SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 24, 2000
CYBEROPTICS CORPORATION
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(Exact name of registrant as specified in its charter)
Minnesota 0-16577 41-1472057
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(State or other jurisdiction of COMMISSION FILE NO. (I.R.S. Employer
incorporation or organization) Identification No.)
5900 Golden Hills Drive
Golden Valley, MN 55416
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(Address of principal executive offices) (Zip Code)
(612) 542-5000
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 24, 2000, CyberOptics Corporation ("CyberOptics") completed
the acquisition of Imagenation Corporation, an Oregon corporation
("Imagenation"). Pursuant to a Stock Purchase Agreement dated as of October 24,
2000 (the "Agreement") between CyberOptics Corporation, the four stockholders of
Imagenation, and the five of principal holders of options of Imagenation,
CyberOptics acquired all 2,999,997 shares of capital stock, and all options to
purchase 1,509,000 shares of capital stock of Imagenation that were outstanding
for a purchase price of $6,650,000 in cash at closing, plus $350,000 that was
placed in an escrow account for one year to cover indemnity obligations.
CyberOptics also agreed to pay contingent consideration equal to 5% of net
sales, if any, generated during the three years ending December 31, 2003 from
the sale of any new products under development at the time of the acquisition,
including revenues generated from the sale of products that are derivative works
of such products. The transaction was treated as a purchase for accounting
purposes.
Imagenation was founded in 1988 and currently manufactures and markets
frame grabber software and cards for image capture. Imagenation also has under
development a Vision Cell sensor technology that, if successfully developed, is
expected to provide the foundation for a family of specific products applicable
to the robotic semiconductor wafer handling equipment with which sensors from
CyberOptics' Hama Sensors subsidiary are used. CyberOptics desires to complete
development of this new sensor technology, and if successful, CyberOptics
intends to use its understanding of the markets for semiconductor robotics
sensors to expand sales of these new sensors. In addition, Imagenation has under
development a new-generation digital frame grabber technology that, if
successfully developed, will be marketed to manufacturers of semiconductor
capital equipment and other general-purpose frame grabber customers.
CyberOptics intends to capitalize on the image capture and processing
expertise and development staff of Imagenation to further penetrate the
semiconductor markets. CyberOptics will maintain Imagenation's operations in
Portland, Oregon, a center for semiconductor manufacturing and development, as
well as Hama's offices in the Silicon Valley, but will integrate their
operations in its semiconductor products group. Imagenation generated
approximately $4.7 million of revenue during the year ended December 31, 1999
and approximately $3.9 million of revenue during the nine months ended September
30, 2000.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a) Financial statements of the business acquired
Financial statements are omitted because none of the
conditions set forth in SX Rule 1.02(w) exceeded 20% with
respect to the business acquired.
b) Pro forma financial information
Pro forma financial information is omitted because the
business acquired did not constitute a "significant business"
within the meaning of SX Rule 11-01(b).
c) Exhibits
Exhibit Number Description
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2.1 Stock Purchase Agreement
2.2 Escrow Agreement
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CYBEROPTICS CORPORATION
By /s/ STEVEN M. QUIST
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Steven M. Quist, Chief Executive Officer
Dated: November 8, 2000
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