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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 12 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 22, 2000
PLANAR SYSTEMS, INC.
(exact name of registrant as specified in its charter)
Oregon 0-23018 93-0835396
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1400 N.W. Compton Drive, Beaverton, Oregon 97008
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (503)690-1100
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
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Pursuant to the terms of the Agreement and Plan of Merger (the "Merger
Agreement") dated as of December 4, 2000 by and among Planar Systems, Inc., an
Oregon corporation ("Planar"), Corona Acquisition Corporation, a California
corporation and a wholly-owned subsidiary of Planar ("Sub"), AllBrite
Technologies, Inc., a California corporation ("AllBrite") and the shareholders
of AllBrite (the "Shareholders"), Sub was merged with and into AllBrite (the
"Merger") effective as of December 22, 2000 (the "Effective Time"). As a result
of the Merger, AllBrite became a wholly-owned subsidiary of Planar.
At the Effective Time, the shares of capital stock of AllBrite outstanding
immediately prior to the Effective Time were converted into and exchanged for a
total of 941,840 shares of Planar common stock.
The amount of the consideration paid in the Merger was determined through
arms-length negotiations between Planar and representatives of the Shareholders.
Prior to the date of the Merger Agreement, no material relationship existed
between Planar and AllBrite or any of its affiliates, any director or officer of
Planar, or any associate of any such director or officer. In connection with the
Merger, Planar entered into employment agreements with certain executive
officers of AllBrite.
It is expected that the acquisition of AllBrite will constitute a tax-free
reorganization for federal income tax purposes. The transaction is expected to
be accounted for as a pooling of interests transaction.
In connection with the Merger, Planar, AllBrite and the Shareholders
entered into a Shareholders Agreement which, among other things, requires Planar
to file a shelf registration statement on Form S-3 under the Securities Act of
1933 with respect to the Planar common stock issued in the Merger not later than
March 12, 2001, and to maintain such registration statement in effect for three
months.
Prior to the merger AllBrite was a privately held company that manufactured
sunlight viewable displays and ticketing stations for point of sale
applications. AllBrite's customers have been mostly large corporations that
manufacture ATM machines and transportation ticketing equipment. Planar intends
to continue operating the existing business of AllBrite.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Business Acquired.
Not applicable.
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(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of December 4, 2000 by and
among Planar Systems, Inc., AllBrite Technologies, Inc., Corona
Acquisition Corporation and certain Shareholders of AllBrite
Technologies, Inc.
2.2 First Amendment to Agreement and Plan of Merger dated as of
December 11, 2000 by and among Planar Systems, Inc., AllBrite
Technologies, Inc., Corona Acquisition Corporation and certain
Shareholders of AllBrite Technologies, Inc.
10.1 Shareholders Agreement dated as of December 4, 2000 by and among
Planar Systems, Inc., AllBrite Technologies, Inc. and the
Shareholders of AllBrite Technologies, Inc.
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 thereunto duly authorized on January 8, 2001.
PLANAR SYSTEMS, INC.
(Registrant)
/s/ Steve Buhaly
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Steve Buhaly
Vice President and
Chief Financial Officer
