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U.S. 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) July 11, 1995
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ACUITY IMAGING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-12094 04-2688311
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(State or other jurisdiction Commission file number (I.R.S. Employer
of incorporation) Identification No.)
9 Townsend West, Nashua, New Hampshire, U.S.A. 03063
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (603) 598-8400
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Former name or former address, if changed since last report Not Applicable
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ITEM 5. OTHER EVENTS
The following news was announced by Acuity Imaging, Inc. on July 12, 1995. The
complete text is as follows:
July 12, 1995
FOR IMMEDIATE RELEASE
RVSI AND ACUITY IMAGING ANNOUNCE
REVISED TERMS OF INTENDED MERGER
RVSI [Robotic Vision Systems, Inc. (Nasdaq NMS-ROBV)] and Acuity Imaging, Inc.
(Nasdaq-ACUT) today announced revised terms of their proposed merger
transaction.
Under the revised merger terms, RVSI is to issue 0.766 shares of its common
stock for each Acuity share or approximately, 1,903,140 shares of RVSI stock in
exchange for all of Acuity's outstanding shares. In addition, Acuity's
outstanding stock options are to be exchanged for options upon RVSI's common
stock in the same 0.766 to one ratio.
The revised terms of the merger provide for a proportional reduction in the
number of RVSI shares issuable to Acuity's stockholders if the price of RVSI's
common stock measured over the 20 business days preceding consummation averages
more than $14.50 per share. Conversely, if the price of RVSI's common stock
averages less than $10.00 per share during such 20 business day period, the
number of RVSI shares issuable to Acuity's stockholders would be proportionately
increased. In no event, however, will the number of RVSI shares issuable in the
proposed merger transaction be less than 1,500,000 shares or more than 2,500,000
shares.
The prior merger terms, announced on April 24, 1995, contemplated that RVSI
would issue 1.072 shares of its common stock for each Acuity share or
approximately 2,638,420 shares of RVSI common stock in exchange for all of
Acuity's outstanding shares, excluding shares issuable upon exercises of
Acuity's outstanding stock options and other stock purchase rights.
RVSI initiated renegotiation of the terms of the proposed merger upon receipt of
notification from Acuity that its financial results for its quarter ended July
1, 1995 would be substantially below expectations. Acuity now estimates that
its revenues for the quarter ended July 1 will be approximately $4.1 million
with a loss of approximately $500,000.
Pat V. Costa, President and C.E.O. of RVSI said: "Although Acuity's financial
performance is below earlier expectations, we nevertheless remain pleased with
the anticipated combination of RVSI's technological leadership in 3-D machine
vision with Acuity's outstanding 2-D machine vision technology, as well as with
Acuity's progress in attempting to improve its operational performance."
Consummation of the merger transaction is subject to receipt of fairness
opinions and approval by the stockholders of both companies.
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RVSI designs, manufactures and markets 3-D machine-vision based inspection and
measurement products. Acuity designs, develops, manufactures and supplies 2-D
machine vision systems to a diversity of markets.
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CONTACT: RVSI, Hauppauge, NY
Robert H. Walker, 516/273-9700
Acuity Imaging, Inc., Nashua, NH
John A. Rogers, 603/598-8400
Core Communications Group
Joshua Z. Levine, 516/487-8322
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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.
ACUITY IMAGING, INC.
Date: July 26, 1995 /s/ John A. Rogers
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John A. Rogers
Vice President and
Chief Financial Officer
