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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):
January 3, 2001
MicroTouch Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 0-20215 04-2802971
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
300 Griffin Brook Park Drive, Methuen, Massachusetts 01844
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(978) 659-9000
N/A
(Former Name or Former Address, If Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
NAMES OF PERSONS WHO ACQUIRED CONTROL
On January 4, 2001, Equinox Acquisition, Inc., a Massachusetts corporation
(the "Purchaser") and a wholly owned subsidiary of Minnesota Mining and
Manufacturing Company, a Delaware corporation ("3M"), and 3M announced that 3M
had accepted for payment, at a price of $21.00 per share, 5,940,760 shares of
the Registrant's Common Stock, $.01 par value per share (the "Common Stock"),
which were validly tendered and not properly withdrawn in the initial offering
period (the "Initial Offering Period") of the tender offer commenced by the
Purchaser on November 17, 2000 (the "Tender Offer"). The Initial Offering Period
expired at 12:00 midnight, New York City time, on Wednesday, January 3, 2001. On
January 11, 2001, following the expiration of the subsequent offering period of
the Tender Offer at 12:00 midnight, New York City time, on Wednesday, January
10, 2001, 3M and the Purchaser announced that 3M had accepted for payment an
aggregate of 7,490,730 shares of the Registrant's Common Stock in the Tender
Offer, at a price of $21.00 per share. Accordingly, 3M and the Purchaser now
own approximately 97.5% of the Registrant's issued and outstanding shares of
Common Stock. The Tender Offer was made pursuant to an Agreement and Plan of
Merger, dated as of November 13, 2000 (the "Merger Agreement"), among 3M, the
Purchaser and the Registrant.
SOURCE OF FUNDS
The Purchaser has advised the Registrant that the total amount of funds
required by the Purchaser to purchase all shares of Common Stock tendered
pursuant to, and to pay all related fees and expenses in connection with, the
Tender Offer, and to consummate and to pay all related fees and expenses in
connection with the Merger (as defined in "Description of Transaction", below),
is approximately $153 million. The Purchaser plans to obtain all funds needed
for the Merger through capital contributions or intercompany advances from 3M.
BASIS OF CONTROL
Immediately following consummation of the Tender Offer, the Purchaser
exercised its right under the Merger Agreement to designate that number of
directors (rounded down to the next whole number) of the Registrant's Board of
Directors that would cause the percentage of the Registrant's directors
designated by the Purchaser to equal the percentage of outstanding shares of
Common Stock held by the Purchaser. Accordingly, effective January 4, 2001, the
following individuals resigned from the Registrant's Board of Directors: D.
Westervelt Davis, Frank Manning and Edward J. Stewart, III. Effective January
4, 2001, three designees of the Purchaser, Peggy Kubicz Hall, Ronald A. Weber
and Andrew H. Wong (the "Purchaser Designees"), were appointed to fill the
vacancies on the Board. Until the consummation of the Merger, the Registrant
will have two directors, James D. Logan and Peter Brumme, who were directors of
the Registrant as of the date of the Merger Agreement. As a result, the
aforementioned Purchaser Designees form a majority of the Board.
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The Purchaser also controls the Registrant as a result of its beneficial
ownership of the Common Stock. In addition to the shares purchased as part of
the Tender Offer, 3M may also be deemed to beneficially own 1,291,873 shares of
the Common Stock underlying a stock option granted by the Registrant to 3M
pursuant to a Stock Option Agreement dated as of November 13, 2000, between 3M
and the Registrant (the "Stock Option Agreement").
DESCRIPTION OF TRANSACTION
The Tender Offer was made pursuant to the Merger Agreement. The Merger
Agreement provides that, following the consummation of the Tender Offer and
satisfaction of the other conditions set forth in the Merger Agreement and in
accordance with the relevant provisions of Massachusetts law, the Purchaser will
be merged with and into the Registrant (the "Merger"), the Registrant will be
the surviving corporation (the "Surviving Corporation") and the Surviving
Corporation will become a wholly owned subsidiary of 3M. 3M has indicated its
intent to acquire all remaining untendered shares of Common Stock in the Merger
at $21.00 per share in cash. The Board of Directors has previously approved the
Merger and the Merger Agreement.
The Merger requires the approval of the stockholders of the Registrant. The
Registrant will hold a special meeting of its stockholders at 10:00 a.m. local
time, on Friday, February 2, 2001, at the offices of 3M, 3M Center, Building
220, St. Paul, Minnesota 55144, for the purpose of approving the Merger
Agreement. As a result of the Tender Offer, the Purchaser owns sufficient shares
to approve the Merger Agreement without the affirmative vote of any other
stockholders of the Registrant. The second-step merger will be consummated as
soon as practicable after stockholder approval.
Under the Merger Agreement, at the effective time of the Merger, each stock
option issued under the Registrant's stock option plans outstanding immediately
prior to the effective time will be converted into the right to receive in cash
an amount equal to the "net gain" attributable to the option. The "net gain"
with respect to an option means the product of (x) the excess of the highest
price per share paid in the Tender Offer ($21.00) over the exercise price per
share of the option, and (y) the number of shares of Common Stock subject to the
option. Immediately prior to the effective time, 3M will provide or cause to be
provided to the Registrant, in a timely manner, the funds necessary to pay the
aggregate amount of net gain attributable to all options that the Registrant
becomes obligated to pay pursuant to these provisions of the Merger Agreement.
Pursuant to the Merger Agreement, at the effective time of the Merger each
outstanding share (other than shares held by the Registrant, 3M or the Purchaser
or a subsidiary of the Registrant or 3M, and shares held by stockholders, if
any, who are entitled to and who properly exercise dissenters' rights under
Sections 86 through 98, inclusive, of Chapter 156B of the General Laws of
Massachusetts) will be canceled and converted into the right to receive $21.00
per share in cash, without interest. After the effective time of the Merger, a
letter of transmittal to be used for surrendering certificates in exchange for
the cash payment will be sent to holders of record who did not tender their
shares in the Tender Offer.
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PERCENTAGE OF VOTING SECURITIES BENEFICIALLY OWNED BY 3M
As a result of the Tender Offer and the Stock Option Agreement, 3M now
beneficially owns approximately 97.5% of the Registrant's issued and outstanding
Common Stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS:
1. Agreement and Plan of Merger, dated as of November 13, 2000, among 3M,
the Purchaser and the Registrant (incorporated herein by reference to
Exhibit (d)(1) to 3M's and the Purchaser's Schedule TO filed on
November 17, 2000).
2. Stock Option Agreement, dated as of November 13, 2000, between 3M and
the Registrant (incorporated herein by reference to Exhibit (d)(3) to
3M's and the Purchaser's Schedule TO filed on November 17, 2000).
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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.
MICROTOUCH SYSTEMS, INC.
Date: January 11, 2001 By: /s/ Geoffrey P. Clear
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Name: Geoffrey P. Clear
Title: Vice President - Finance and
Administration, Chief
Financial Officer and
Treasurer
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