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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 23, 1997
CYBEX INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEW YORK
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(State or Other Jurisdiction of Incorporation)
0-4538 11-1731581
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(Commission File Number) (I.R.S. Employer Identification No.)
10 TROTTER DRIVE, MEDWAY, MASSACHUSETTS 02053
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(Address of Principal Executive Offices) (Zip Code)
(508) 533-4300
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(Registrant's Telephone Number, Including Area Code)
2100 SMITHTOWN AVENUE, RONKONKOMA, NEW YORK 11779
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a)
On May 23, 1997, the shareholders of CYBEX International, Inc.
(the "Registrant" or the "Company") voted in favor of a proposal to adopt
an Agreement and Plan of Merger, dated as of December 27, 1996, as amended
(the "Merger Agreement"), among the Company, Trotter Inc., a Delaware
corporation ("Trotter"), and CAT'S TAIL, INC., a Delaware corporation and
wholly owned subsidiary of the Company ("Merger Sub"). A copy of the
Merger Agreement was previously filed with the Securities and Exchange
Commission as Annex A to the Registrant's definitive Proxy Statement,
dated April 23, 1997, in connection with the Annual Meeting of
Shareholders (the "Proxy Statement"), and is incorporated herein by
reference.
On May 23, 1997, following the shareholder vote and pursuant
to the Merger Agreement, Trotter filed a Certificate of Merger with the
Secretary of State of the State of Delaware, whereupon Merger Sub merged
with and into Trotter (the "Merger") and Trotter (as the surviving
corporation in the Merger) became a wholly owned subsidiary of the
Company.
Pursuant to the Merger Agreement and in consideration of the
Merger, the Company (i) issued 4,273,056 shares of the Company's common
shares, $.10 par value ("Company Common Stock"), to UM Equity Corp. ("UM
Equity"), the sole holder of the common stock, $.01 par value, of Trotter
("Trotter Common Stock") and (ii) assumed each outstanding option to
purchase shares of Trotter Common Stock under Trotter's stock option
plans. See the information which is set forth under the caption "The
Merger Agreement" in the Proxy Statement.
Immediately following the Merger (and a charitable gift by UM
Equity of 100,000 shares of Company Common Stock), John Aglialoro and Joan
Carter, who are married, may be deemed to be the beneficial owners of
48.3% of the outstanding shares of Company Common Stock, through their
100% ownership of UM Holdings, Ltd. ("UM Holdings"), which is the sole
stockholder of UM Equity. The only other person known to the Company to be
the beneficial owner of more than 5% of the outstanding shares of Company
Common Stock immediately following the Merger owns approximately 6.1% the
outstanding shares of Company Common Stock.
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Pursuant to the Merger Agreement and immediately following the
Merger, the size of the Board of Directors of the Company was set at nine
persons, four of whom were designated by the Company and five of whom were
designated by Trotter. Four directors of the Company prior to the Merger
continued to be directors following the Merger. In addition, Peter C.
Haines, formerly the President and Chief Executive Officer of Trotter, was
appointed the President and Chief Executive Officer of the Company. See
the information which is set forth under the caption "The Merger - Board
of Directors and Management of the Company After the Merger" in the Proxy
Statement.
Prior to the Merger, neither Trotter nor any of its
subsidiaries, affiliates, directors or executive officers owned any shares
of Company Common Stock or had any material relationship with the Company
or any of its affiliates, any director or officer of the Company, or any
associate of any such director or officer.
(b)
All of the shares of Company Common Stock owned by UM Equity
have been pledged by it to Summit Bank (the "Bank") as collateral security
for loans made by the Bank to Trotter pursuant a Loan and Security
Agreement.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a)
Pursuant to the Merger Agreement, Merger Sub merged with and
into Trotter and Trotter (as the surviving corporation in the Merger)
became a wholly owned subsidiary of the Company. The information set forth
in Item 1 above is incorporated herein by reference.
(b)
Assets held by Trotter and used for its business purposes will
continue to be used in the same manner as used prior to the consummation
of the Merger. These assets are used in the design, manufacture and
distribution of professional quality, premium priced fitness equipment for
the home and commercial markets.
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ITEM 5. OTHER EVENTS.
Following the Merger, the Company changed its
address of its principal executive offices to 10 Trotter
Drive, Medway, Massachusetts 02053. The Company's new
telephone number is (508) 533-4300.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Business Acquired.
(i) Substantially the same information as that required by paragraph
(a) of Item with respect to the consolidated balance sheets of the
business acquired by the Registrant as of December 31, 1995 and 1996, and
the related consolidated statements of operations, stockholder's equity
and cash flows for each of the three years in the period ended December
31, 1996 has been previously reported by the Registrant in the Proxy
Statement. In accordance with General Instruction B.3. to Form 8-K, such
information is not reported in this report.
(ii) It is impracticable to provide the required unaudited financial
statements for the business acquired by the Registrant as of and for the
interim three-month period ended March 31, 1997. The Registrant will file
such required unaudited financial statements for the business acquired by
the Registrant as soon as practicable, but not later than 60 days after
the date on which this Report is required to be filed.
(b) Pro Forma Financial Information.
(i) Substantially the same information as that required by paragraph
(b) of Item 7, with respect to the unaudited pro forma combined financial
statements of the Company giving effect to the Merger for the year ended
December 31, 1996, has been previously reported by the Registrant in the
Proxy Statement. In accordance with General Instruction B.3. to Form 8-K,
such information is not reported in this Report.
(ii) It is impracticable to provide the required unaudited pro forma
combined financial statements of the Company giving effect to the Merger
for the quarter ended March 31, 1997. The Registrant will file such
required financial statements giving effect to the Merger as soon as
practicable, but no later than 60 days after the date on which this Report
is required to be filed.
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(c) Exhibits.
Exhibit No. Description
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2(b)(i) Agreement and Plan of Merger, dated as
of December 27, 1996, by and among the
Company, Trotter Inc., and CAT's TAIL,
INC., incorporated by reference to
Exhibit 2(b)(i) to the Annual Report on
Form 10-K for the year ended December
31, 1996 (the "1996 10-K").
2(b)(ii) First Amendment to Agreement and Plan of
Merger, dated as of January 16, 1997, to
Agreement and Plan of Merger, dated as
of December 27, 1996, by and among the
Company, Trotter Inc., and CAT's TAIL,
INC., incorporated by reference to
Exhibit 2(b)(ii) to the 1996 10-K.
99.1 Company's definitive proxy statement,
dated April 23, 1997, for its Annual
Meeting of Shareholders held on May 23,
1997, incorporated by reference to the
Company's definitive proxy statement,
dated April 23, 1997, for its Annual
Meeting of Shareholders held on May 23,
1997.
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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.
CYBEX International, Inc.
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(Registrant)
Date: June 4, 1997 By: /s/ Peter C. Haines
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Name: Peter C. Haines
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2(b)(i) Agreement and Plan of Merger, dated as of December 27, 1996,
by and among the Company, Trotter Inc., and CAT's TAIL, INC.,
incorporated by reference to Exhibit 2(b)(i) to the Annual
Report on Form 10-K for the year ended December 31, 1996 (the
"1996 10-K").
2(b)(ii) First Amendment to Agreement and Plan of Merger, dated as of
January 16, 1997, to Agreement and Plan of Merger, dated as of
December 27, 1996, by and among the Company, Trotter Inc., and
CAT's TAIL, INC., incorporated by reference to Exhibit
2(b)(ii) to the 1996 10-K.
99.1 Company's definitive proxy statement, dated April 23, 1997,
for its Annual Meeting of Shareholders held on May 23, 1997,
incorporated by reference to the Company's definitive proxy
statement, dated April 23, 1997, for its Annual Meeting of
Shareholders held on May 23, 1997.
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