SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): December 22, 1998
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OPTICAL COATING LABORATORY, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-2537 68-0164244
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
2789 NORTHPOINT PARKWAY, SANTA ROSA, CA 95407-7397
(Address, including zip code, of registrant's principal executive offices)
Registrant's telephone number, including area code: (707) 545-6440
Item 5. Other Events
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On December 22, 1998, Optical Coating Laboratory, Inc., a Delaware
corporation, made the following announcement:
CONTACT:
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CHARLES J. ABBE CRAIG B. COLLINS JOSEPH ZILS
PRESIDENT AND VICE PRESIDENT, FINANCE AND PRESIDENT AND
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER CHIEF FINANCIAL OFC
OCLI OCLI FLEX PRODUCTS, INC.
(707) 525-7010 (707) 525-7066 (707) 525-7030
OPTICAL COATING LABORATORY, INC. ANNOUNCES IT HAS SIGNED
A DEFINITIVE AGREEMENT TO ACQUIRE THE 40% INTEREST
IN FLEX PRODUCTS, INC. HELD BY SICPA HOLDING S.A.
SANTA ROSA, CALIFORNIA, TUESDAY, DECEMBER 22, 1998 -- OPTICAL COATING
LABORATORY, INC. (OCLI) (NASDAQ:OCLI) today announced that it has signed a
definitive agreement to acquire the 40% of outstanding stock of Flex
Products,Inc. ("Flex" or "Flex Products") held by SICPA Holding S.A.
With thisacquisition, OCLI will own 100% of the outstanding stock of Flex
Products. The consideration for the shares is $30 million in cash. In
addition, the fifteen-year license and supply agreement between Flex Products
and SICPA that was signed in November 1994 has been modified to increase
minimum purchase requirements in light of strong demand for security
pigments. Flex plans to put additional capacity in place to manufacture
its patented optically variable products in response to this increased
demand. The accounting treatment for this transaction is subject to
valuation work now in process.
Commenting on this transaction, Charles J. Abbe, OCLI's Chief Executive
Officer, stated,
"We are excited about the opportunity to acquire the remaining outstanding
shares of Flex Products. We are bullish about the growth prospects for
Flex's optically variable products both in the security and decorative
markets. We also remain confident in SICPA's ability to further penetrate
the security pigment markets and to expand the adoption of optically
variable pigment as the premier anti-counterfeiting measure in security
printing."
OCLI is the world's largest independent manufacturer of optical thin
film coated products used to manage light. OCLI's products are found
in many applications including computer monitors, flat panel displays,
telecommunications systems, photocopiers, fax machines, medical/
analytical equipment and instruments, projection imaging systems,
satellite power systems and aerospace and defense systems. Flex
supplies critical pigments for use in anti-counterfeiting applications,
energy conserving window film for residential, commercial, and
automotive applications, and ChromaFlair. light interference pigments
for commercial paints. SICPA Holding S.A. is a Swiss ink manufacturing
company and is the largest supplier of security printing inks to
central banks and governments around the world.
SIGNATURE
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.
Dated: December 22, 1998
OPTICAL COATING LABORATORY, INC.
(Registrant)
By /s/CRAIG B. COLLINS
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Craig B. Collins
Vice President, Finance
and Chief Financial Officer
