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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: OCTOBER 20, 1999
HIGH VOLTAGE ENGINEERING CORPORATION
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 1-4737 04-2035796
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
401 EDGEWATER PLACE, SUITE 680, WAKEFIELD, MASSACHUSETTS 01880
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Address of principal executive offices
Registrant's telephone number, including area code: (781) 224-1001
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ITEM 5. OTHER EVENTS.
On October 13, 1999, the Registrant announced that it entered into a
definitive purchase agreement to acquire Ansaldo Sistemi Industrialis, S.p.A.
("ASI"), a wholly owned subsidiary of Finmeccanica S.p.A. In connection with
this announcement, the Registrant issued a press release, a copy of which is
attached hereto as Exhibit 2.1 and is specifically incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
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Exhibit Number Description
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*99.1 Press release, dated October 13, 1999.
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*Filed Herewith
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SIGNATURE
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.
Dated: October 20, 1999
HIGH VOLTAGE ENGINEERING
CORPORATION
By: /s/ Joseph W. McHugh, Jr.
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Name: Joesph W. McHugh, Jr.
Title: Vice President and
Chief Financial Officer
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EXHIBIT 99.1
For Immediate Release
HIGH VOLTAGE ENGINEERING CORPORATION TO ACQUIRE
ANSALDO SISTEMI INDUSTRIALI S.p.A.
Wakefield, Massachusetts, October 13, 1999--High Voltage Engineering Corporation
("HVE") announced today the signing of a definitive purchase agreement to
acquire Ansaldo Sistemi Industriali, S.p.A. ("ASI"), a wholly owned subsidiary
of Finmeccanica S.p.A. The combined HVE and ASI will have pro forma revenues of
approximately $500 million.
The purchase of ASI will significantly strengthen HVE's global position in
industrial automation components and systems and will combine the operations of
its Robicon subsidiary, based in Pittsburgh, PA with ASI, headquartered in
Genoa, Italy. The combined ASI and Robicon will have pro forma revenues in
excess of $300 million with broad solutions capability in medium AC motor
drives, AC and DC low voltage motor drives, AC and DC motors, DC power
conversion equipment and fully integrated industrial automation systems.
The combined ASI and Robicon will benefit from significant product, market and
channel synergies with an installed base in over 60 countries worldwide. ASI
with significant industrial automation market presence throughout Europe and the
Middle East will complement Robicon's high power conversion market strength in
North and South America, Japan and China. ASI's Ross Hill and Hill Graham
subsidiaries in Houston, Texas and the United Kingdom, respectively, will
provide additional power conversion expertise.
Russell L. Shade Jr., Chief Executive Officer of HVE commented, "the combination
of ASI's applications expertise in metals and steel, pulp and paper, marine and
cable combined with Robicon's applications expertise in water and wastewater
treatment systems, oil and gas, power generation, glass, and cement sectors will
provide customers a global organization capable of meeting their industrial
automation needs."
HVE owns and operates a diversified group of five middle market manufacturing
businesses that focus on designing and manufacturing high quality, applications-
engineered products designed to address customer needs. HVE's businesses
include: Physical Electronics Inc. (Eden Prairie, MN); Maxima Technologies Inc.
(Lancaster, PA); Robicon Corporation (Pittsburgh, PA); Anderson Interconnect
Inc. (Sterling, MA); and High Voltage Engineering Europa BV (Amersfoort, The
Netherlands).
For Further Information Contact:
Joe McHugh, Chief Financial Officer
Phone: 781-224-1001, Ext. 102
Fax: 781-224-1011
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This document contains certain forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995, including
statements about expected pro forma revenue increases at HVE and Robicon. The
words "will," "could result," "expects," and "should" and similar expressions
are intended to identify such forward-looking statements. Such forward-
looking statements are subject to risks and uncertainties which could cause
actual results to differ materially from those anticipated. Such risks and
uncertainties include, but are not limited to, fluctuations in customer
demand, intensity of competition, difficulty in integrating new businesses
and operations, the Company's high level of indebtedness and potential
difficulties in obtaining acceptable sources of financing, timing and
acceptance of new product introductions, and general economic and industry
conditions. These risks are discussed in greater detail in the Company's
Annual Report on Form 10-K for the Company's fiscal year ended April 24, 1999
and the "Risk Factors" section in the Company's Prospectus dated May 12, 1998
on file with the Securities and Exchange Commission. The Company assumes no
obligation to update the information contained in this press release.
High Voltage Engineering Corporation, 401 Edgewater Place, Suite 680,
Wakefield, Massachusetts 01880
