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
June 30, 1994
(Date of Report)
OPTICAL RADIATION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
California 0-7530 95-2621568
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1300 Optical Drive, Azusa, California 91702
(Address of Principal Executive Offices)
(818) 969-3344
(Registrant's Telephone No.)
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Item 5. OTHER EVENTS
On June 30, 1994, Benson Eyecare Corporation ("Benson Eyecare"), Benson
Acquisition Corporation, a California corporation and a wholly owned
subsidiary of Benson Eyecare ("Merger Sub"), and Optical Radiation Corporation
("ORC") executed an agreement and plan of merger, a copy of which is
incorporated by reference as Exhibit A hereto, and on July 6, 1994, Benson
Eyecare, Merger Sub and ORC executed amendment No. 1 to the agreement and plan
of merger, a copy of which is incorporated by reference as Exhibit B hereto
(as so amended, the "Merger Agreement"). Pursuant to the terms of the Merger
Agreement, which is incorporated herein by reference, Merger Sub will, subject
to certain conditions being satisfied or waived, be merged with and into ORC
(the "Merger") and ORC will survive the merger (the "Surviving Corporation")
and become a wholly-owned subsidiary of Benson Eyecare.
Upon the effectiveness of the Merger, each outstanding share of common
stock, par value $0.50 per share ("Common Stock"), of ORC, with the exception
of shares held in the treasury of ORC, shares owned by subsidiaries of ORC
and shares held by stockholders who properly exercise dissenters' rights under
the Corporations Code of the State of California, will be converted into the
right to receive (a) $17.00 in cash, (b) the number of shares of Benson
Eyecare's common stock equal to the Exchange Ratio (as defined below) and (c)
a pro rata share of the OSP Disposition Proceeds (as defined below) (not
including the Option Portion thereof, as defined below) plus, to the extent
the amount of such proceeds is less than $2.00, a fraction (the "Fraction") of
a share of Benson Eyecare's common stock having a value equal to the amount of
such difference ((a), (b) and (c) collectively, the "Merger Consideration").
The exchange ratio (the "Exchange Ratio") will be calculated as follows:
(a) if the average daily closing price (the "Average Closing Price") on the
American Stock Exchange of Benson Eyecare common stock during the 20
consecutive trading days ending on the fifth trading day prior to the
shareholders' meeting at which the ORC shareholders are to vote on the Merger
exceeds $10.80, the Exchange Ratio is equal to $8.10 divided by the Average
Closing Price; (b) if the Average Closing Price is $10.80 or less, but greater
than $7.20, the Exchange Ratio is equal to .75; (c) if the Average Closing
Price is $7.20 or less, but greater than $6.00, the Exchange Ratio is equal to
one half of the sum of (i) .75 and (ii) the quotient obtained by dividing
$5.40 by the Average Closing Price; (d) if the Average Closing Price is $6.00
or less and ORC shall not have elected to terminate the Merger Agreement
pursuant to the terms of the Merger Agreement, the Exchange Ratio is equal to
.825; and (e) if the Average Closing Price is $6.00 or less and ORC shall have
elected to terminate the Merger Agreement pursuant to the terms of the Merger
Agreement, but Benson Eyecare shall have thereafter timely elected to rescind
such termination pursuant to the terms of the Merger Agreement, the Exchange
Ratio is equal to $4.95 divided by the Average Closing Price.
OSP disposition proceeds ("OSP Disposition Proceeds") means the
following: the proceeds received by ORC prior to December 31, 1994 upon the
sale of its Ophthalmic Surgical Products Division (the "OSP Division"), or any
portion thereof, pursuant to agreements entered into on or prior to the
effective date of the Merger, minus all costs and expenses of ORC associated
with such dispositions, and plus (or minus) the present value to ORC of the
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net tax benefit (or cost) relating to the OSP Division arising from such
disposition and the distribution to shareholders, provided that there shall be
deducted from amounts that would otherwise be considered OSP Disposition
Proceeds an amount equal to 15% of the amount by which the OSP Disposition
Proceeds exceed $19,195,560.
Pursuant to the terms of the Merger Agreement, ORC and the Stock Option
Committee of its Board of Directors will take all action reasonably necessary
or appropriate to offer to each stock option holder the opportunity to
exchange each option for:
(i) cash amount equal to the product of (X) the number of shares of
Common Stock subject to such option and (Y) the difference between
$23.00 and the per share exercise price of such option; provided,
however, that if the option exercise price is greater than or equal to
$23.00 per share, then no amounts are payable under this subparagraph
(i); and
(ii) an amount (payable in shares of common stock of Benson Eyecare)
equal to the product of (W) the number of shares of Common Stock subject
to such option and (X) the excess, if any of
(A) the Merger Consideration per share of Common Stock over
(B) the greater of (Y) the per share exercise price
of such option and (Z) $23 per share.
The common stock of Benson Eyecare issuable pursuant to this subclause
(ii) will be obtained by the Surviving Corporation as follows: (1) if
applicable, Benson Eyecare will furnish to the Surviving Corporation,
without additional consideration, a number of shares of the common stock
of Benson Eyecare equal to the number of shares of Common Stock subject
to such option multiplied by the Fraction and (2) the Surviving
Corporation will purchase from Benson Eyecare in exchange for OSP
Disposition Proceeds of like value (the "Option Portion") all remaining
shares of Benson Eyecare common stock so issuable.
Fractional shares will not be issued, but the pro rata portion of the
net proceeds of the sale of all such shares will be paid in cash to the
persons entitled thereto. As a result of the conversion of the Common Stock,
the Common Stock will be delisted from the Nasdaq National Market and will not
be listed on any national securities exchange or quoted in any inter-dealer
quotation system, and holders of Common Stock will become stockholders of
Benson Eyecare.
Additionally, if the Merger becomes effective, the directors of Merger
Sub immediately prior to the Merger will become the directors of the Surviving
Corporation, and the officers of ORC immediately prior to the Merger will
become the officers of the Surviving Corporation.
The foregoing summary of the terms of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
full text of the Merger Agreement.
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On June 30, 1994, Optical Radiation Corporation issued a press release
relating to the Merger, a copy of which is attached hereto as Exhibit C and
incorporated herein by reference.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired: None
(b) Pro forma financial information: None
(c) Exhibits:
A Merger Agreement, dated as of June 30, 1994, among Benson
Eyecare Corporation, Benson Acquisition Company, Inc. and Optical
Radiation Corporation (incorporated by reference to Exhibit 99.1
to the Benson Eyecare Corporation (Commission File No. 001-9435)
Form 8-K dated June 30, 1994).
B Amendment No. 1 to Merger Agreement, dated as of July 6,
1994, among Benson Eyecare Corporation, Benson Acquisition
Company, Inc. and Optical Radiation Corporation (incorporated by
reference to Exhibit 99.1 to the Benson Eyecare Corporation
(Commission File No. 001-9435) Form 8-K dated June 30, 1994).
C Text of Press Release issued by Optical Radiation
Corporation dated July 1, 1994.
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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 thereunto duly authorized.
OPTICAL RADIATION CORPORATION
Registrant
Date 7/8/94 /s/ Gary N. Patten
------------- ---------------------------------------
Gary N. Patten
Vice President - Finance
(Chief Financial Officer)
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EXHIBIT INDEX
Exhibit
A Merger Agreement, dated as of June 30, 1994, among Benson
Eyecare Corporation, Benson Acquisition Company, Inc. and Optical
RadiationCorporation (incorporated by reference to Exhibit 99.1 to
the Benson Eyecare Corporation (Commission File No. 001-9435) Form
8-K dated June 30, 1994).
B Amendment No. 1 to Merger Agreement, dated as of July 6,
1994, among Benson Eyecare Corporation,Benson Acquisition Company,
Inc. and Optical Radiation Corporation(incorporated by reference
to Exhibit 99.1 to the Benson Eyecare Corporation (Commission File
No. 001-9435) Form 8-K dated June 30, 1994).
C Text of Press Release issued by Optical Radiation
Corporation dated July 1, 1994
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OPTICAL RADIATION CORPORATION
EXHIBIT C
For: Optical Radiation Corporation
1300 Optical Drive
Azusa, California 91702
Benson Eyecare Corporation
555 South Theodore Fremd Avenue
Rye, New York 10580
Contact: Richard D. Wood Roger S. Pondel
Optical Radiation Corporation Pondel Parsons & Wilkinson
(818) 969-3344 (310) 207-9300
Martin E. Franklin Sue Cole
Benson Eyecare Corporation The Newlin Company
(914) 967-9400 (212) 689-0777
BENSON EYECARE AND OPTICAL RADIATION
ENTER INTO MERGER AGREEMENT
July 1, 1994 -- Benson Eyecare Corporation (AMEX:EB), Rye, New York, and
Optical Radiation Corporation (Nasdaq:ORCO) Azusa, California, today
announced the signing of a definitive agreement under which Benson would
acquire 100% of the outstanding stock of Optical Radiation.
In the proposed merger, each share of common stock of Optical Radiation
would be exchanged for $17.00 in cash, three-quarters of one share of Benson
common stock (subject to possible adjustment) and the right to receive, on a
pro rata basis, net proceeds with respect to the disposition of Optical
Radiation's Ophthalmic Surgical Products Division, which Benson has guaranteed
will be at least $2.00 per share, payable in additional Benson common stock.
The number of shares of Benson common stock issuable in the proposed
merger is subject to adjustment based upon fluctuations in the market price of
Benson common stock above $10.80 or below $7.20. If such average trading
price of Benson common stock is less than $6.00 per share, Optical Radiation
may elect to terminate the merger agreement, unless Benson elects to provide
additional shares of Benson common stock.
The proposed merger is subject to the approval of the shareholders of
Optical Radiation and Benson, the expiration of the Hart-Scott-Rodino waiting
period and other customary closing conditions. The chairmen and chief
executive officers of both companies have committed to vote in favor of the
transaction. The parties anticipate that the transaction will be completed in
October 1994.
Martin E. Franklin, chairman and chief executive officer of Benson
Eyecare, said, "The merger of Optical Radiation into our company will
represent a significant opportunity to capitalize on a growing and dynamic
market. We are delighted to combine the first class ophthalmic operations of
Optical Radiation with the existing distribution capabilities of Benson.
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"Upon consummation of the transaction, Benson Eyecare will have
progressed significantly with its stated strategy of attaining strong
distribution capabilities across the total eyecare market. As a result of our
strategic focus on distribution and the wholesale sector, Benson will
immediately assess its presence as a retailer in the optical market," Franklin
added.
Richard D. Wood, chairman and chief executive officer of Optical
Radiation, stated, "The proposed merger brings together two leading companies
with complementary products and strengths to capture favorable demographic
trends in the consumer eyewear market. We look forward to the benefits of
combining our operations and the advantages that will be realized by our
customers and employees. We also believe that the proposed merger is in the
best interest of our shareholders."
Benson Eyecare is the largest distributor of value-priced sunglasses and
ready-to-wear reading glasses, and the largest U.S. operator of
ophthalmologist-based dispensaries for prescription eyewear.
Optical Radiation designs and manufactures a wide range of precision
optical components and systems primarily for the vision care market. The
company's products also have scientific and industrial applications.
