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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): JUNE 22, 1995
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MEASUREX CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 1-8770 94-1658697
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Results Way, Cupertino, California 95014
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (408) 255-1500
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________________________________________________________________________________
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 22, 1995, Measurex Corporation ("Measurex") bought back from HIHC,
Inc. ("HIHC"), a wholly owned subsidiary of Harnischfeger Industries, Inc.
("Harnischfeger"), 1,613,100 shares of outstanding Measurex Common Stock (the
"Shares"), par value $.01 per share, at a purchase price of $32.50 per share,
representing all of the Common Stock of Measurex held by HIHC. The purchase was
made by wire transfer of funds to HIHC, and was funded by Measurex from cash on
hand as well as from borrowing on existing credit agreements.
Jeffery T. Grade, Chairman and Chief Executive Officer of Harnischfeger,
will continue to be a member of Measurex's Board of Directors. HIHC has owned
approximately 10% of Measurex's stock since December of 1994. Since 1987,
Measurex has had a cooperative agreement with Beloit Corporation, an 80%-owned
subsidiary of Harnischfeger, and since 1990, Measurex has had an affiliation
agreement with Harnischfeger. In connection with the purchase of the shares by
Measurex, the parties amended the cooperative agreement and the affiliation
agreement, and waived certain termination rights with respect to such
agreements.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired. Not applicable.
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(b) Pro Forma Financial Information. Not applicable.
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(c) Exhibits. The following document is filed as an exhibit to this
report:
2.1 Stock Repurchase Agreement and Amendment to Joint
Marketing, Sales and Development Agreement dated June
22, 1995 among Measurex, Harnischfeger, HIHC and
Beloit Corporation.
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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.
MEASUREX CORPORATION
Dated: July 6, 1995 By: /s/ Charles Van Orden
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Charles Van Orden
Vice President and
General Counsel
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Exhibit Index
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EXHIBIT SEQUENTIALLY
NUMBER NUMBERED PAGE
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<S> <C> <C>
2.1 Stock Repurchase Agreement and Amendment to Joint
Marketing, Sales and Development Agreement dated
June 22, 1995 among Measurex, Harnischfeger, HIHC
and Beloit Corporation.
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STOCK REPURCHASE AGREEMENT AND AMENDMENT
TO
JOINT MARKETING, SALES AND DEVELOPMENT AGREEMENT
This Stock Repurchase Agreement and Amendment to Joint Marketing, Sales
and Development Agreement (this "Agreement"), is entered into this 22 day of
June, 1995 by and among Measurex Corporation, a Delaware corporation (the
"Company"), and Harnischfeger Industries, Inc., a Delaware corporation
("Harnischfeger"), HIHC, Inc., a Delaware corporation ("Investor"), and Beloit
Corporation, a Delaware corporation ("Beloit").
RECITALS
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WHEREAS, the Company and Harnischfeger are parties to that certain
Affiliation Agreement, dated as of May 30, 1990 (the "Affiliation Agreement")
and the Company and Beloit Corporation ("Beloit"), a subsidiary of
Harnischfeger, are parties to that certain Joint Marketing, Sales and
Development Agreement dated as of May 30, 1990 (the "Marketing Agreement"); and
WHEREAS, Investor is a wholly owned subsidiary of Harnischfeger and
the direct beneficial owner of certain of the Company's outstanding Common Stock
par value $.01 per share, acquired in connection with the Affiliation Agreement;
and
WHEREAS, Harnischfeger has determined to cause Investor to sell to the
Company and the Company has determined to purchase from Investor an aggregate of
1,613,100 shares of the Company's outstanding Common Stock, par value $.01 per
share, representing all of the Common Stock of Company held by Investor and
Harnischfeger (the "Shares"); and
WHEREAS, the parties desire to amend the Affiliation Agreement and the
Marketing Agreement and desire to waive certain termination rights which would
otherwise come into effect as a result of the purchase of Shares;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements and agreements set forth herein, the parties hereto
agree as follows:
1. The Company will purchase from Investor and Investor will
sell to the Company the Shares for an aggregate price of
Fifty Two Million, Four Hundred Twenty Five Thousand,
Seven Hundred and Fifty Dollars ($52,425,750) (the
"Purchase Price") in full consideration for its repurchase
of the Shares.
2. Payment of the Purchase Price shall be made by wire
transfer to Investor's account at PNC Bank-Delaware,
Wilmington, DE, ABA
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No. 031100089, credit to HIHC, Inc. Account No. 47-47-002-
3000906 in federal funds for value on June 27, 1995.
3. Upon receipt of the Purchase Price, Investor will deliver
to the Company a stock certificate representing the Shares
(the "Certificate"), duly endorsed for transfer to the
Company (or cause the Shares to be transferred by wire
transfer to an account designated by Company for such
purpose). The Purchase Sale shall be deemed complete upon
payment of the Purchase Price.
4. The Company represents and warrants to Harnischfeger,
Investor and Beloit that the Board of Directors of the
Company has, or will have prior to payment of the purchase
price, lawfully authorized the execution and delivery of
this Agreement and the performance of its obligations
contained herein. Notwithstanding the provisions of
Section 1.02 of the Affiliation Agreement, the Company
hereby consents to the sale of the Shares by Investor as
contemplated hereby.
5. Harnischfeger, Investor and Beloit have each taken all
necessary corporate action and possess the requisite
corporate authority to authorize the execution and
delivery of this Agreement.
6. Measurex hereby waives the right of termination specified
in Section 13.2(i) of the Marketing Agreement.
7. Beloit hereby waives the right of termination specified in
Section 13.3(ii) of the Marketing Agreement.
8. Section 6.01(d) of the Affiliation Agreement is amended by
deleting the words "and Article III" in the second to last
line thereof.
9. Section 2.10 of the Marketing Agreement is amended by
adding the words "or any successor products to such
MEASUREX Products or any jointly developed products" in
line 1 after "MEASUREX Products".
10. Section 13.6 of the Marketing Agreement is amended by adding
the words "or any successor products to such MEASUREX
Products or any jointly developed products" in line 8 after
"MEASUREX Products".
11. Section 16.1 of the Marketing Agreement is amended to read
as follows:
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"16.1 MEASUREX may enter into similar business
relationships with other pulp and paper machinery
suppliers."
12. Section 16.2 of the Marketing Agreement is deleted in its
entirety.
13. Section 16.3 of the Marketing Agreement is amended to read
as follows:
"16.3 BELOIT may enter into similar business
relationships with other suppliers of process measurement
and control systems, cross directional control actuators,
machine monitoring systems, web inspection systems and
stand-alone cross directional control systems."
14. Sections 16.4, 16.4.1, 16.4.2, 16.4.3 and 16.4.4 of the
Marketing Agreement are deleted in their entirety.
15. With the exception of the waivers contained in Paragraphs 4,
6 and 7 hereof, and the amendments contained in Paragraphs
8, 9, 10, 11, 12, 13 and 14 hereof, all covenants,
undertakings and agreements contained in the Affiliation
Agreement and the Marketing Agreement are and shall remain
in effect and the respective obligations and rights of the
Company, Harnischfeger and Beloit therein are not otherwise
amended. Furthermore, to the extent the Company and Beloit
have co-developed one or more products, the rights of the
Company and of Beloit created by such co-development or
agreed upon as a result of such co-development shall not be
affected by this Agreement.
In addition, other than as may be permitted in a written
agreement signed by the President of Beloit, the Company
shall not in any manner disclose to any third party any
information, data, processes, or other know-how which is
proprietary or confidential to Beloit (hereinafter "Beloit
Confidential Information"). This restriction includes but is
not limited to Beloit Confidential Information relating to
the dilution control technology relating to Beloit's Concept
IV headbox. In addition, the Company shall not in any manner
use Beloit Confidential Information (including Beloit
Confidential Information relating to the dilution control
technology relating to Beloit's Concept IV headbox) in
connection with any business development, sales efforts or
any other business activities or arrangements between the
Company and any existing or future competitor of Beloit.
In addition, other than as may be permitted in a
written agreement signed by the President of the Company,
none of
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Beloit, Harnischfeger or Investor (the "Harnischfeger
Parties") will in any manner disclose to any third party any
information, data, processes, or other know-how which is
proprietary or confidential to the Company (hereinafter
"Company Confidential Information"). In addition, the
Harnischfeger Parties shall not in any manner use Company
Confidential Information in connection with any business
development, sales efforts or any other business activities
or arrangements between the Harnischfeger Parties and any
existing or future competitor of the Company.
As used in this Paragraph 12, neither Beloit Confidential
Information nor Company Confidential Information shall
include any information which (i) is now or hereafter
becomes generally known or available through no act or
failure to act on the part of the recipient, (ii) is already
known to the recipient prior to its receipt thereof,
provided that such information is not known by the recipient
to be subject to a confidentiality agreement between the
source and any of the disclosing parties (iii) is rightfully
furnished by parties not party to this Agreement and without
restriction on disclosure, (iv) is furnished by the
disclosing party to a party other than a party to this
Agreement and without restriction on disclosure, or (v) is
independently developed by the recipient provided that the
personnel who developed the same did not have access to any
Confidential Information of the disclosing party.
The provisions of this Paragraph 12 relating to Beloit
Confidential Information and Company Confidential
Information (i) are in addition to and not in substitution
of Article IV and Section 6.09 of the Affiliation Agreement
and Sections 17.4 and 17.12 of the Marketing Agreement and
(ii) shall remain in effect notwithstanding the termination
or expiration of the Affiliation Agreement, the Marketing
Agreement or any other agreement between the Company and
Beloit.
16. Neither this Agreement nor any provision hereof may be
waived, modified, amended, altered or supplemented except by
a written agreement signed by the Company, Harnischfeger,
Investor and Beloit; provided that the provisions of the
Marketing Agreement may be waived, modified, amended,
altered or supplemented without the written agreement of
either Harnischfeger or Investor. All representations,
promises or other inducements made to cause either party to
enter into this Agreement are set forth herein.
17. This Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by the successors of the
parties hereto. This agreement shall not be assignable.
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18. Each party hereto shall pay its own expenses incurred in
connection with this Agreement.
19. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be
given (and shall be deemed to have been duly given upon
receipt) by delivery, by hand, by mail (registered or
certified mail, postage prepaid, return receipt requested),
by overnight courier or by telex or telecopy as follows:
If to the Company:
Measurex Corporation
One Results Way
Cupertino, California 95014
Attention: Chief Executive Officer
With copies to:
Measurex Corporation
One Results Way
Cupertino, California 95014
Attention: General Counsel
Brobeck, Phleger & Harrison
Spear Street Tower
One Market Plaza
San Francisco, California 94105
Attention: John W. Larson, Esq.
If to Harnischfeger:
Harnischfeger Industries, Inc.
13400 Bishops Lane
Brookfield, Wisconsin 53005
Attention: Chief Executive Officer
With copies to:
Harnischfeger Industries, Inc.
13400 Bishops Lane
Brookfield, Wisconsin 53005
Attention: General Counsel
If to Investor:
HIHC, Inc.
Bank of Delaware Building
Suite 512, 300 Delaware Avenue
Wilmington, Delaware 19801
With copies to :
Harnischfeger Industries, Inc.
13400 Bishops Lane
Brookfield, Wisconsin 53005
Attention: General Counsel
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If to Beloit:
Beloit Corporation
One St. Lawrence Avenue
Beloit, Wisconsin
Attention: President
With copies to:
Beloit Corporation
One St. Lawrence Avenue
Beloit, Wisconsin
Attention: General Counsel
Harnischfeger Industries, Inc.
13400 Bishops Lane
Brookfield, Wisconsin 53005
Attention: General Counsel
or to such other address as any party may have furnished to
the other in writing in accordance herewith.
20. If any term or provision of this Agreement is held by a
court of competent jurisdiction or other authority to be
invalid, void, unenforceable or against its regulatory
policy, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired
or invalidated.
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21. This Agreement contains the entire understanding of the
parties with respect to its subject matter. There are no
restrictions, agreements, promises, warranties, covenants or
undertakings other than those expressly set forth herein
with respect to any matter. This Agreement supersedes all
prior agreements and understandings between the parties with
respect to its subject matter.
22. No failure or delay on the part of either party in the
exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right,
power or privilege. All rights or remedies existing under
this Agreement are cumulative to, and not exclusive of, any
rights or remedies otherwise available.
23. This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of Delaware.
24. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company, Harnischfeger, Investor and Beloit
caused this Agreement to be executed as of the day and year first above written.
COMPANY:
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MEASUREX CORPORATION
By: /s/ DAVID A. BOSSEN
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David A. Bossen
Chairman and
Chief Executive Officer
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HARNISCHFEGER:
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HARNISCHFEGER INDUSTRIES, INC.
By: /s/ FRANCIS M. CORBY, JR.
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Francis M. Corby, Jr.
Executive Vice President
Finance and Administration
INVESTOR:
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HIHC, INC.
By: /s/ JOHN P. GARNIEWSKI, JR.
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John P. Garniewski, Jr.
President
BELOIT:
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BELOIT CORPORATION
By: /s/ ERIC B. FONSTAD
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Eric B. Fonstad
Assistant Secretary
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