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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) December 19, 1997
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PACIFIC SCIENTIFIC COMPANY
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(Exact name of registrant as specified in its charter)
California 1-7744 94-0744970
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
620 Newport Center Drive, Suite 700, Newport Beach, California 92660
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 720-1714
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 19, 1997, Pacific Scientific Company (the "Company") sold
its Automation Intelligence Inc. subsidiary to Sanyo Denki, Co., Ltd. of Japan.
The transaction will result in a one-time after tax loss for the Company of
approximately $3.5 million to be recognized in the fourth quarter. Sales of
Automation Intelligence Inc. in 1996 were $7.6 million. See the press release
attached hereto as an exhibit for a copy of the Company's press release issued
December 26, 1997.
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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.
PACIFIC SCIENTIFIC COMPANY
Date: December 30, 1997 By: /s/ Winston E. Hickman
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Winston E. Hickman
Senior Vice President,
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number Description
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99 Press release dated December 26, 1997, issued
by Pacific Scientific Company regarding the
sale of the Company's Automation Intelligence
Inc. subsidiary.
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EXHIBIT 99
[TEXT OF PRESS RELEASE]
Pacific Scientific Company Announces Sale of Automation Intelligence Subsidiary
NEWPORT BEACH, California, December 26, 1997 - Pacific Scientific
Company (NYSE: PSX) today announced the sale of its Automation Intelligence Inc.
subsidiary to Sanyo Denki, Co., Ltd., of Japan. Automation Intelligence
integrates motor and control systems for large machines used in factory
automation and produces multi-axis controllers. Sanyo Denki was previously a
licensee of the software produced by Automation Intelligence. Sales of
Automation Intelligence in 1996 were $7.6 million. Terms of the transaction were
not disclosed, but will result in a one-time after tax loss for Pacific
Scientific of approximately $3.5 million to be recognized in the current
quarter. This loss results primarily from a write-off of goodwill. Cash proceeds
and the tax advantage from the sale will be a future benefit to the Company.
Sanyo Denki manufactures and sells electrical equipment including
cooling fans used mainly with electronic equipment, power generating and control
systems, and servo and stepper motors. Sanyo Denki stated that the Automation
Intelligence capabilities are complementary to their motor and control products
and meet a need within their worldwide growth plans. Sanyo Denki intends to
expand the market for Automation Intelligence products in Japan and other areas
while continuing to operate the company in the Atlanta area.
Lester Hill, Chairman and Chief Executive Officer of Pacific Scientific,
stated, "This sale is consistent with our previously announced strategy of
focusing on core operations. Automation Intelligence has unique capabilities in
controlling multi-axis applications, but did not fit our core focus within the
motion control market. In addition to streamlining our operations through
initiatives such as the sale of Automation Intelligence, we are also focusing on
building selected core areas. This focus was reflected in the Company's
acquisition of an Irish manufacturer of brushless servo motors with sales of
approximately $10 million, which was announced earlier this month."
Statements made in this press release that state the Company's or
management's intentions, hopes, beliefs, expectations or predictions of the
future are forward-looking statements. It is important to note the Company's
actual results could differ materially from those projected in such
forward-looking statements. Additional information concerning factors that could
cause actual results to differ materially from those in the forward-looking
statements is contained from time to time in the Company's SEC filings,
including but not limited to the Company's report on Form 10-K for the year
ended December 27, 1996; and the Company's reports on Form 10-Q for the quarters
ending March 28, 1997; June 27, 1997 and September 26, 1997.
Pacific Scientific Company is an international business that designs,
manufacturers and markets motion control, process control and safety equipment.
Source: Pacific Scientific Company
