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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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Current Report Pursuant
To Section 13 or 15 (d) of the
Securities Exchange Act of 1934
June 2, 2000 (May 31, 2000)
Date of Report (Date of Earliest Event Reported)
LASER POWER CORPORATION
(Exact name of Registrant as Specified in its Charter)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
000-22625 95-3423358
COMMISSION FILE NUMBER (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
36570 BRIGGS ROAD
MURRIETA, CALIFORNIA 92563
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(909) 926-1866
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
On June 1, 2000, Laser Power Corporation ("Company") entered into an Agreement
and Plan of Merger ("Merger Agreement"), filed herewith as Exhibit 2, with Union
Miniere U.S.A., Inc. ("Union Miniere"), a subsidiary of n.v. Union Miniere s.a.,
and ACEC, Inc., a wholly owned subsidiary of Union Miniere. The Merger Agreement
provides that Union Miniere, through its subsidiary ACEC, Inc., will commence a
tender offer in June for all of the outstanding shares of the Company's common
stock at a price of $4 per share.
Following the successful conclusion of the tender offer and subject to
shareholder approval, the Company shall be merged into ACEC, Inc., and shall
become a wholly owned subsidiary of Union Miniere. Shares which remain
outstanding as of the date of the Merger shall also be purchased at a price of
$4 per share. Pursuant to the terms of the Merger Agreement, the Company has
agreed to support the tender offer unless prior to completion of such offer, the
Board of Directors of the Company determines that it has been presented with a
superior acquisition proposal. In the event the Board makes such a determination
and elects to terminate the Merger Agreement, there is a termination fee of
$2,000,000 payable to Union Miniere.
Both the tender offer and the consummation of the transactions in the Merger
Agreement are subject to a number of conditions and qualifications, all of which
are forth in detail in Exhibit 2.
In connection with the execution of the Merger Agreement, the Company executed
an Amendment to the Rights Agreement which was adopted on October 15, 1999,
filed herewith as Exhibit 3. The purpose of the Rights Agreement is to provide
an impediment to a takeover of the Company which occurs without the approval of
the Company's Board of Directors and the Rights Agreement was therefore amended
to exempt the Merger Agreement from its provisions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit 1 Registrant's Joint Press Release issued on June 1, 2000.
Exhibit 2 Agreement and Plan of Merger by and among Laser Power Corporation,
Union Miniere USA INC. and ACEC, INC
Exhibit 3 Amendment to Rights Agreement by and among Laser Power Corporation
and American Securities Transfer and Trust, Inc.
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.
LASER POWER CORPORATION
Date: June 2, 2000 /S/ Bernard J. Brady
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Bernard J. Brady
Vice President,
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
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