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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT - NOVEMBER 19, 1996
GENERAL PHYSICS CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 1-10867 52-0845774
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 400, 6700 Alexander Bell Drive, Columbia, MD 21046
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 410-290-2300
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Item 2. Acquisition or Disposition of Assets
On November 21, 1996, National Patent Development Corporation ("NPDC")
and General Physics Corporation ("General Physics") announced that they had
entered into a Merger Agreement, dated as of November 19, 1996, pursuant to
which NPDC would acquire the remaining shares (48% of the outstanding shares) of
General Physics' Common Stock that it does not already own for $5.10 per share,
subject to adjustment as described below, payable in shares of NPDC's Common
Stock (such transaction being referred to as the "Merger"). The Merger Agreement
was recommended to the Board of Directors of General Physics by a Special
Committee of the Board composed of independent directors. The Special Committee
of General Physics' Board of Directors retained Oppenheimer & Co., Inc.
("Oppenheimer") as its financial advisor in connection with the Merger. The
consummation of the Merger Agreement is subject to several conditions, including
the approval of the stockholders of both companies.
If the market price of NPDC's Common Stock for the ten trading days
immediately preceding the date five days prior to the special meetings of
stockholders of NPDC and General Physics to consider approval of the Merger
("Test Date") is neither less than $9.336 nor more than $9.914 per share, the
exchange ratio will be .53 shares of NPDC for each share of General Physics, and
neither General Physics nor NPDC will have the right to terminate the Merger
Agreement based on changes in the market price of NPDC's Common Stock. If the
market price of NPDC's Common Stock is within the range of $9.336 to $9.914 per
share, the .53 exchange ratio will provide holders of General Physics' Common
Stock with shares of NPDC Common Stock with a value in the range between $4.95
and $5.25 per share of General Physics' Common Stock.
In the event that the market price of NPDC's Common Stock on the Test
Date is outside the range of $9.336 to $9.914, the exchange ratio may be
adjusted. If the market price on the Test Date is less than $9.336, NPDC may
elect to "gross-up" the exchange ratio by increasing the number of shares of
NPDC's Common Stock to be received by a holder of General Physics' Common Stock
so that such holder will receive shares of NPDC's Common Stock with a value per
share of General Physics' Common Stock equal to $4.95. If NPDC fails to exercise
this option, General Physics may (but is not obligated to) terminate the Merger
Agreement. If the market price on the Test Date is greater than $9.914, then
General Physics may elect to reduce the exchange ratio by decreasing the number
of shares of NPDC's Common Stock to be received by a holder of General Physics'
Common Stock so that such holder will receive shares of NPDC's Common Stock with
a value per share of General Physics' Common Stock equal to $5.25 per share. If
General Physics fails to exercise this option, NPDC may (but is not obligated
to) terminate the Merger Agreement.
On November 20, 1996, the closing price of NPDC's Common Stock on the
American Stock Exchange was $8.50 per share. NPDC has not determined whether it
would "gross-up" the exchange ratio or elect not to do so if the market price of
NPDC's Common Stock on the effective date of the Merger is less than $9.336 per
share.
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National Patent currently owns 52% of the outstanding shares of Common
Stock of General Physics. The following officers and/or directors of National
Patent are also officers and/or directors of General Physics: Jerome I. Feldman,
a director and President and Chief Executive Officer of National Patent, is the
Chief Executive Officer and Chairman of the Executive Committee of General
Physics; Martin M. Pollak, Executive Vice President, Treasurer and a director of
National Patent, is also Chairman of the Board of General Physics; Scott N.
Greenberg, Vice President- Finance, and a director of National Patent, is a
director of General Physics; Lawrence M. Gordon, Vice President and General
Counsel of National Patent, is a director of General Physics; and Ogden R. Reid,
a director of National Patent, is also a director of General Physics.
Certain officers and directors of National Patent hold vested and
unvested stock options to purchase shares of General Physics Common Stock. As a
result of the treatment of stock options in the Merger, such persons will
receive cash, aggregating approximately $284,350, in the Merger in lieu of
shares of National Patent Common Stock. In particular, Jerome I. Feldman will
receive a cash payment of $94,000, and Martin M. Pollak will receive a cash
payment of $94,000.
Oppenheimer has rendered an opinion to the Special Committee to the
effect that based upon various considerations and assumptions, the right to
receive shares of NPDC Common Stock having a value of at least $4.95 per share
of General Physics' Common Stock is fair to the holders of General Physics'
Common Stock (other than NPDC) from a financial point of view.
Item 7. Financial Statements and Exhibits
(a-b) Financial Statements. The required financial statements will
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be filed as soon as practicable and in any event within 60
days after the due date of this report.
(c) Exhibits. The following exhibits are incorporated by
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reference in this report:
(1) Agreement and Plan of Merger dated as of November 19, 1996
among General Physics Corporation, National Patent Development
Corporation and GPX Acquisition Inc. Incorporated herein by
reference to Exhibit 1 to Amendment No. 3 to the Schedule 13D
of National Patent Development Corporation with respect to
General Physics Corporation filed with the Commission on
November 21, 1996.
(2) Press Release dated November 21, 1996. Incorporated herein
by reference to Exhibit 2 to Amendment No. 3 to the Schedule
13D of National Patent Development Corporation with respect to
General Physics Corporation filed with the Commission on
November 21, 1996.
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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.
GENERAL PHYSICS CORPORATION
Dated: November 25, 1996 By: /s/ John C. McAuliffe
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John C. McAuliffe
Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
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