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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):
July 31, 2000
UTILX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
(Commission File Number) (IRS Employer Identification No.)
0-16821 91-1171716
William M. Weisfield
22820 Russell Road
P.O. Box 97009
Kent, Washington 98064-9709
(Address of principal executive offices)
Registrant's telephone number, including area code: (253) 395-0200
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 31, 2000, UTILX Corporation (the "Company") and InfrastruX Group,
Inc ("InfrastruX") announced the successful completion of the tender offer
through a subsidiary of InfrastruX to acquire all of the outstanding shares of
common stock of the Company (NASDAQ: UTLX) at a purchase price of $6.125 per
share in cash. The tender offer expired, as scheduled, at 12:00 midnight New
York City time on Friday, July 28, 2000. Based on preliminary information
received from ChaseMellon Shareholder Services, as depository, approximately 6.5
million shares (or 87% of the outstanding shares) of the common stock were
validly tendered and accepted for payment. Payment for such shares will be made
promptly and, in the case of shares tendered by guaranteed delivery procedures,
promptly after timely delivery of shares and required documentation.
InfrastruX will now proceed to acquire the remaining outstanding shares of
common stock of the Company through a second-step merger in which shares of
common stock not purchased in the tender offer will be converted, upon
completion of the merger, into the right to receive $6.125 per share in cash.
InfrastruX and the Company entered into a definitive merger agreement on June
28, 2000 whereby a wholly-owned subsidiary of InfrastruX would acquire all of
the outstanding shares of common stock of the Company for a cash price of $6.125
per share. Company stockholders who did not tender their shares in the tender
offer will shortly be receiving material in connection with the merger.
The Company provides specialty services and products to electric,
telecommunications, natural gas, water, sewer and other utilities in the United
States and around the world. The Company's primary business is installing,
replacing and restoring underground cables and pipes. Installation and
replacement services are provided through the Company's FlowMOLE(R) and
conventional trenching services. The Company also provides its CableCURE(R)
service to utility customers to repair or prevent water damage and materially
extends the life of electric and telephone cables.
Please refer to Exhibit 99.1 to this Current Report on Form 8-K pursuant to
Item 601 of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements - Not applicable.
(b) Pro forma financial information. - Not applicable.
(c) Exhibits.
99.1 Joint press release issued by the Company and InfrastruX, dated July
31, 2000.
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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 hereunto duly authorized.
Dated: August 4, 2000
UTILX CORPORATION
By: /s/ Darla Vivit Norris
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Name: Darla Vivit Norris
Title: Senior Vice President/Chief
Financial Officer
