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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date earliest event reported):
November 10, 1995
Commission file number 0-10095
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UNIT INSTRUMENTS, INC.
(Exact name of registrant as specified in its charter)
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California 33-0077406
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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22600 Savi Ranch Parkway 92687
Yorba Linda, CA (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number,
including area code: (714) 921-2640
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Autoclave Engineers, Inc.
(Former name or former address
if changed since last report)
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Item 5. Other Events.
At the Annual Meeting of Shareholders on November 10, 1995, the
shareholders approved a reincorporation Merger and Plan of Merger
whereby Autoclave Engineers, Inc. was merged into Unit
Instruments, Inc. which served to change the state of
incorporation of the Company from Pennsylvania to California.
Effective November 17, 1995, the Company's listing on the NASDAQ
was changed to Unit Instruments, Inc. from Autoclave Engineers,
Inc. with a new trading symbol of UNII. Attached as Exhibit 2.1
is the Plan of Merger as filed with the Registrant's Proxy
Statement dated October 6, 1995.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
2.1 Plan of Merger merging Autoclave
Engineers, Inc. (a Pennsylvania
Corporation) with and into Unit
Instruments, Inc. (a California
Corporation).
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.
AUTOCLAVE ENGINEERS, INC.
Date: November 22, 1995 By: /S/ Michael J. Doyle
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Michael J. Doyle, President
and Chief Executive Officer
Date: November 22, 1995 By: /S/ Gary N. Patten
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Gary N. Patten, Vice President
and Chief Financial Officer
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PLAN OF MERGER
MERGING
AUTOCLAVE ENGINEERS, INC.
(a Pennsylvania corporation)
WITH AND INTO
UNIT INSTRUMENTS INC.
(a California corporation)
RECITALS
A. AUTOCLAVE ENGINEERS, INC. ("Autoclave") is a
corporation duly organized, validly existing and in good standing
under the laws of the Commonwealth of Pennsylvania, which is
authorized to issue 12,000,000 shares of Common Stock, par value
$.15 per share ("Autoclave Common Stock"), of which 4,079,497 are
issued and outstanding.
B. UNIT INSTRUMENTS, INC. ("Unit") is a corporation duly
organized, validly existing and in good standing under the laws
of the State of California, which is authorized to issue
12,000,000 shares of Common Stock, par value $.15 per share
("Unit Common Stock"), of which 1,000 are issued and outstanding;
and 2,000,000 shares of Preferred Stock, par value $.01 per
share, none of which are issued and outstanding. Pursuant to
this Plan of Merger, Unit shall be the surviving corporation
subsequent to such merger.
C. The Board of Directors of Autoclave has adopted and
approved this Plan of Merger in accordance with the Pennsylvania
Business Corporation Law of 1988, as amended (the "PBCL") and
directed that it be submitted to the shareholders of Autoclave
for approval.
D. The Board of Directors of Unit, as well as Autoclave,
the sole shareholder of Unit, has adopted this Plan of Merger in
accordance with the California General Corporation Law (the
"CGCL").
ARTICLE I
GENERAL
1.1 The Merger. Autoclave and Unit shall effect a merger
(the "Merger") in accordance with and subject to the terms and
conditions of this Plan of Merger (the "Plan"). At the Effective
Time (as defined in Section 1.2 hereof), Autoclave shall be
merged with and into Unit; and the existence of Autoclave, except
insofar as it may be continued by law, shall cease. After the
Effective Time, Unit shall assume all the liabilities of
Autoclave.
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1.2 Effectiveness. Articles of Merger, the Plan of Merger,
and such other documents and instruments as are required by, and
complying in all respects with, the CGCL and the PBCL shall be
delivered to the appropriate state officials for filing upon
satisfaction of the conditions contained in Section 3.3 hereof.
The Merger shall become effective at the time of the filing of
the required documents under the CGCL and the PBCL (the
"Effective Time").
1.3 Further Assurances. If at any time Unit, or its
successors or assigns, shall consider or be advised that any
further assignments or assurances in law or any other acts are
necessary or desirable to (a) vest, perfect or confirm, of record
or otherwise, in Unit its right, title or interest in, to or
under any of the rights, properties or assets of Autoclave
acquired or to be acquired by Unit as a result of, or in
connection with, the Merger, or (b) otherwise carry out the
purposes of this Plan, Autoclave and its proper officers and
directors shall be deemed to have granted to Unit an irrevocable
power of attorney to execute and deliver all such proper deeds,
assignments and assurances in law and to do all acts necessary or
proper to vest, perfect or confirm title to and possession of
such rights, properties or assets in Unit and otherwise to carry
out the purposes of this Plan; and the proper officers and
directors of Unit are fully authorized in the name of Autoclave
or otherwise to take any and all such action.
1.4 Amendment. Notwithstanding shareholder approval of
this Plan, this Plan may be terminated at any time on or before
the Effective Time by agreement of the Boards of Directors of
Autoclave and Unit.
ARTICLE II
CAPITAL STOCK
2.1 Autoclave Common Stock. At the Effective Time, each
share of Autoclave Common Stock issued and outstanding
immediately prior to the Effective Time, shall, by virtue of the
Merger and without any action on the part of the holder thereof,
be converted into one validly issued, fully paid and non-
assessable share of Unit Common Stock. Shares held in the
treasury of Autoclave shall be canceled and retired and resume
the status of authorized and unissued shares of Common Stock.
2.2 Unit Common Stock and Preferred Stock. Each share of
Unit Common Stock issued and outstanding immediately prior to the
Effective Time shall be canceled and retired and resume the
status of authorized and unissued shares of Common Stock, and no
shares of Unit Common Stock or other securities of Unit shall be
issued in respect thereof. There are currently no shares of
Preferred Stock outstanding.
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2.3 Exchange of Certificates. No exchange of certificates
representing shares of Autoclave Common Stock converted pursuant
to Section 2.1 shall be required; and from and after the
Effective Time and until certificates representing such Autoclave
Common Stock are presented for exchange or registration of
transfer, all such certificates shall be deemed for all purposes
to represent the same number of shares of the class of Unit
Common Stock into which they were so converted. After the
Effective Time, whenever certificates which formerly represented
shares of Autoclave Common Stock are presented for exchange or
registration of transfer, Unit shall cause to be issued in
respect thereof, certificates representing an equal number of
shares of Unit Common Stock.
ARTICLE III
MISCELLANEOUS PROVISIONS
3.1 Articles of Incorporation and By-laws. The Articles of
Incorporation of Unit shall be unaffected by the Merger. The By-
laws of Unit shall be unaffected by the Merger.
3.2 Directors and Officers. The officers of Unit shall be
unaffected by the Merger and each such officer shall hold office
until the expiration of his or her term of office or earlier
death, resignation or removal in accordance with the Articles of
Incorporation and By-laws of Unit and applicable law. Upon
effectiveness of the Merger, the Board of Directors of Autoclave
shall, without further action, become the Board of Directors of
Unit; and each such director shall hold office until the
expiration of his or her term of office or earlier death,
resignation or removal in accordance with the Articles of
Incorporation and By-laws of Unit and applicable law.
3.3 Conditions to Merger. The obligation of Autoclave and
Unit to effect the Merger is subject to satisfaction of the
following conditions (any or all of which may be waived by
Autoclave and Unit in their sole discretion to the extent
permitted by law):
(a) the shareholders of Autoclave shall have approved
this Plan of Merger; and
(b) Autoclave shall have received an opinion of its
tax counsel, satisfactory to Autoclave and substantially to
the effect that, for federal income tax purposes (i) no gain
or loss will be recognized by Autoclave, Unit or the
shareholders of Autoclave by reason of the effectiveness of
the Merger, (ii) each Autoclave shareholder's basis in Unit
Common Stock into which such holder's Autoclave Common Stock
is converted will be the same as the tax basis of the
Autoclave Common Stock held by such holder immediately prior
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to the effectiveness of the Merger, and (iii) an Autoclave
shareholder who holds Autoclave Common Stock as a capital
asset will include in such holder's holding period for Unit
Common Stock the period during which such holder held the
Autoclave Common Stock converted into such Unit Common
Stock.
IN WITNESS WHEREOF, the parties have executed this Plan of
Merger this 10th day of November, 1995.
UNIT INSTRUMENTS, INC. AUTOCLAVE ENGINEERS, INC.
By: /S/ Michael J. Doyle By: /S/ Michael J. Doyle
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Title: President Title: President
By: /S/ Gary N. Patten By: /S/ Gary N. Patten
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Title: Secretary Title: Secretary
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