<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
AMENDMENT NUMBER 2 TO 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
- --------------------------------------------------------------------------------
Delaware 1-8770 94-16597
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Results Way, Cupertino, California 95014
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 255-1500
------------------------------
Not applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
This amendment to Form 8K is filed by Measurex Corporation (the "Company") to
further amend Form 8K filed by the Company on January 25, 1996 and amended on
February 29, 1996. This amendment provides additional detail on the notes to
the Pro Forma Combined Financial information required by Items 7(a) and (b) of
the Form. The January 25, 1996 filing described a merger ("Merger") of a
wholly owned subsidiary of the Company with and into Data Measurement
Corporation ("DMC") of Gaithersburg, Maryland.
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
Date: December 6, 1996
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
________________________________________________________________________________
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
----------- ----------
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 Forma 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-10
(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>
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.
Subsequent to the filing of these pro forma financial statements on February 29,
1996, the Company made adjustments to some of the numbers as a result of
resolution of certain contingencies that individually and collectively were not
material to the Pro Forma Combined Financial Statements, or the purchase
transaction.
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. ACCOUNTS RECEIVABLE ($225)
======
Conform DMC policy of revenue recognition using a
percentage of completion method on certain contracts
to the Measurex policy of revenue recognition on
product shipment for projects where remaining
obligations are insignificant and collection is
probable.
2. INVENTORIES
Conform service inventory amortization policies ($2771)
-----------------------------------------------
Measurex depreciates spare parts held to support
the worldwide service business on a 7 year
declining balance basis. DMC did not separate these
parts from current production inventory. This
adjustment conformed the DMC practice to be
consistent with Measurex.
Conform inventory reserve policies ($869)
----------------------------------
This adjustment calculated the DMC requirement for
reserves to cover excess and slow moving inventory
using the Measurex policy as well as increasing the
DMC reserves for obsolescence related to one product
line that Measurex elected to discontinue.
------
c/f ($3640)
F-5
<PAGE>
MEASUREX CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED - IN THOUSANDS)
2. INVENTORIES (CONTINUED) c/f ($3640)
Conform revenue recognition policies ($34)
------------------------------------
The adjustment reflects the change in inventory
value that results from conforming DMC revenue
recognition to the Measurex policy as described
in Note 1.
Conform inventory capitalization costs ($255)
--------------------------------------
Expense work in process on projects that will
not be completed pursuant to the acquisition.
Step-up inventory values $ 530
------------------------
Recognize profit earned prior to acquisition on
the DMC system projects in work in process at the
date of acquisition.
------
($3399)
======
3. PREPAID EXPENSES AND OTHER
Capitalize in process research and development $ 146
-----------------------------------------------
Allocation of the amount of the purchase price
related to acquired research and development that was
expensed in the first period after acquisition.
Recognition of deferred tax assets $ 1751
----------------------------------
This adjustment recognizes the tax impact of the
adjustments made to the pro forma statements. It also
recognizes the tax benefit associated with the
exercise and sale of all outstanding DMC stock
options as of the acquisition date.
$ 1897
=======
F-6
<PAGE>
MEASUREX CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED - IN THOUSANDS)
4. CONTRACTS RECEIVABLE
Record portion of purchase price
--------------------------------
financed by sale of contracts receivable ($22,000)
---------------------------------------- =========
The Company entered into an agreement to discount
certain of its contracts receivable with a
financial institution. The proceeds were used
to finance the acquisition of DMC.
5. OTHER ASSETS
Record goodwill $ 23,911
---------------
This adjustment reflects the portion of the
purchase price allocated to goodwill.
Write off previously recorded goodwill ($375)
--------------------------------------
To write off goodwill on the books of DMC relating
to acquisitions made previously by that company.
Record fair value of patents acquired $ 900
-------------------------------------
To allocate a portion of the purchase price to
reflect a fair value to patents owned by DMC that
were acquired as part of this transaction.
---------
$ 24,436
=========
6. ACCRUED EXPENSES
Conform revenue recognition policies $ 435
------------------------------------
This adjustment establishes an accrual to complete
all outstanding installations of DMC as a result of
conforming to the Measurex policy of revenue
recognition upon shipment.
Accrue legal fees $ 250
-----------------
This adjustment accrues legal fees associated with
this transaction.
---------
c/f $ 685
F-7
<PAGE>
MEASUREX CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
<S> <C> <C>
6. ACCRUED EXPENSES (CONTINUED) c/f $ 685
Record exit costs $ 872
-----------------
This adjustment reflects the costs
for the closure of the UK plant of
DMC which occurred on May 31, 1996,
certain employee termination costs
and the costs associated with
terminating a DMC US facilities
lease.
---------
$ 1557
=========
7. LONG TERM DEBT
Record portion of purchase price $ 9647
--------------------------------
financed through debt
---------------------
Reflects the amount of additional
debt taken on by the Company to
finance the acquisition.
Adjust FDIC debt to fair market value $ 640
-------------------------------------
DMC previously issued to the FDIC a
Convertible Subordinate Debenture
that was convertible to DMC common
stock subject to certain
restrictions. DMC had the right to
redeem the Debenture at the time of
conversion. This adjustment
revalued the debt to estimated fair
market value as of the acquisition
date.
Record conversion of debenture ($376)
------------------------------
This adjustment reflected the
conversion of certain DMC debentures
to common stock that occurred as of
the acquisition date.
=========
$ 9911
=========
8. ELIMINATE DATA MEASUREMENT ($10,759)
CORPORATION'S SHAREHOLDERS' EQUITY =========
This reflects the elimination of DMC
share capital and pre-acquisition
earnings from the consolidated results.
</TABLE>
F-8
<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>
Year Ended Nine Months Ended
November 27, 1994 September 3, 1995
----------------- -----------------
<S> <C> <C>
A. REVENUE
Conform revenue recognition policies $ 439 $286
------------------------------------ ===== ====
This adjusts DMC revenue recognition to
the Measurex policy as described in
Note 1 on F5.
B. COST OF REVENUE
Conform service parts amortization $ 400 $300
----------------------------------
policies
--------
This adjusts DMC costs to include the
periodic charge for service parts as a
result of adopting the Measurex policy
on service parts amortization.
Conform revenue recognition $ 661 $487
---------------------------
policies
--------
This adjusts cost of sales of DMC to
reflect the revenue adjustments
described above. _____ ____
$1061 $787
===== ====
</TABLE>
F-9
<PAGE>
MEASUREX CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
<S> <C> <C>
C. SELLING AND ADMINISTRATIVE EXPENSE $ 998 $ 748
======= =======
Adjust amortization expense to
reflect increase in patents to fair
value and amortization of goodwill
on this acquisition over a 25-year
period.
D. INTEREST EXPENSE ($672) ($504)
======= =======
Additional interest expense as a
result of additional borrowing to
finance the acquisition assuming an
interest rate of 7.0% per annum.
E. INTEREST INCOME AND OTHER ($1650) ($1230)
======= =======
Reduce interest income to reflect
the sale of contracts receivable,
the proceeds of which were used to
fund the acquisition. The average
interest rate on these receivables
of 7.5% was used.
F. PROVISION FOR INCOME TAXES ($1119) ($778)
======= ========
Record income tax benefits for the
adjustments above that are subject
to taxes.
</TABLE>
F-10
<PAGE>
Index to Exhibits
Exhibit
Number Document
- ------ --------
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* 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.
