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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): FEBRUARY 27, 1998
LASER POWER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-22625 95-3423358
(Commission File No.) (IRS Employer Identification No.)
12777 HIGH BLUFF ROAD
SAN DIEGO, CALIFORNIA 92130
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (619) 755-0700
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 27, 1998, LPC Acquisition Subsidiary, Inc. ("LPC Sub"), a
California corporation and a wholly owned subsidiary of Laser Power Corporation
("Laser Power"), was merged with and into EMI Acquisition Corp. ("EMI"), a
California corporation, pursuant to an Agreement and Plan of Reorganization (the
"Plan of Reorganization"), dated December 23, 1997, as amended as of February 9,
1998, among Laser Power, LPC Sub, EMI and certain shareholders of EMI (the "EMI
Shareholders"). Upon consummation of the merger of LPC Sub with EMI (the
"Merger"), LPC Sub ceased to exist, and EMI, the surviving corporation, became a
wholly owned subsidiary of Laser Power. The Merger is intended to be a tax-free
reorganization for federal income tax purposes and is to be accounted for as a
pooling of interests by Laser Power.
Under the terms of the Plan of Reorganization, each share of EMI Common
Stock, no par value ("EMI Common Stock"), outstanding immediately prior to the
closing of the Merger converted into 1.8511 shares of Common Stock, $.001 par
value, of Laser Power ("Laser Power Common Stock"). At the closing of the
Merger, 2,021,150 shares of Laser Power Common Stock were issued, which
represented approximately 24.3% of the shares of Laser Power Common Stock
outstanding immediately after consummation of the Merger. Cash payments were
made for fractional shares resulting from the conversion. Laser Power used its
current cash resources to fund the payments for fractional shares. In addition,
approximately 82,996 shares of Laser Power Common Stock may be issued in
connection with the exercise of Laser Power stock options substituted for
outstanding options to purchase EMI Common Stock.
Dick Sharman, the former Chairman of the Board, President and Chief
Executive Officer and a former shareholder of EMI, became a director of Laser
Power following the Merger and received 391,805 shares of Laser Power Common
Stock and $4.94 in lieu of fractional shares in the Merger; Robert N. Haro, the
former Vice President and Chief Operating Officer, and a former shareholder of
EMI, received 237,016 shares of Laser Power Common Stock and $5.13 in lieu of
fractional shares in the Merger; and Robert P. Perkins, the former Chief
Financial Officer and a former director and shareholder of EMI, became a
director of Laser Power following the Merger and received 206,062 shares of
Laser Power Common Stock and $4.43 in lieu of fractional shares in the Merger.
Upon consummation of the Merger, Laser Power anticipates incurring a
pre-tax charge of approximately $1.25 million to reflect direct transaction
costs. This amount is a preliminary estimate and there can be no assurance that
Laser Power will not incur additional charges to reflect costs associated with
the Merger.
EMI, doing business as Exotic Electro-Optics, manufactures infrared
night vision optics used in commercial and military systems. EMI's proprietary
optics technologies are also used in missile guidance and detection systems by
the U.S. military.
2.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The following financial statements and audit report by McGladrey &
Pullen LLP are incorporated by reference to pages F-20 through F-33 of
Registrant's Registration Statement on Form S-4 (No. 333-43415), as amended (the
"Registration Statement"):
Report of Independent Auditors
Consolidated Balance Sheets as of December 31, 1995 and 1996 and
September 30, 1997 (unaudited)
Consolidated Statements of Operations for the Years Ended
December 31, 1995 and 1996, for the Nine Months Ended
September 30, 1997 and 1996 (unaudited)
Consolidated Statements of changes in Shareholders' Equity for
the Years Ended December 31, 1995 and 1996, for the Nine
Months Ended September 30, 1997 (unaudited)
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995 and 1996 and for the Nine Months Ended
September 30, 1996 and 1997 (unaudited)
Notes to Consolidated Financial Statements
(b) PRO FORMA FINANCIAL INFORMATION
The following pro forma financial statements and notes thereto are
incorporated by reference to pages 46-49 of the Registration Statement:
Unaudited Pro Forma Combined Condensed Balance Sheets as of
December 31, 1997
Unaudited Pro Forma Combined Condensed Statements of
Operations for the Years Ended August 31, 1995, 1996 and
1997 and for the Three Months Ended December 31, 1996 and
1997
Notes to Unaudited Pro Forma Combined Condensed Financial Statements
(c) EXHIBITS.
2.1 Agreement and Plan of Reorganization dated December 23, 1997 as
amended on February 9, 1998, among Laser Power Corporation, LPC Acquisition
Subsidiary, Inc., EMI Acquisition Corp. and certain shareholders of EMI
Acquisition Corp. *
23.1 Consent of McGladrey & Pullen LLP, Independent Auditors.
99.1 Press release, dated March 2, 1998.
* Incorporated by reference to Appendix A to the Prospectus/Joint
Proxy Statement included with the Registration Statement.
3.
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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.
LASER POWER CORPORATION
Dated: March 13, 1998 By: /s/ Glenn H. Sherman
------------------------------------
Glenn H. Sherman
Chief Executive Officer
4.
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INDEX TO EXHIBITS
<TABLE>
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PAGE NO.
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<S> <C> <C>
2.1 Agreement and Plan of Reorganization dated December 23, 1997 as
amended as of February 9, 1998 among Laser Power Corporation, LPC
Acquisition Subsidiary, Inc., EMI Acquisition Corp. and certain
Shareholders of EMI Acquisition Corp. *
23.1 Consent of McGladrey & Pullen LLP, Independent Auditors.
99.1 Press release, dated March 2, 1998.
</TABLE>
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* Incorporated by reference to Appendix A to the Prospectus/Joint
Proxy Statement included with the Registration Statement.
5.
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EXHIBIT 23.1
[MCGLADREY & PULLEN, LLP LETTERHEAD]
CONSENT OF MCGLADREY & PULLEN, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference included in this Form 8-K in the
previously filed Registration Statement (Form S-8 filed on June 30, 1997)
pertaining to the 1981 Stock Option Plan, the 1993 Stock Option Plan, the 1997
Equity Incentive Plan, the Employee Stock Purchase Plan, the Warrants to
purchase common stock, and the Options to purchase common stock of Laser Power
Corporation of our report dated November 14, 1997, with respect to the
consolidated financial statements of EMI Acquisition Corp. and subsidiary for
the years ended December 31, 1995 and 1996, included in the Registration
Statement on Form S-4 as amended (Registration No. 333-43415) filed with the
Securities and Exchange Commission.
MCGLADREY & PULLEN, LLP
/s/ MCGLADREY & PULLEN, LLP
Anaheim, California
March 13, 1998
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EXHIBIT 99.1
Laser Power Completes Merger
With Exotic Materials
March 2, 1998 1:00 AM EST
SAN DIEGO, Calif., March 2/PRNewswire/ -- Laser Power Corporation (Nasdaq:
LPWR) announced that it has completed the acquisition of EMI Acquisition Corp.
and its wholly owned subsidiary Exotic Materials Incorporated, subject to final
approval by the Secretary of State of the State of California, for 2.1 million
shares of Laser Power common stock and options. The transaction, which is
valued at approximately $15.5 million based on Laser Power's closing stock price
of $7.38 on February 26, will be treated as a "pooling of interests" for
accounting purposes.
Exotic Materials Inc., doing business as Exotic Electro-Optics (Exotic), is a
leading manufacturer of infrared night vision optics used in commercial and
military systems that enable the user to "see" in the dark. Exotic's
proprietary optics technologies are also used in missile guidance and detection
systems in a variety of U.S. military systems.
"The combination of Exotic Electro-Optics and Laser Power will result in a
larger, stronger and more profitable company," stated Glenn H. Sherman, Ph.D.,
Chairman and Chief Executive Officer of Laser Power Corporation. "We
anticipate that we can achieve significant cost savings in our core optics
business through the consolidation of our respective operations, including the
relocation of our optics manufacturing activiites to Exotic's Temecula
facility. This will open up space in our San Diego facility to accommodate
anticipated growth in our microlaser business. Also, the addition of Exotic's
infrared optics business will further diversify Laser Power's product and
technology base, increase our customer base and enhance our positioning in the
laser optics industry."
Laser Power Corporation designs, manufactures and markets high-performance
lasers and laser optics for industrial, medical and military applications. The
Company's optics products are sold to laser system OEMs and end users as
original and replacement components in high power CO2 and other lasers. The
Company's proprietary miniature solid state lasers ("microlasers") are designed
for use in certain medical, telecommunications, projection display and other
applications.
This news release contains forward looking statements that involve risks and
uncertainties. The actual future results of Laser Power may differ materially
from these statements due to a number of factors, including but not limited to
risks and uncertainties relating to the development, manufacture and sale of
Laser Power Corporation's microlasers, the integration of the businesses and
operations of Laser Power Corporation and Exotic Materials Incorporated,
fluctuations in the combined companies future performance, and competition.
These and other factors are more fully addressed in Laser Power's most recent
quarterly reports on Form 10-Q, annual report on Form 10-K and the Company's
registration statement on Form S-4.
SOURCE Laser Power Corporation
(c) PR Newswire. All rights reserved.
