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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of Earliest Event Reported): FEBRUARY 21, 1997
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NEMATRON CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
MICHIGAN 0-21142 38-2483796
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
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5840 INTERFACE DRIVE, ANN ARBOR, MICHIGAN 48103
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(Address of principal executive offices) (Zip Code)
(313) 994-0501
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(Registrant's telephone number)
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INFORMATION
ITEM 5 - OTHER EVENTS.
On February 21, 1997, Nematron Corporation issued a press release announcing
that on February 20, 1997 it had signed a definitive agreement to acquire Intec
Controls Corp. of Walpole, Massachusetts.
The press release is filed as Exhibit 99 to this Form 8-K.
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 hereto duly authorized.
Nematron Corporation
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(Registrant)
February 24, 1997 /s/ David P. Gienapp
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Secretary, Treasurer
and V.P. Finance and
Administration
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EXHIBIT INDEX
99 News Release
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EXHIBIT 99
Nematron news release
NEMATRON TO ACQUIRE INTEC CONTROLS
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ANN ARBOR, MICHIGAN, FEBRUARY 21, 1997 (NASDAQ:NEMA): Nematron Corporation
today announced it has signed a definitive agreement to acquire Intec Controls
Corporation, Walpole, Massachusetts. Intec Controls will be merged with
NemaSoft, Inc., which is a wholly owned subsidiary of Nematron Corporation.
Frank G. Logan, III, Nematron's CEO and president will oversee operations of
both Nematron and its NemaSoft subsidiary. The transaction will be a merger
through a tax free exchange of Nematron stock for Intec stock. Further
financial details of the transaction are not available at this time.
Intec Controls' products will be integrated into the current NemaSoft
product line of open architecture control and automation software products.
These will include the client/server architecture, Paragon family of high
performance regulatory control software solutions. Intec serves a wide variety
of process industries including biotechnology, chemical, food and beverage,
energy and building management, pharmaceutical, textiles, and others. This
experience with the process industries will augment NemaSoft's products that
are utilized heavily in discrete manufacturing applications.
The addition of Intec's software development personnel is important to the
rapid development and timeliness to market of software based products. Intec's
key products are based on the popular Microsoft Windows operating system and
will augment NemaSoft's current Windows NT offerings. Intec also offers JAVA
bindings to their product offering for support of Internet/intranet browser
access to process data.
NemaSoft will continue to operate the unit out of its Walpole,
Massachusetts headquarters and continue to employ the current staff. The
addition of the 40 employees will bring NemaSoft's total employment to
approximately 55 persons including over 20 software programmers. Annual
revenues of the combined companies for the last twelve months are in excess of
$25 million, with more than 25% coming from applications software products.
In addition to providing a wider product range for NemaSoft, Intec
provides employees to fill key roles in the growth of NemaSoft software based
business segment. These additions include area sales managers and an operating
unit located in the United Kingdom. The facilities in the United Kingdom will
be used to augment Nematron's
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European sales operations. Intec's wholly owned subsidiary in the UK
will become the European headquarters for NemaSoft. A total of eight people
will be based in that office.
"This is a great step forward for NemaSoft," said Logan. "The
client/server architecture, regulatory control functions and SQL database
capabilities of Paragon greatly expand the power of our OpenControl product
line. With the newly available JAVA bindings and HTML Browser support, we can
offer broader enterprise access to our OpenControl automation environment."
Tom Kraus, President of Intec Controls, said, "We have been looking hard
for a strategic partner to help us grow in the automation marketplace. Our
technology has always been strong; now we have the added resources,
distribution capability, and vision of the Nematron team behind us. I look
forward to a strong future for the company."
The discussion in this news release includes forward-looking statements
based on current management expectations. Factors that could cause future
results to differ from these expectations include general economic conditions,
the Company's ability to successfully integrate Intec's operations into its
existing operations, the satisfaction of conditions to closing, and such
additional factors as may be described in the Company's reports filed with the
Securities and Exchange Commission. The merger is subject to approval by Intec
shareholders and to other customary conditions. Closing of the acquisition is
expected in late March.
Nematron designs and manufactures PC-based industrial automation
products that include software for direct machine control, process
visualization and data acquisition. In addition, the Company produces
related hardware products that leverage or support its software.
Nematron products cover a broad spectrum from low end operator interface
to Windows NT control software, including PowerVIEW(TM), AutoNet(TM) and
FloPro(R). Nematron pioneered the operator interface segment of factory
automation in 1983 with the introduction of the Industrial
Workstation(TM). For additional information about Nematron, visit our
web site at http://www.nematron.com.
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