy exists in the Board of Directors of the
Surviving Corporation, such vacancy may thereafter be filled in
the manner provided by law and the Bylaws of the Surviving
Corporation.
(b) From and after the Effective Time, each of the officers
of LXE shall be such officer of the Surviving Corporation until
his or her successor is elected and qualified or until his or her
earlier death, resignation or removal, and in such capacity shall
be vested with any and all authority and responsibility to which
he or she was theretofore vested in his or her capacity as an
officer of LXE.
ARTICLE III
CONVERSION AND EXCHANGE OF SHARES;
FRACTIONAL SHARES; STOCK OPTIONS
3.1 Conversion. At the Effective Time, the issued LXE
Shares shall, by virtue of the Merger and without any action on
the part of the holders thereof, become and be converted or be
cancelled as follows: (A) Each outstanding share (excluding any
shares held in the treasury, or owned by Mergsub, LXE or any
subsidiary of LXE) shall be converted into and become the right
to receive .75 shares of common stock, $.10 par value per share,
of ELMG ("ELMG Shares"); and (B) each LXE Share held in the
treasury, or owned by Mergsub, LXE or any subsidiary of LXE shall
be cancelled, retired and cease to exist, and no payment shall be
made in respect thereof.
3.2 Exchange of Shares; Fractional Shares.
(a) ELMG has selected a bank or trust company to act as
exchange agent (the "Exchange Agent") for the payment of the
consideration specified in Section 3.1(A), upon surrender of
certificates representing LXE Shares. Promptly after the
Effective Time, ELMG shall deposit or cause to be deposited with
the Exchange Agent the number of newly-issued ELMG Shares
required to be exchanged for LXE Shares pursuant to the Merger.
(b) Promptly after the Effective Time, the Exchange Agent
shall mail to each record holder (other than ELMG), as of the
Effective Date, of an outstanding certificate or certificates
which immediately before the Effective Time represented LXE
Shares (each a "Certificate" and collectively the "Certificates")
a form letter of transmittal (which shall specify that delivery
shall be effected, and risk of loss and title to each Certificate
shall pass, only upon proper delivery of such Certificate to the
Exchange Agent) and instructions for use in effecting the
surrender of the Certificates in exchange for ELMG Shares. Upon
surrender to the Exchange Agent of a Certificate, together with
such letter of transmittal, duly executed, the holder of such
Certificate shall be entitled to receive in exchange therefor the
appropriate number of ELMG Shares and such Certificate shall
forthwith be cancelled.
(c) No holder of LXE Shares shall receive fractional ELMG
Shares in the Merger, and all such fractional share interests
that otherwise would be issued shall be aggregated and sold by
the Exchange Agent, which shall distribute the proceeds of such
sale to the former holders of LXE Shares pro rata based on the
fractional share interest each such holder would otherwise be
entitled to receive.
(d) All consideration paid upon the surrender of LXE Shares
in accordance with the terms hereof shall be deemed to have been
paid, in full satisfaction of all rights pertaining to such
shares. After the Effective Time, there shall be no registration
of transfers on the stock transfer books of LXE of LXE Shares
which were outstanding immediately before the Effective Time.
If, after the Effective Time, Certificates are presented to the
Surviving Corporation for any purpose, they shall be cancelled
and exchanged for the consideration provided in this Article III.
3.3 Stock Options. At the Effective Time, all outstanding
stock options that have been granted under LXE's 1989 Stock
Incentive Plan (the "LXE Plan") shall be converted into options
to acquire a proportionate number of ELMG Shares under ELMG's
1992 Stock Incentive Plan (the "ELMG Plan"). To effect such
conversion, each option to acquire an LXE Share under the LXE
Plan outstanding immediately before the Effective Time shall be
converted into an option to acquire .75 ELMG Shares under the
ELMG Plan, and the per-share exercise price of each such
converted option shall be increased by one-third.
ARTICLE IV
CERTAIN EFFECTS OF THE MERGER
4.1 Effect of the Merger. On and after the Effective Time
and pursuant to the GBCC, the Surviving Corporation shall possess
all the rights, privileges, immunities, powers and purposes of
each of LXE and Mergsub; all of the property, real and personal,
including subscriptions to shares, causes of action and every
other asset of LXE and Mergsub shall vest in the Surviving
Corporation without further act or deed; and the Surviving
Corporation shall assume and be liable for all the liabilities,
obligations and penalties of LXE and Mergsub. No liability or
obligation due or to become due and no claim or demand for any
cause existing against either LXE or Mergsub, or any shareholder,
officer or director thereof, shall be released or impaired by the
Merger, and no action or proceeding, whether civil or criminal,
then pending by or against LXE or Mergsub, or any shareholder,
officer or director thereof, shall abate or be discontinued by
the Merger, but may be enforced, prosecuted, settled or
compromised as if the Merger had not occurred, or the Surviving
Corporation may be substituted in any such action or special
proceeding in a place of LXE or Mergsub.
4.2 Further Assurances. If at any time after the Effective
Time, the Surviving Corporation determines that any further
deeds, assignments or assurances in law or any other things are
necessary, desirable or proper to vest, perfect or confirm, of
record or otherwise, in the Surviving Corporation, the title to
any property or rights of LXE acquired or to be acquired by
reason of, or as a result of, the Merger, LXE and Mergsub agree
that LXE, Mergsub and their proper officers and directors shall
and will execute and deliver all such proper deeds, assignments
and assurances in law and do all things necessary, desirable or
proper to vest, perfect or confirm title to such property or
rights in the Surviving Corporation and otherwise to carry out
the purpose of this Agreement, and that the proper officers and
directors of Mergsub and the proper officers and directors of the
Surviving Corporation are fully authorized in the name of Mergsub
or otherwise to take any and all such action.
ARTICLE V
MISCELLANEOUS
5.1 Closing. A closing (the "Closing" and the date and
time thereof being the "Closing Date") will be held as soon as
practicable at such place as the parties may agree. Immediately
thereafter, the Certificate of Merger will be filed.
5.2 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
5.3 Headings. The headings of articles and sections herein
are for convenience of reference, do not constitute a part of
this Agreement, and shall not be deemed to limit or affect any of
its provisions.
5.4 Variations and Amendment. This Agreement may be varied
or amended only by written action of ELMG, LXE and Mergsub.
5.5 Governing Law. This Agreement shall be governed by,
and construed and enforced in accordance with, the laws of the
State of Georgia, without regard to its conflict of laws rules.
5.6 Entire Agreement. This Agreement constitutes the
entire agreement among the parties with respect to the subject
matter hereof and supersedes all other prior agreements and
understandings, both written and oral, between the parties with
respect to the subject matter hereof.
5.7 Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, all of
which shall remain in full force and effect.
IN WITNESS WHEREOF, ELMG, LXE and Mergsub have executed this
Merger Agreement as of the date first above written.
ELECTROMAGNETIC SCIENCES, INC.
By: /s/ Thomas E. Sharon
------------------------
Title: President and Chief
Executive Officer
Attest:
/s/ William S. Jacobs
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William S. Jacobs, Secretary
LXE MERGER SUBSIDIARY, INC.
By: /s/ Thomas E. Sharon
-------------------------
Title: President
Attest:
/s/ William S. Jacobs
- ----------------------------
William S. Jacobs, Secretary
LXE INC.
By: /s/ Thomas E. Sharon
---------------------------
Title: Chief Executive Officer
Attest:
/s/ William S. Jacobs
- ----------------------------
William S. Jacobs, Secretary
