<PAGE> 1
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 l934
Date of Report (Date of earliest event reported) December 18, 1996
NATIONAL PATENT DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its Charter)
Delaware 1-7234 13-1926739
(State or Other Juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
9 West 57th Street, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
212-826-8500
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
[Exhibit Index Appears at page 5]
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
On September 27, 1996, General Physics Corporation ("General
Physics"), all of the directors of General Physics and National Patent
Development Corporation ("National Patent") were named as defendants in a
complaint filed in the Court of Chancery of the State of Delaware. The complaint
was brought by an alleged stockholder of General Physics, individually and
purportedly as a class action on behalf of all other stockholders of General
Physics, and alleges, among other things, purported breaches of fiduciary duty
by the certain directors who are also directors of National Patent, and
purported breaches of fiduciary duty by National Patent, as an alleged majority
and controlling stockholder, arising primarily from the proposed merger (the
"Merger") of a subsidiary of National Patent with General Physics pursuant to
which General Physics will become a wholly-owned subsidiary of National Patent
and each holder of General Physics Common Stock would receive shares of National
Patent Common Stock.
On December 19, 1996, defendants entered into a Memorandum of
Understanding with the plaintiff which provides that National Patent and General
Physics would increase the exchange ratio of each outstanding share of General
Physics Common Stock acquired in exchange for National Patent Common Stock in
the Merger from .53 to .54. In addition, the "collar" was changed from a range
of $9.336 to $9.914 to a range of $9.259 to $10.00; the effect of the increase
in the exchange ratio and the change in the collar is that holders of General
Physics Common Stock will receive an amount in value of National Patent Common
Stock in the Merger in the range of between $5.00 and $5.40 (rather than $4.95
and $5.25), as long as the average market price of National Patent Common Stock
is within the collar during the ten consecutive trading days preceding January
16, 1997. National Patent, General Physics and GPX Acquisition Inc., a
wholly-owned subsidiary of National Patent, have entered into an Amendment to
the Agreement and Plan of Merger, dated as of November 19, 1996, to reflect the
foregoing changes to the Merger. The settlement is subject to, among other
things, completion of discovery to confirm that the settlement is fair and
reasonable and is in the best interest of General Physics' stockholders and
approval of the Delaware Court of Chancery.
<PAGE> 3
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired (incorporated by
reference to the Registrant's Joint Proxy Statement/Prospectus filed on Form S-4
on December 19, 1996).
(b) Pro Forma Financial Information (incorporated by reference to the
Registrant's Joint Proxy Statement/Prospectus filed on Form S-4 on December 19,
1996).
(c) Exhibits
2. Amendment No. 1 to the Merger Agreement dated as of
December 18, 1996 (incorporated by reference to
Exhibit 2.2 to the Registrant's Joint Proxy
Statement/Prospectus filed on Form S-4 on December 19,
1996).
20. Press Release Dated December 20, 1996.*
- --------
* Filed herewith.
- 2 -
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
l934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
NATIONAL PATENT DEVELOPMENT CORPORATION
(Registrant)
/s/ Scott N. Greenberg
----------------------------------------
Vice President and Chief Financial
Officer
Date: December 31, 1996
<PAGE> 5
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ----------- ------- ----
2 Amendment No. 1 to the Merger Agreement dated as of December
18, 1996 (incorporated by reference to Exhibit 2.2 to the
Registrant's Joint Proxy Statement/Prospectus filed on Form
S-4 on December 19, 1996).
20 Press Release Dated December 20, 1996.
<PAGE> 1
Contact: Jerome I. Feldman John C. McAuliffe
National Patent Development Corp. General Physics Corp.
Chief Executive Officer & President Chief Operating Officer
(212) 230-9508 (410) 290-2708
NATIONAL PATENT AND GENERAL PHYSICS
ANNOUNCE AGREEMENT TO RESOLVE LITIGATION
AND MAILING OF JOINT PROXY MATERIALS FOR
SPECIAL MEETING TO BE HELD ON JANUARY 23, 1997
FOR IMMEDIATE RELEASE
New York, New York, December 20, 1996......National Patent Development
Corporation (ASE:NPD) and General Physics Corporation (NYSE:GPH) announced that
they had reached an agreement with the plaintiff to settle the pending
litigation and also announced that the Joint Proxy Statement/Prospectus relating
to the proposed merger of a subsidiary of National Patent with General Physics
was mailed to their stockholders today. The Special Meeting of stockholders for
both National Patent and General Physics to consider the proposed merger will be
held on January 23, 1997 in Columbia, Maryland.
On September 27, 1996, General Physics, all of the directors of General
Physics and National Patent were named as defendants in a complaint filed in the
Court of Chancery of the State of Delaware. The complaint was brought by an
alleged stockholder of General Physics, individually and purportedly as a class
action on behalf of all other stockholders of General Physics, and alleges,
among other things, purported breaches of fiduciary duty by the certain
directors who are also directors of National Patent, and purported breaches of
fiduciary duty by National Patent, as an alleged majority and controlling
stockholder, arising primarily from the proposed merger with General Physics.
The Memorandum of Understanding entered into with the plaintiff
provides that National Patent and General Physics would increase the exchange
ratio of each outstanding share of General Physics Common Stock acquired in
exchange for National Patent Common Stock in the proposed merger from .53 to
.54. In addition, the "collar" was changed from a range of $9.336 to $9.914 to a
range of $9.259 to $10.00; the effect
<PAGE> 2
of the increase in the exchange ratio and the change in the collar is that
holders of General Physics Common Stock will receive an amount in value of
National Patent Common Stock in the range of between $5.00 and $5.40 (rather
than $4.95 and $5.25), as long as the average market price of National Patent
Common Stock is within the collar during the ten consecutive trading days
preceding January 16, 1997. National Patent, General Physics and GPX
Acquisition, Inc., a wholly-owned subsidiary of National Patent, have entered
into an amendment to the Agreement and Plan of Merger, dated as of November 19,
1996, to reflect the foregoing changes to the proposed merger. The settlement
is subject to, among other things, completion of discovery to confirm that the
settlement is fair and reasonable and is in the best interest of General
Physics' stockholders and approval of the Delaware Court of Chancery.
National Patent is a publicly traded company with established core
operating businesses, investments and emerging technologies.
General Physics Corporation is a publicly traded company which provides
engineering, environmental, training, analytical, and technical support services
to commercial nuclear and fossil power utilities, U.S. Departments of Defense
and Energy, Fortune 500 companies, and other commercial and governmental
customers.
The offering by National Patent of National Patent Common Stock will be
made only by means of a prospectus.
# # #
