<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
Date of Report
(Date of earliest event reported):
November 13, 2000
MICROTOUCH SYSTEMS, INC.
------------------------
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
Massachusetts 0-20215 04-2802971
------------- ------- ----------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of Incorporation)
</TABLE>
300 Griffin Brook Park Drive
Methuen, Massachusetts 01844
(Address of principal executive office and zip code)
Registrant's telephone number, including area code:
(978) 659-9000
<PAGE>
ITEM 5. OTHER EVENTS.
On November 13, 2000, the Registrant and Minnesota Mining and Manufacturing
Company ("3M") publicly disseminated a press release announcing that they had
entered into an Agreement and Plan of Merger, dated as of November 13, 2000 (the
"Merger Agreement"), which sets forth the terms and conditions of a proposed
cash tender offer by a wholly owned subsidiary of 3M (the "Purchaser") for all
of the issued and outstanding shares of the common stock, $.01 par value per
share, of the Registrant, at a price per share of $21.00, net to the seller in
cash without interest. Under the terms and subject to the conditions set forth
in the Merger Agreement, the tender offer will be followed by a merger of the
Purchaser with the Registrant, pursuant to which the Registrant will become a
wholly owned subsidiary of 3M.
In addition, on November 13, 2000, the Registrant and 3M entered into a
Stock Option Agreement, under which the Registrant granted 3M an option to
acquire up to 1,291,873 newly-issued shares of the Registrant's common stock,
but in no event more than 19.9% of the Registrant's issued and outstanding
shares of common stock, exercisable upon the conditions specified in the Stock
Option Agreement.
Copies of the Merger Agreement, the Stock Option Agreement and the joint
press release are included herein as Exhibits 2.1, 2.2 and 99.1, respectively.
The Merger Agreement, the Stock Option Agreement and the joint press release are
each incorporated by reference into this Item 5 and the foregoing descriptions
of these documents are qualified in their entirety by reference to these
exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger by and among Minnesota Mining
and Manufacturing Company, Equinox Acquisition, Inc., and
MicroTouch Systems, Inc., dated as of November 13, 2000.
2.2 Stock Option Agreement by and between Minnesota Mining and
Manufacturing Company and MicroTouch Systems, Inc., dated as
of November 13, 2000.
99.1 Joint Press Release, dated November 13, 2000, announcing the
tender offer.
<PAGE>
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 thereunto duly authorized.
MICROTOUCH SYSTEMS, INC.
By: /s/ D. Westervelt Davis
______________________________
D. Westervelt Davis
Its: President and Chief Executive Officer
Date: November 17, 2000
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Merger by and among Minnesota Mining and
Manufacturing Company, Equinox Acquisition, Inc., and MicroTouch
Systems, Inc., dated as of November 13, 2000.
2.2 Stock Option Agreement by and between Minnesota Mining and
Manufacturing Company and MicroTouch Systems, Inc., dated as of
November 13, 2000.
99.1 Joint Press Release, dated November 13, 2000, announcing the tender
offer.
