<PAGE>
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) February 19, 1996
KOLLMORGEN CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-5562 04-2151861
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1601 Trapelo Road, Waltham, Massachusetts 02154
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 890-5655
None
(Former name or former address, if changed since last report.)
<PAGE>
<PAGE>2
Item 5. Other Events
Pursuant to the terms of the Preferred Stock Agreement dated
March 27, 1990 ("Preferred Agreement") among the Company and the persons
listed on Schedule 1 thereto, the Company, on February 19, 1996, redeemed
all of the outstanding $23.2 million Series D Convertible Preferred Stock
("Preferred Stock") at 110% of par value plus accrued and unpaid
dividends. The Preferred Stock had a dividend rate of 9.5% per year and
was convertible into 1,717,591 shares of the Company's Common Stock, $2.50
par value at a conversion price of $13.50 per share.
The redemption of the Preferred Stock by the Company resulted in a
one-time charge to shareholder's equity of $2.3 million or $0.24 per share
of Common Stock.
The Company financed the redemption of the Preferred Stock through
a five year $25 million amortizing term loan bearing interest at 7.45%
("Term Loan") provided under the Company's Third Amended and Restated
Credit Agreement among the Company, The First National Bank of Boston and
other financial institutions listed thereto, and The First National Bank
of Boston, as Agent ("Credit Agreement"). In addition to the Term Loan,
the Credit Agreement provides a stand-by letter of credit and revolving
credit facility of up to $20 million, with a $12.5 million sublimit on
letters of credit. The obligations of the Company under the Credit
Agreement are secured by substantially all of the Company's tangible and
intangible assets.
Item 7. Financial Statements and Exhibits
(c) Exhibits -
10(A) Third Amended and Restated Credit Agreement dated as
of January 19, 1996, among Kollmorgen Corporation, The
First National Bank of Boston, Certain Other Financial
Institutions listed on Schedule 1, and the First
National Bank of Boston, as Agent, incorporated by
reference to EX-10(A) of the Form SE filed on
February 23, 1996
<PAGE>
<PAGE>3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Corporation has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KOLLMORGEN CORPORATION
By: /s/ Robert J. Cobuzzi
Robert J. Cobuzzi, Senior Vice President,
Treasurer and Chief Financial Officer
Date: February 26, 1996
<PAGE>
Exhibit 10(A)
Third Amended and Restated Credit Agreement dated as of January 19, 1996,
among Kollmorgen Corporation, The First National Bank of Boston, Certain
Other Financial Institutions listed on Schedule 1, and the First National
Bank of Boston, as Agent, incorporated by reference to EX-10(A) of the
Form SE filed on February 23, 1996
