<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 10, 1996
--------------------------------
MEASUREX CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-8770 94-165697
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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)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (408) 255-1500
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NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
<PAGE>
This amendment to Form 8K is filed by Measurex Corporation (the "Company")
to amend Form 8K filed by the Company on January 25, 1996 in order to include
certain financial statements and pro forma financial information required by
Items 7(a) and (b) of this Form. The January 25, 1996 filing described a merger
("Merger") of a wholly owned subsidiary of the Company with and into Data
Measurement Corporation of Gaithersburg, Maryland.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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Item 7 is hereby amended and restated in its entirety to read as follows:
(A) FINANCIAL STATEMENTS OF DATA MEASUREMENT CORPORATION
1. The information under the heading "Financial Statements and
Supplementary Data," which appears on pages 18 to 40 of Amended Form 10K
filed with the SEC by Data Measurement Corporation on November 15, 1995
for the year ended December 31, 1994, is incorporated by reference in
this Form 8K/A.
2. The information contained in Form 10Q filed with the SEC by Data
Measurement Corporation on November 15, 1995, for the period ended
September 30, 1995 is incorporated by reference in this Form 8K/A.
(B) UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following listed pro forma financial information for the Merger is
attached hereto and incorporated herein by reference:
Description Attachment
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1. Introductory Paragraph F-1
2. Pro Forma Combined Balance Sheet as of September 3, 1995 F-2
3. Pro Forma Combined Statement of Income for the Year Ended
November 27, 1994 F-3
4. Pro Form Combined Statement of Income for the Nine Months
Ended September 3, 1995 F-4
5. Notes to Pro Forma Combined Financial Statements F-5 -- F-6
(C) EXHIBITS
* 2.1 Amended and Restated Agreement and Plan of Reorganization dated as of
September 16, 1995 among the Company, Data Measurement Corporation
and MX Acquisition Company.
99.1 Deloitte and Touche LLP manually signed opinion on their audits of
Data Measurement Corporation for each of the three fiscal years in
the period ended December 31, 1994.
* Previously Filed.
<PAGE>
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.
MEASUREX CORPORATION
By: /s/ Robert McAdams, Jr.
---------------------------------------------
Name: Robert McAdams, Jr.
Title: Executive Vice President,
Finance and Information Services and
Chief Financial Officer
Dated: February 29, 1996
<PAGE>
MEASUREX CORPORATION AND
DATA MEASUREMENT CORPORATION
PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
The unaudited pro forma combined balance sheet as of September 3, 1995 gives
effect to the acquisition of Data Measurement Corporation as if the acquisition
had occurred on September 3, 1995. The pro forma combined balance sheet is
based on the consolidated balance sheet of Measurex Corporation as of September
3, 1995 and on the consolidated balance sheet of Data Measurement Corporation as
of September 30, 1995.
The unaudited pro forma combined statements of income for the year ended
November 27, 1994 and the nine months ended September 3, 1995 give effect to the
transaction as though it had occurred on November 29, 1993. The pro forma
combined statements of income are based on the historical statements of income
of Measurex Corporation for the year ended November 27, 1994 and for the nine
months ended September 3, 1995 and the historical statements of operations of
Data Measurement Corporation for the year ended December 31, 1994 and for the
nine months ended September 30, 1995.
The unaudited pro forma combined financial statements give effect to the
acquisition transaction using the purchase method of accounting and the
assumptions and adjustments described in the accompanying notes to the pro forma
combined financial statements.
The pro forma statements may not be indicative of the results that would have
occurred if the combination had been in effect on the dates indicated or which
may be obtained in the future. The pro forma statements should be read in
conjunction with the consolidated financial statements of Measurex Corporation
and the consolidated financial statements of Data Measurement Corporation.
F-1
<PAGE>
MEASUREX CORPORATION
PRO FORMA COMBINED BALANCE SHEET
SEPTEMBER 3, 1995
(Unaudited - dollar amounts in thousands)
<TABLE>
<CAPTION>
Data Pro Forma
Measurex Measurement Adjustments Pro Forma
Corporation Corporation Amount Key Combined
----------- ----------- ------ ---- --------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $45,958 $1,440 $47,398
Short-term investments 1,402 1,402
Accounts receivable 84,155 8,425 (225) 1. 92,355
Inventories 32,070 12,402 (3,399) 2. 41,073
Prepaid expenses and other 13,260 625 1,897 3. 15,782
----------- ----------- ------- ---- --------
Total current assets 176,845 22,892 (1,727) 198,010
----------- ----------- ------- ---- --------
Contracts receivable 37,103 (22,000) 4. 15,103
Service parts, net 12,726 12,726
Property, plant and equipment, net 48,918 1,150 50,068
Other assets 19,690 430 24,436 5. 44,556
----------- ---------- ------- ---- --------
Total assets $295,282 $24,472 $709 $320,463
=========== ========== ======= ==== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $4,429 $618 $5,047
Short-term debt 2,549 2,549
Accounts payable 7,214 3,000 10,214
Accrued expenses 76,507 3,792 1,557 6. 81,856
Income taxes payable 5,724 204 5,928
----------- ---------- ------- ---- --------
Total current liabilities 93,874 10,163 1,557 105,594
----------- ---------- ------- ---- --------
Long-term debt 39,754 3,272 9,911 7. 52,937
Deferred income taxes 6,127 278 6,405
----------- ---------- ------- ---- --------
Total liabilities 139,755 13,713 11,468 164,936
----------- ---------- ------- ---- --------
Shareholders' equity 155,527 10,759 (10,759) 8. 155,527
----------- ---------- ------- ---- --------
Total liabilities and shareholders' equity $295,282 $24,472 $709 $320,463
=========== ========== ======= ==== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-2
<PAGE>
MEASUREX CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
YEAR ENDED NOVEMBER 27, 1994
(Unaudited)
(Dollar amounts in thousands except per share data)
<TABLE>
<CAPTION>
Data Pro Forma
Measurex Measurement Adjustments Pro Forma
Corporation Corporation Amount Key Combined
----------- ----------- ------ ---- --------
<S> <C> <C> <C> <C> <C>
Revenues $259,979 $24,206 $439 A. $284,624
----------- ----------- ------ ---- --------
Operating costs and expenses:
Cost of revenue 165,365 17,911 1,061 B. 184,337
Product development 19,992 293 20,285
Selling and administrative 63,441 4,559 998 C. 68,998
Exit and restructuring costs 6,381 6,381
----------- ----------- ------ ---- --------
Total operating costs and expenses 255,179 22,763 2,059 280,001
----------- ----------- ------ ---- --------
Earnings from operations 4,800 1,443 (1,620) 4,623
----------- ----------- ------ ---- --------
Other income (expense):
Interest expense (1,335) (410) (672) D. (2,417)
Interest income and other, net 5,687 (19) (1,650) E. 4,018
----------- ----------- ------ ---- --------
Total other income, net 4,352 (429) (2,322) 1,601
----------- ----------- ------ ---- --------
Income before income taxes, extraordinary item and
cumulative effect of accounting change 9,152 1,014 (3,942) 6,224
Provision for income taxes 3,569 194 (1,119) F. 2,644
----------- ----------- ------ ---- --------
Income before extraordinary item and cumulative
effect of accounting change 5,583 820 (2,823) 3,580
Extraordinary item - gain on extinguishment of debt 4,012 4,012
----------- ----------- ------ ---- --------
Income before cumulative effect of accounting change 5,583 4,832 (2,823) 7,592
Cumulative effect of accounting change 524 524
----------- ----------- ------ ---- --------
Net income $6,107 $4,832 ($2,823) $8,116
=========== =========== ======= ==== ========
Net income per share:
Income before extraordinary item and cumulative
effect of accounting change $0.31 $0.60 $0.20
Extraordinary item 2.93 0.22
Cumulative effect of accounting change $0.03 0.03
----------- ----------- ------- ---- --------
Net income per share $0.34 $3.53 $0.45
=========== =========== ======= ==== ========
Average number of common and common equivalent
shares (in thousands) 18,189 1,372 18,189
=========== =========== ======= ==== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-3
<PAGE>
MEASUREX CORPORATION
PRO FORMA COMBINED STATEMENT OF INCOME
NINE MONTHS ENDED SEPTEMBER 3, 1995
(Unaudited)
(Dollar amounts in thousands except per share data)
<TABLE>
<CAPTION>
Data Pro Forma
Measurex Measurement Adjustments Pro Forma
Corporation Corporation Amount Key Combined
----------- ----------- ------ ---- ---------
<S> <C> <C> <C> <C> <C>
Revenues $242,065 $23,999 $286 A. $266,350
----------- ----------- ------ ---- ---------
Operating costs and expenses:
Cost of revenue 149,132 17,084 787 B. 167,003
Product development 14,056 284 14,340
Selling and administrative 55,717 4,210 748 C. 60,675
----------- ----------- ------ ---- ---------
Total operating costs and expenses 218,905 21,578 1,535 242,018
----------- ----------- ------ ---- ---------
Earnings from operations 23,160 2,421 (1,249) 24,332
----------- ----------- ------ ---- ---------
Other income (expense):
Interest expense (2,167) (462) (504) D. (3,133)
Interest income and other, net 5,053 49 (1,238) E. 3,864
----------- ----------- ------ ---- ---------
Total other income, net 2,886 (413) (1,742) 731
----------- ----------- ------ ---- ---------
Income before income taxes 26,046 2,008 (2,991) 25,063
Provision for income taxes 8,856 628 (778) F. 8,706
----------- ----------- ------ ---- ---------
Net income $17,190 $1,380 ($2,213) $16,357
=========== =========== ======= ==== =========
Net income per share $1.01 $0.95 $0.96
Average number of common and common
equivalent shares (in thousands) 17,015 1,461 17,015
=========== =========== ======= ==== =========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-4
<PAGE>
MEASUREX CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED -IN THOUSANDS)
The following adjustments are incorporated in the pro forma combined balance
sheet as of September 3, 1995:
1. Conform revenue recognition policies ($225)
--------
($225)
--------
2. Conform service inventory amortization policies and
increase reserves for excess and obsolete inventory ($3,640)
Conform revenue recognition policies (34)
Conform inventory capitalization policies (255)
Step-up inventory values 530
--------
($3,399)
--------
3. Capitalize in process research and development $ 146
Record deferred taxes relating to these adjustments
and to disqualifying dispositions 1,751
--------
$ 1,897
--------
4. Record portion of purchase price financed by sale of
contracts receivable ($22,000)
--------
5. Record goodwill $23,911
Write off previously recorded goodwill (375)
Record fair value of patents aquired 900
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$24,436
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6. Conform revenue recognition policies $ 435
Accrue legal fees 250
Record exit costs 872
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$ 1,557
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7. Record portion of purchase price financed through
additional debt $ 9,647
Adjust FDIC debt to fair market value 640
Record conversion of debentures (376)
--------
$ 9,911
--------
8. Eliminate Data Measurement Corporation's
shareholders' equity ($10,759)
--------
F-5
<PAGE>
MEASUREX CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED -IN THOUSANDS)
The following adjustments are incorporated in the pro forma combined statements
of income:
<TABLE>
<CAPTION>
Nine Months
Year Ended Ended
November 27, September 3,
1994 1995
------------ ------------
<S> <C> <C>
A. Conform revenue recognition policies $439 $286
------------ ------------
B. Conform service parts amortization
policies $400 $300
Conform revenue recognition policies 661 487
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$1,061 $787
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C. Adjust amortization to reflect increase in
patents to fair value and amoritization of
goodwill over a 25 year period $998 $748
------------ -----------
D. Additional interest expense to reflect
additional borrowings at 7.0% per annum ($672) ($504)
----------- ------------
E. Reduce interest income to reflect sale of
contracts receivable at 7.5% per annum ($1,650) ($1,238)
----------- ------------
F. Record income tax benefit for the above
adjustments ($1,119) ($778)
----------- ------------
</TABLE>
F-6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DOCUMENT
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2.1 * Amended and Restated Agreement and Plan
of Reorganization dated as of September
16, 1995 among the Company, Data
Measurement Corporation and MX
99.1 Acquisition Company.
Deloite and Touche LLP manually signed
opinion on their audits of Data
Measurement Corporation for each of the
three fiscal years in the period ended
December 31, 1994.
* Previously Filed.
<PAGE>
EXHIBIT 99.1
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of Data Measurement Corporation
Gaithersburg, Maryland
We have audited the accompanying consolidated balance sheets of Data Measurement
Corporation and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1994. These financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We did not audit the financial statements of DMC (U.K.) Limited (a
consolidated subsidiary), which statements reflect total assets constituting 20%
and 18% of consolidated total assets as of December 31, 1994 and 1993,
respectively, and total revenues constituting 19%, 11% and 14% of consolidated
total revenues for the years ended December 31, 1994, 1993, and 1992,
respectively. Such financial statements were audited by other auditors whose
report has been furnished to us, and our opinion, insofar as it relates to the
amounts included for DMC (U.K.) Limited, is based solely on the report of such
other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the report of other auditors, such
consolidated financial statements present fairly, in all material respects, the
financial position of Data Measurement Corporation and subsidiaries as of
December 31, 1994 and 1993, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles.
/s/Deloitte & Touche
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Washington, D.C.
March 1, 1995
