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): September 12, 1996
DATA TRANSLATION, INC.
(Exact name of Registrant as specified in charter)
DELAWARE 0-14779 04-2532613
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification No.)
100 Locke Drive, Marlborough, MA 01752-1192
(Address of Principal Executive Offices) (Zip Code)
(508) 481-3700
Registrant's Telephone number including area code
-1-
3147087.01
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ITEM 5. OTHER EVENTS. On September 16, 1996, the Registrant issued a press
release announcing its reincorporation as of such date from the Commonwealth of
Massachusetts to the State of Delaware. The Registrant's reincorporation was
effected through a merger with its wholly-owned subsidiary, Data Translation,
Inc., a Delaware corporation ("Newco"), whereby Newco was the surviving
corporation. Pursuant to the terms of the merger, Newco succeeded to all of the
rights, assets, liabilities and obligations of the Registrant and the shares of
the Registrant's Common Stock were automatically converted into an equivalent
number of shares of Newco. The previously outstanding shares of Newco held by
the Registrant prior to the merger were deemed cancelled upon the merger.
Reference is made to the press release which is included as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Exhibit Number Title
99 Press Release of the Registrant dated September 16, 1996.
-2-
3147087.01
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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.
DATA TRANSLATION, INC.
By /s/ Peter J. Rice
Date: September 25, 1996 Peter J. Rice
Vice President & Treasurer
(Chief Financial Officer)
-3-
3147087.01
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EXHIBIT INDEX
Exhibit Number Description
99 Press Release of the Registrant dated September 16, 1996.
-4-
3147087.01
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EXHIBIT 99
DATA TRANSLATION
100 LOCKE DRIVE, MARLBORO, MA 01752-1192 USA
(508) 481-3700 TLX 951646
FAX (508) 418-8620
Data Translation announces filing of Form 10 in connection with separation of
business and reincorporation in Delaware.
MARLBORO, Mass. -- Sept. 16, 1996 -- Data Translation, Inc. (NASDAQ:
DATX) today announced that its wholly-owned subsidiary Data Translation II, Inc.
("DTI II") has filed a Form 10 to register the common stock of DTI II with the
Securities and Exchange Commission in connection with the separation of the
Company's businesses. The Company will continue to operate the Media 100
business, but intends to contribute the assets of the data acquisition and
imaging, commercial products (including Broadway) and networking distribution
businesses to DTI II. The Company will then distribute common stock of DTI II to
the Company's stockholders in the form of a dividend.
Although all the details of the intercompany agreements have not been
finalized, the Company intends to make an additional capital contribution to DTI
II for use in DTI II's business of $10 million in cash and cash equivalents, to
be increased or decreased based upon the results of operations after August 31,
1996 of the businesses to be transferred, plus any net proceeds from the sale,
if completed prior to the contribution of assets, of the networking distribution
business. As previously announced, the Company intends to divest itself of the
networking distribution business by the end of July, 1997.
In connection with the spinoff, DTI II will assume the liabilities
related to the transferred businesses and share in certain tax liabilities. The
Company and DTI II also intend to grant to each other royalty-free
cross-licenses of their respective technologies, which provide for termination
in part upon certain changes in control. The Company and DTI II will also enter
into other intercompany arrangements to cover a transition period following the
spinoff, including the provision by DTI II of certain corporate and
administrative services to the Company. The Company will also transfer the lease
of its corporate headquarters and manufacturing facility in Marlboro,
Massachusetts to DTI II, and the Company will in turn license a portion of these
facilities for its use during a transition period ending not later than December
31, 1997.
The Company also announced its reincorporation in Delaware. Previously
a Massachusetts corporation, the Company effected the reincorporation through a
merger with its wholly-owned subsidiary Data Translation, Inc., a Delaware
corporation.
Although the reincorporation did not result in a change of name, the
Company intends with the spinoff to change its name to Media 100 Inc. DTI II
will change it name to Data Translation, Inc. and
-1-
3157509.01
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intends to assume the "DATX" Nasdaq ticker symbol. The Company plans to complete
the spinoff prior to the end of its fiscal year in November.
--30--
CONTACT: Data Translation
Peter J. Rice, 508/481/3700, ext. 202
-2-
3157509.01
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