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Rule 424(b)(1)
Registration Statement No. 333-34707
PROSPECTUS
174,522 Shares
KOLLMORGEN CORPORATION
Common Stock
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All of the 174,522 shares (the "Shares") of Common Stock of Kollmorgen
Corporation, a New York corporation (the "Company"), offered hereby (the
"Offering") are being sold by one shareholder of the Company (the "Selling
Shareholder"). Neither the Company nor any of its officers and directors will
receive any proceeds from the Offering.
Holders of the Common Stock are entitled to one vote per share. See
"Description of Common Stock."
The Common Stock is currently traded on the New York Stock Exchange, Inc.
under the symbol KOL. The last reported closing price of the Common Stock on
September 8, 1997, was $17.375.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
=============================================================================
Price to Underwriting Discounts Proceeds to Selling
Public(1) and Commissions Shareholder(2)
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share $17.375 $-0- $17.375
- -----------------------------------------------------------------------------
Total $3,032,319.75 $-0- $3,032,319.75
=============================================================================
</TABLE>
(1) Estimated based upon the closing price of the Common Stock on September 8,
1997. These securities may be offered in various types of sale transactions
or transactions involving various types of dispositions (which may or may
not involve brokers, dealers, and/or cash transactions), possibly including
sales at the market or prices not presently determinable or distributions
of all or part of the Shares to persons holding beneficial interests in the
Selling Shareholder. See "Plan of Distribution."
(2) Before deducting expenses of the Offering, all of which are payable by the
Company, estimated at $10,000.
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The date of this Prospectus is September 9, 1997.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Shares. For the
purposes hereof, the term "Registration Statement" means the original
Registration Statement and any and all amendments thereto, including the
schedules and exhibits to such Registration Statement or any such amendment.
This prospectus, which forms a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, to which
reference is hereby made. Each statement made in this Prospectus concerning a
document filed as an exhibit to the Registration Statement is qualified in its
entirety by reference to such exhibit for a complete statement of its
provisions.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission
("SEC"). Reports, proxy statements and other information filed by the Company
can be inspected and copied at the public reference facilities of the SEC,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, as well as the
following Regional Offices: 7 World Trade Center, Suite 1300, New York, New
York 10048; and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies can be obtained by mail at prescribed
rates. Requests should be directed to the SEC's Public Reference Section,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549.
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The Company furnishes its shareholders with annual reports containing
consolidated financial statements audited by independent auditors.
THE OFFERING
All of the Shares being offered hereby are being offered on behalf of the
Selling Shareholder identified herein under "Selling Shareholder" in the manner
described herein under "Plan of Distribution." The following table sets forth
certain information concerning this Offering which should be read in conjunction
with the information appearing elsewhere in this Prospectus or in the documents
incorporated herein by reference:
<TABLE>
<S> <C>
Common Stock being offered
by the Selling Shareholder: . . . . . . . . . 174,522 shares
Shares outstanding before and
after this Offering (1) Common Stock. . . 9,958,531 shares
Use of Proceeds: The Shares offered hereby are being
sold by the Selling Shareholder. The
Company will not receive any of the
proceeds from the Offering.
New York Stock Exchange, Inc. Common Stock . . . . . . . . . . KOL
</TABLE>
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(1) Based upon shares outstanding on August 28, 1997. Does not include
1,061,778 shares reserved for issuance upon the exercise of stock options,
and 956,041 shares reserved for issuance upon conversion of certain Company
convertible debentures. If all of these additional shares were issued as
of such date, there would have been 12,150,872 shares of Common Stock
outstanding.
THE COMPANY
Kollmorgen Corporation (the "Company") was incorporated in the State of New
York in 1916. The Company primarily manufactures and sells worldwide high
performance permanent magnet motors, associated electronic components and
related systems to industrial, commercial and the aerospace/defense markets. In
addition, it manufactures and sells worldwide electro-optical systems for
various weapon systems and provides consulting engineering services to domestic
nuclear and fossil fuel power plants.
SELLING SHAREHOLDER
The Selling Shareholder is Dr. Ilan Cohen (the "Selling Shareholder").
Pursuant to certain agreements in connection with the Company's acquisition of
Servotronix, Ltd ("Servotronix"), an Israel software company, from the
shareholders of Servotronix, the Selling Shareholder acquired the Shares and has
exercised certain registration rights resulting in the filing by the Company of
the Registration Statement of which this Prospectus is a part. The Selling
Shareholder has rights to acquire 174,522 shares of the Company's Common Stock,
and if he sells all of such shares under this prospectus he will own no shares
of the Company's Common Stock.
The Selling Shareholder is currently the President and a Director of
Servotronix. Servotronix is a subsidiary of Kollmorgen Overseas Development
Corporation, a wholly-owned subsidiary of the Company.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time on the New York
Stock Exchange at prices prevailing on such market or in other types of
distributions. Any such market sales or distributions effected as part of the
Offering are expected to occur within approximately two years from the date of
this Prospectus.
DESCRIPTION OF COMMON STOCK
Common Stock
The authorized capital stock of the Company consists of (i) 25,000,000
Common Shares, par value $2.50 per share ("Common Shares") of which 9,958,531
Common Shares were outstanding on August 28, 1997, and
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(ii) 500,000 shares of Preferred Stock, par value $1.00 per share, of which no
shares were outstanding on August 28, 1997. In addition, as of such date,
1,061,778 Common Shares were reserved for future issuance pursuant to
outstanding options and 956,041 Common Shares were reserved for issuance in
exchange for certain Company convertible debentures. Each holder of Common
Shares has one vote per share upon all matters voted upon by shareholders. Such
voting rights are non-cumulative.
Each Common Share is entitled to participate equally in dividends as and
when declared by the Board of Directors and is entitled to participate equally
in the distribution of assets in the event of liquidation. All shares, when
issued and fully paid, are nonassessable and not subject to redemption or
conversion and have no conversion rights. Holders of Common Shares have no
preemptive right to subscribe for any additional shares of any class of stock of
the Company, whether now or hereafter authorized.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
pursuant to either the Securities Act or the Exchange Act, are incorporated
hereby by reference, except as superseded or modified:
1. The Company's annual report on Form 10-K for the year ended December
31, 1996;
2. The Company's quarterly report on Form 10-Q for the quarter ended March
31, 1997, and June 30, 1997; and
3. The Company's proxy statement dated April 4, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of this Offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents.
The information relating to the Company contained in this Prospectus does
not purport to be comprehensive and must be read together with the information
contained in the documents listed above which have been incorporated by
reference. Any statement contained in a document incorporated by reference or
deemed to be incorporated by reference herein shall be modified or superseded,
for purpose of this Prospectus, to the extent that a statement contained herein
or in any subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus.
The Company will provide without charge to such person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any document incorporated by reference in this Prospectus, other than exhibits
to any such document not specifically described above. Requests for such
documents should be directed to Kollmorgen Corporation, 1601 Trapelo Road,
Waltham, MA 02154, Attention Secretary (Telephone Number 617-890-5655).
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LEGAL OPINIONS
Legal matters in connection with the Offering will be passed upon for the
Company and the Selling Shareholder by James A. Eder, Vice President, Secretary
and General Counsel of the Company.
EXPERTS
The consolidated balance sheets as of December 31, 1996 and 1995 and the
consolidated statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1996, incorporated by
reference in this Registration Statement, have been incorporated herein in
reliance on the report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
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