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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) January 16, 1997
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.)
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Item 2 ACQUISITION OR DISPOSITION OF ASSETS
On January 16, 1997, the Company signed an agreement ("Agreement")
among Gretag AG, the three shareholders of Gretag (collectively, the
"Gretag Shareholders"), and Macbeth Holding AG ("Holding") a new Swiss
holding company to be formed by the Company and the Gretag Shareholders.
A copy of the Agreement is attached hereto as Exhibit 10(A). In
accordance with the terms of that Agreement, the Company will combine its
Macbeth color instruments business ("Macbeth") with Gretag's Color Control
Systems business ("Gretag"). Macbeth has operations in the United States,
England and Germany and Gretag has operations in Switzerland, Germany and
the United States. The combined 1996 revenues for the Macbeth and Gretag
color businesses were approximately $57 million. Holding will manufacture
and sell proprietary color appearance equipment, software, and standards
for a variety of applications. Initially, Holding will be equally
controlled by the Company and the Gretag Shareholders who will own,
respectively, 48% and 52% of Holding. This transaction is expected to be
completed during the 1997 first quarter. Subject to prevailing market
conditions, the Company and the Gretag Shareholders intend to offer shares
in Holding to European investors after the shares of Holding are listed on
the Swiss Exchange.
For purposes of financial reporting, the Company will account for
its interest in the joint venture under the equity method.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following have been filed as a part of this report:
(a) Pro forma financial information.
Pro forma condensed consolidated balance sheet of the Company at
September 30, 1996, and pro forma condensed consolidated
statements of operations for the nine months ended September 30,
1996, and for the year ended December 31, 1995.
(b) Exhibits
10.A Subscription Agreement dated as of January 15,
1997, among Gretag AG, Dr. Eduard M. Brunner,
William J. Recker, Dr. Hans R. Zulliger,
Kollmorgen Corporation, Gretag-Macbeth Holding
AG, incorporated by reference to EX-10(A) of the
Form SE filed by Federal Express on
January 31, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company 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: January 31, 1997
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KOLLMORGEN CORPORATION
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following pro forma condensed consolidated balance sheet of the
Company at September 30, 1996, presents the condensed consolidated balance
sheet as if the Gretag Macbeth joint venture ("Joint Venture") had
occurred as of that date. The pro forma condensed consolidated statements
of operations of the Company for the year ended December 31, 1995, and the
nine months ended September 30, 1996, present the condensed consolidated
results of operations as if the Joint Venture had occurred at the
beginning of the period presented.
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KOLLMORGEN CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1996
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<CAPTION>
September 30, 1996
----------------------------
Pro forma
Historical Adjustments(a) Pro forma
---------- -------------- ----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 14,096 $ (422) $ 13,674
Accounts receivable, net 39,895 (4,048) 35,847
Recoverable amounts on long-term contracts 6,510 0 6,510
Inventories 29,634 (5,559) 24,075
Prepaid expenses and other current assets 2,001 (745) 1,256
---------- ---------- ----------
Total current assets 92,136 (10,774) 81,362
Property, plant and equipment, net 27,678 (1,632) 26,046
Investment in Joint Venture 0 12,326 12,326
Other assets 19,151 (640) 18,511
---------- ---------- ----------
Total assets $ 138,965 $ (720) $ 138,245
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities $ 63,273 $ (3,494) $ 59,779
Long-term debt 53,551 0 53,551
Other liabilities and minority interest 5,820 0 5,820
Total common shareholders' equity 16,321 2,774 19,095
---------- ---------- ----------
Total liabilities and shareholders' equity $ 138,965 $ (720)$ 138,245
========== ========== ==========
<FN>
See accompanying notes to the pro forma financial statements.
</TABLE>
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<TABLE>
KOLLMORGEN CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<CAPTION>
For the nine months ended
September 30, 1996
--------------------------
Pro forma
Historical Adjustments(b) Pro forma
---------- -------------- ----------
<S> <C> <C> <C>
Net sales $ 169,658 $ (22,778) $ 146,880
Cost of sales 112,749 (11,241) 101,508
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Gross profit 56,909 (11,537) 45,372
Operating expenses 47,881 (9,591) 38,290
---------- ---------- ----------
Income from operations 9,028 (1,946) 7,082
Interest income (expense) (3,806) 0 (3,806)
Other income (expense) 459 62 521
Equity in earnings of Joint Venture (c) 0 2,456 2,456
---------- ---------- ----------
Income before taxes 5,681 572 6,253
Provision for income taxes 0 0 0
---------- ---------- ----------
Net income $ 5,681 $ 572 $ 6,253
========== ========== ==========
Weighted average shares outstanding 10,082 10,082
========== ==========
Earnings per common share: $ 0.54 $ 0.00 $ 0.62
========== ========== ==========
<FN>
See accompanying notes to the pro forma financial statements.
</TABLE>
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<TABLE>
KOLLMORGEN CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<CAPTION>
For the twelve months ended
December 31, 1995
----------------------------
Pro forma
Historical Adjustments(b) Pro forma
---------- -------------- ----------
<S> <C> <C> <C>
Net sales $ 228,655 $ (30,394) $ 198,261
Cost of sales 152,614 (14,835) 137,779
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Gross profit 76,041 (15,559) 60,482
Operating Expenses 65,025 (13,366) 51,659
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Income from operations 11,016 (2,193) 8,823
Interest income (expense) (4,007) 0 (4,007)
Other income (expense) 148 (13) 135
Equity in Earnings of Joint Venture (c) 0 3,162 3,162
---------- ---------- ----------
Income before taxes 7,157 956 8,113
Provision for income taxes 0 0 0
---------- ---------- ----------
Net income $ 7,157 $ 956 $ 8,113
========== ========== ==========
Weighted average shares outstanding 9,667 9,667
========== ==========
Earnings per common share: $ 0.26 $ 0.00 $ 0.36
========== ========== ==========
<FN>
See accompanying notes to the pro forma financial statements.
</TABLE>
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NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
(a) To record the formation of the Joint Venture and the Company's
investment therein.
(b) To record the elimination of the Company's Macbeth operations from
the consolidated results of operations of the Company.
(c) To record the Company's 48% share of the earnings of the Joint
Venture. This amount was calculated without any effect of taxes as
the shareholders of the Joint Venture utilized net operating loss
carryforwards to offset any taxes during the periods presented.
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Exhibit 10.A
SUBSCRIPTION AGREEMENT
Subscription Agreement dated as of January 15, 1997, among Gretag
AG, Dr. Eduard M. Brunner, William J. Recker, Dr. Hans R. Zulliger, Kollmorgen
Corporation, Gretag-Macbeth Holding AG, incorporated by reference to
EX-10(A) of the Form SE filed by Federal Express on January 31, 1997.
