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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): May 26, 2000
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SUMMIT AUTONOMOUS INC.
(f/k/a SUMMIT TECHNOLOGY, INC.)
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Massachusetts 0-16937 04-2897945
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
21 Hickory Drive, Waltham, MA 02451
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER: (781) 890-1234
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ITEM 5. OTHER EVENTS.
On May 26, 2000, Summit Autonomous Inc. (formerly Summit Technology, Inc.)
(the "Company"), Alcon Holdings Inc. ("Alcon Holdings") and Alcon Acquisition
Corp. ("Acquisition Sub"), a wholly-owned subsidiary of the Alcon Holdings
entered into an Agreement and Plan of Merger (the "Merger Agreement"). In
connection with the Merger Agreement, Acquisition Sub will commence a tender
offer to purchase any and all outstanding shares of common stock, $0.01 par
value per share (the "Shares"), of the Company, at a price of $19.00 per share,
net to the seller in cash, without interest thereon (the "Offer"), and upon such
terms and conditions as will be set forth in an Offer to Purchase and related
Letter of Transmittal.
Pursuant to the Merger Agreement, and subject to the terms and conditions
thereof, as promptly as practicable following the completion of the Offer and
the satisfaction of certain conditions, Acquisition Sub and the Company will
merge (the "Merger"), and the surviving corporation shall become a wholly owned
subsidiary of Alcon Holdings. In the Merger, each issued and outstanding Share
of the Company (other than dissenting Shares, as provided under Massachusetts
law) not owned directly or indirectly by the Company or Alcon Holdings will be
converted into the right to receive $19.00 in cash or any higher price that may
be paid in the Offer, without interest. The foregoing description of the Merger
Agreement is qualified in its entirety by reference to the Merger Agreement, a
copy of which is attached hereto as Exhibit 2.1 and which is incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
2.1 Agreement and Plan of Merger dated as of May 26, 2000 among Alcon
Holdings Inc., Alcon Acquisition Corp. and Summit Autonomous Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
SUMMIT AUTONOMOUS INC.
By: /s/ Robert J. Kelly
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Name: Robert J. Kelly
Title: Chief Financial Officer
Date: May 31, 2000
