SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No.1
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 8, 1997
ILC TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation)
0-11360 94-1655721
(Commission File Number) (I.R.S. Employer Identification Number)
399 JAVA DRIVE, SUNNYVALE, CALIFORNIA 94089
(Address of principal executive offices) (Zip Code)
(408) 745-7900
(Registrant's Telephone Number, Including Area Code)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
- - ------- ------------------------------------
On May 8, 1997, ILC Technology, Inc. (the "Company") sold all of the assets
of Converter Power, Inc. ("CPI"), a wholy-owned subsidiary of the Company, to
ASTeX/CPI Acquisition Corp. ("AAC"), a wholly-owned subsidiary of Applied
Science and Technology, Inc. ("ASTeX"). The consideration received consisted of
$6,350,000 in cash, 45,000 shares of ASTeX Common Stock and assumption by AAC of
substantially all of the liabilities of CPI. The number of shares of ASTeX
Common Stock is subject to adjustment based on the final audited CPI balance
sheet and, additionally, for certain warranty claims over the next two years.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- - ------- ---------------------------------
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information. The following pro forma financial
statements are filed as part of this report:
Pro Forma Balance Sheet as of March 29, 1997 (unaudited).
Pro Forma Statement of Operations for the Six Month Period Ended March
29, 1997 (unaudited).
Pro Forma Statements of Operations for the Years Ended September 28,
1996 and September 27, 1997 (unaudited).
(c) Exhibits.
The following exhibit is filed herewith:
2.01 Asset Purchase Agreement dated May 8, 1997, by and among
Applied Science and Technology, Inc., ASTeX/CPI Acquisition
Corp., Converter Power, Inc. and ILC Technology, Inc.
Schedules to this Exhibit have not been filed. The Exhibit
contains a list briefly identifying the omitted schedules. The
Registrant will furnish supplementally a copy of any omitted
schedule to the Commission upon request. (previously filed)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: January 13, 1998 ILC Technology, Inc.
By: /S/ RONALD E. FREDIANELLI
--- -------------------------
Ronald E. Fredianelli
Chief Financial Officer
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ILC TECHNOLOGY, INC.
CONDENSED PRO FORMA BALANCE SHEET
AS OF MARCH 29, 1997
(unaudited)
(in thousands, except per share data)
The following statement sets forth the unaudited pro forma Balance Sheet of
the Company as of March 29, 1997, as if the sale of Converter Power, Inc. had
occurred on that date.
<TABLE>
PRO FORMA PRO FORMA
ASSETS HISTORICAL ADJUSTMENTS RESULTS
<S> <C> <C> <C>
Current assets:
Cash ................... ................$1,223 $199 (1,5) $1,422
Accounts receivables, net ...............11,521 (1,149) (1,2) 10,372
Inventories .............................10,987 (1,826) (1) 9,161
Deferred tax asset ...................... 2,158 2,158
Prepaid expenses ........................ 235 (27) (1) 208
Net assets from discontinued
operations ............................. 3,697 3,697
------ ----- -----
Total current assets ..................29,821 (2,803) 27,018
Property and equipment, net ........... 22,138 (745) (1) 21,393
Covenant-not-to-compete, net .......... 297 297
Other assets .......................... 765 7 (1) 772
------ ----- ------
Total assets .........................$53,021 ($3,541) $49,480
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ......................$ 5,133 ($ 644) (1) $4,489
Accrued liabilities ................... 5,544 896 (1,3) 6,440
Accrued income taxes payable .......... 1,999 1,022 (4) 3,021
------- ----- ------
Total current liabilities ............ 12,676 1,274 13,950
Long term debt and obligations......... 8,928 (6,350) (2) 2,578
------- ------- -----
Total Liabilities..................... 21,604 (5,076) 16,528
------ ------ ------
Stockholders' equity .................. 31,417 1,535 (5) 32,952
------ ----- ------
Total liabilities and stockholders'
equity...............................$53,021 ($3,541) $49,480
======= ======= =======
(1) Adjustment to eliminate the assets sold to and liabilities assumed by AAC.
(2) Adjustment to record ASTEX stock valued at $500,000 and pay down of debt
principal of $6,350,000 with cash proceeds from the sale of CPI.
(3) Adjustment to accrue expenses of approximately $1,355,000 associated with
the sale of CPI.
(4) Adjustment to accrue additional taxes payable on the CPI gain of
approximately $2,316,000.
(5) Adjustment to reflect the net gain on the sale of CPI.
<PAGE>
ILC TECHNOLOGY, INC.
CONDENSED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 29, 1997
(unaudited)
(in thousands, except per share data)
The following statement sets forth the unaudited pro forma Statement of
Operations of the Company for the six month period ended March 29, 1997, as if
the sale of Converter Power, Inc. had occurred on September 29, 1996.
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS RESULTS
---------- ----------- -------
Net sales ........................$26,897 ($4,079) (1) $22,818
Costs and expenses:
Cost of sales ................... 19,306 (3,065) (1) 16,241
Research and development ........ 2,276 (588) (1) 1,688
Marketing ....................... 1,526 (245) (1) 1,281
General and Administrative ...... 2,082 (326) (1) 1,756
Amortization of intangibles ..... 60 60
Interest expense, net ........... 324 (241) (2) 83
------ ------ -----
Total costs and expenses .... 25,574 (4,465) 21,109
------ ------ ------
Income from continuing operations
before provision for income
taxes ............................. 1,323 386 1,709
Provision for income taxes on
continuing operations ............. 327 155 (3) 482
----- ----- ----
Income from continuing operations ..$ 996 $ 231 $1,227
===== ===== ======
Earnings per share from
continuing operations .............$0.20 $0.05 $0.25
===== ===== =====
Weighted average shares ............5,005 5,005 5,005
===== ===== =====
(1) Adjustment to eliminate CPI sales and direct expenses as if the sale of CPI
had occurred at the beginning of the period.
(2) Adjustment to reflect reduced interest expense from the pay down of
$6,350,000 of debt principal with cash proceeds from the CPI sale. Interest
at 7.6% per annum based on ILC's average borrowing rate. The pro forma
adjustments assume debt paid down at the beginning of the period.
(3) Adjustment to reflect a statutory tax rate of 40%
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ILC TECHNOLOGY, INC.
CONDENSED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 28, 1996
(unaudited)
(in thousands, except per share data)
The following statement sets forth the unaudited pro forma Statement of
Operations of the Company for the year ended September 28, 1996, as if the sale
of Converter Power had occurred on October 1, 1995.
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS RESULTS
Net Sales ........................... $54,206 ($10,400) (1) $43,806
Costs and expenses:
Cost of sales ...................... 36,180 (7,222) (1) 28,958
Research and development ........... 4,320 (1,099) (1) 3,221
Marketing .......................... 2,646 (345) (1) 2,301
General and administrative ......... 4,417 (1,018) (1) 3,399
Amortization of intangibles ........ 120 120
Interest expense, net .............. 462 (482) (2) (20)
------ ------ -----
Total costs and expenses ....... 48,145 (10,166) 37,979
------ ------- ------
Income from continuing operations
before provision for income taxes .. 6,061 (234) 5,827
Provision for income taxes on
continuing operations .............. 1,515 (94) (3) 1,421
----- ---- -----
Income from continuing operations ... $4,546 ($140) $4,406
====== ===== ======
Earnings per share from
continuing operations ........ $0.92 ($0.03) $0.89
===== ====== =====
Weighted average shares........ 4,923 4,923 $4,923
===== ===== ======
(1) Adjustment to eliminate CPI sales and direct expenses as if the sale of CPI
had occurred at the beginning of the period.
(2) Adjustment to reflect reduced interest expense from the pay down of
$6,350,000 of debt principal with cash proceeds from the CPI sale. Interest
at 7.6% per annum based on ILC's average borrowing rate. The pro forma
adjustments assume debt paid down at the beginning of the period.
(3) Adjustment to reflect a statutory tax rate of 40%.
<PAGE>
ILC TECHNOLOGY, INC.
CONDENSED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 27, 1997
(unaudited)
(in thousands, except per share data)
The following statement sets forth the unaudited pro forma Statement of
Operations of the Company for the year ended September 27, 1997, as if the sale
of Converter Power had occurred on September 29, 1996.
PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS RESULTS
Net sales ......................... $55,518 ($ 4,668) (1) $50,850
Costs and expenses:
Cost of sales .................... 39,194 (3,461) (1) 35,733
Research and development ......... 4,253 (678) (1) 3,575
Marketing ........................ 3,059 (299) (1) 2,760
General and administrative ....... 4,329 (375) (1) 3,954
Amortization of intangibles ...... 120 120
Interest expense, net ............ 494 (482) (2) 12
------ ------ -----
Total costs and expenses ..... 51,449 (5,295) 46,154
------ ------ ------
Income from continuing operations
before provision for income taxes
and gain on sale of CPI .......... 4,069 627 4,696
Gain on sale of CPI ............... 2,378 2,378
------ ----- -----
Income from continuing operations
before provision for income
taxes ............................. 6,447 627 7,074
Provision for income taxes on
continuing operations ............. 1,608 251 (3) 1,859
------ ---- -----
Income from continuing operations .. $4,839 $376 $5,215
====== ==== ======
Earnings per share from
continuing operations ............. $0.96 $0.07 $1.03
===== ===== =====
Weighted average shares ............ 5,048 5,048 5,048
===== ===== =====
(1) Adjustment to eliminate CPI sales and direct expenses as if the sale of CPI
had occurred at the beginning of the period.
(2) Adjustment to reflect reduced interest expense from the pay down of
$6,350,000 of debt principal with cash proceeds from the CPI sale. Interest
at 7.6% per annum based on ILC's average borrowing rate. The pro forma
adjustments assume debt paid down at the beginning of the period.
(3) Adjustment to reflect a statutory tax rate of 40%.
</TABLE>
<PAGE>
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- - ----------- ----------------------
2.01 Asset Purchase Agreement dated May 8, 1997, by and among Applied Science
and Technology, Inc., ASTeX/CPI Acquisition Corp., Converter Power, Inc.
and ILC Technology, Inc. Schedules to this Exhibit have not been filed.
The Exhibit contains a list briefly identifying the omitted schedules.
The Registrant will furnish supplementally a copy of any omitted schedule
to the Commission upon request.
