<PAGE>
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
AUGUST 19, 1998
-------------------------------------
Date of Report
(Date of earliest event reported)
ADVANCED DIGITAL INFORMATION CORPORATION
----------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
WASHINGTON 0-21103 91-1618616
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
11431 Willows Road, P.O. Box 97057, Redmond, Washington 98073-9757
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(425) 881-8004
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 19, 1998, Advanced Digital Information Corporation (the
"Company") acquired EMASS, Inc. ("EMASS"), a wholly owned subsidiary of Raytheon
E-Systems, Inc. ("RES") and the tape storage division of Raytheon Company
pursuant to a Stock Purchase Agreement with RES, dated July 21, 1991 (the "Stock
Purchase Agreement"). Pursuant to the Stock Purchase Agreement, the Company
made a cash payment of $24,766,000 to RES and assumed approximately $2,000,000
in mortgage indebtedness in exchange for one hundred percent of the outstanding
stock of EMASS (the "Acquisition"). The Acquisition was financed from existing
cash of the Company and a loan on customary terms from Seafirst Bank in the
amount of $20,000,000.
The Company expects to incur certain restructuring costs as well as a
significant one-time expense for purchased research and development in
connection with the Acquisition. Restructuring costs will generally be
capitalized as liabilities related to the cost of the Acquisition while the
purchased research and development charge will be reflected as a non-recurring
expense in the Company's financial statements for the quarter and fiscal year
ending October 31, 1998.
EMASS is headquartered in Englewood, Colorado, with European operations
based in Bohmenkirch and Frankfurt, Germany. Founded as a mass storage provider
with emphasis on satellite download data and scientific archive solutions, EMASS
has evolved into a major provider of large-scale data libraries and open systems
storage software. Products range from the AML/S mixed media library, which
scales to 50 terabytes, to the AML/2 data library, which scales to 50,000
cartridges and petabytes of data. All EMASS hardware products are based on
industry standard removable media technologies including D2, DLT, half-inch,
8mm, and 4mm tape technologies and optical media. EMASS's storage management
software is an integrated family of software products including Hierarchical
Storage Management (HSM) and high performance direct access archive software, as
well as volume management control software for libraries.
The foregoing summary of the Stock Purchase Agreement and the arrangements
and transactions contemplated thereby is qualified in its entirety by reference
to the Stock Purchase Agreement which is incorporated herein by reference to
Exhibit 2.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Financial Statements of Business Acquired:
FORM 8-K PAGE 1
<PAGE>
The Company will furnish financial statements of EMASS by amendment to this
Current Report within 60 days of the date of this Current Report.
Exhibits:
<TABLE>
<CAPTION>
Exhibits
--------
<S> <C>
2.1 Stock Purchase Agreement by and between Raytheon E-
Systems, Inc. and Advanced Digital Information
Corporation, dated July 21, 1998.*
2.2 Amendment No. 1 to Stock Purchase Agreement by and
between Raytheon E-Systems, Inc. and Advanced
Digital Information Corporation, dated July 21,
1998.
2.3 Letter agreement between Ratheon E-Systems and the
Company, dated August 19, 1998.
</TABLE>
* Incorporated herein by reference to the Company's Current Report on Form
8-K dated July 21, 1998 filed with the Securities and Exchange Commission.
The Company agrees to furnish supplementally any omitted exhibits or
schedules to the Commission upon request.
FORM 8-K PAGE 2
<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 hereunto duly authorized.
ADVANCED DIGITAL INFORMATION
CORPORATION
Dated: September 3, 1998 By /s/ Peter H. van Oppen
-------------------------------
Peter H. van Oppen
Chairman and Chief Executive
Officer
FORM 8-K PAGE 3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits
--------
<S> <C>
2.1 Stock Purchase Agreement by and between Raytheon E-
Systems, Inc. and Advanced Digital Information
Corporation, dated July 21, 1998.*
2.2 Amendment No. 1 to Stock Purchase Agreement by and
between Raytheon E-Systems, Inc. and Advanced
Digital Information Corporation, dated July 21,
1998.
2.3 Letter agreement between Ratheon E-Systems and the
Company, dated August 19, 1998.
</TABLE>
* Incorporated herein by reference to the Company's Current Report on Form
8-K dated July 21, 1998 filed with the Securities and Exchange Commission.
FORM 8-K PAGE 4
<PAGE>
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Reference is made to that certain Stock Purchase Agreement ("Stock Purchase
Agreement") by and between Raytheon E-Systems, Inc. ("Seller") and Advanced
Digital Information Corporation ("Buyer") dated as of July 21, 1998. Unless
otherwise defined herein, all capitalized terms shall have the meanings ascribed
in the Stock Purchase Agreement.
1. AMENDMENTS. The parties acknowledge and agree that the Stock Purchase
Agreement is hereby amended as follows:
(a) In the first line of the Stock Purchase Agreement, "July 20,1998" is
deleted and replaced by "July 21, 1998";
(b) In the first sentence of Section 12.12, the reference to "Section
5.14" is deleted and replaced by "Section 5.13";
(c) Schedule 3.6 is deleted and replaced by Schedule 3.6 attached hereto.
IN WITNESS WHEREOF, this Amendment to the Stock Purchase Agreement is
signed by or on behalf of the parties as of the day first written above.
RAYTHEON E-SYSTEMS, INC.
By /s/ Michael C. Eberhardt
-------------------------------
Name: Michael C. Eberhardt
Title: Vice President, Secretary and General Counsel
ADVANCED DIGITAL INFORMATION
CORPORATION
By /s/ Peter H. van Oppen
-------------------------------
Name: Peter H. van Oppen
Title: Chairman of the Board
<PAGE>
SCHEDULE OMITTED FROM AMENDMENT NO. 1 TO STOCK
PURCHASE AGREEMENT
Schedule
- --------
3.6 Intellectual Property
<PAGE>
Raytheon E-Systems, Inc.
501 S. Jupiter Road
Garland, TX 75042
19 August 1998
Advanced Digital Information Corporation
11431 Willows Road N.E.
Redmond, WA 98073
Ladies and Gentlemen:
We refer to that certain Stock Purchase Agreement ("Stock Purchase
Agreement") dated as of July 21, 1998 between Raytheon E-Systems, Inc.
("Raytheon") and Advanced Digital Information Corporation ("ADIC") by which ADIC
will purchase from Raytheon all the stock of EMASS, Inc., a Delaware
corporation ("EMASS"). Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings assigned in the Stock Purchase Agreement. As
a condition precedent to closing the sale of EMASS, Section 5.10 of the Stock
Purchase Agreement requires that Raytheon cause the discharge of all obligations
under certain loan agreements ("Grau Loan Agreements") between EMASS/Grau
Storage Systems GmbH & Co. KG [KG], a limited partnership organized under the
laws of Germany, and Deutsche Bank and Commerzbank, respectively.
In order to close the purchase of EMASS on Wednesday, the 19th of August
1998, Raytheon has estimated the amount necessary to discharge all
obligations under the Grau Loan Agreements on the date hereof and has
purchased and transferred such estimated amount (US$8,721,208.33, which
amount shall be referred to herein as the "Estimated Payoff Amount") to the
respective banks. The Estimated Payoff Amount shall be the amount used by
Raytheon and ADIC as the "Current Portion--LT Debt" in determining the
Adjusted Purchase Price in accordance with Sections 2.4(a)(i) and 2.4(a)(iii)
of the Stock Purchase Agreement.
ADIC agrees to use its best efforts to forthwith discharge, or cause the
discharge of, the Grau Loan Agreements and the associated Raytheon guarantees
and to forthwith provide Raytheon with proof of such discharge. ADIC also agrees
to indemnify and hold harmless Raytheon for any claims or liabilities arising on
or after the date hereof with respect to the Grau Loan Agreements or the
associated Raytheon guarantees.
<PAGE>
Kindly indicate your agreement with the terms of this letter by signing in
the space indicated below.
Yours very truly,
RAYTHEON E-SYSTEMS, INC.
By /s/ Michael C. Eberhardt
-------------------------
Michael C. Eberhardt, Vice President,
Secretary and General Counsel
Acknowledged and agreed.
ADVANCED DIGITAL INFORMATION CORPORATION
By /s/ Leslie S. Rock
---------------------------
2
