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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): NOVEMBER 14, 2000
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NEMATRON CORPORATION
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(Exact name of registrant as specified in its charter)
MICHIGAN 0-21142 38-2483796
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
5840 INTERFACE DRIVE, ANN ARBOR, MICHIGAN 48103
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(Address of principal executive offices) (Zip Code)
(734) 214-2000
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(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
On November 14, 2000, Nematron Corporation ("Nematron"), Nematron
Acquisition Corp., a wholly-owned subsidiary of Nematron ("Merger Sub"),
Optimation Technology, Inc. (the "Company"), William K. Pollock, Timothy A.
Lasch, and Pollock and Lasch as Trustees of the Optimation Technology, Inc.
Employee Stock Ownership Trust which has been established in connection with the
Optimation Technology, Inc. Employee Stock Ownership Plan ("OTI ESOP"), entered
into an Agreement and Plan of Merger (the "Merger Agreement") under which they
have agreed to the merger of Merger Sub with and into Optimation. Optimation
will continue to operate as a subsidiary of Nematron.
Under the Merger Agreement, Nematron will issue 249 shares of its
common stock for each outstanding share of Optimation's common stock. Pollock,
Lasch and the OTI ESOP are the only shareholders of Optimation. The 3,112,500
shares of common stock to be issued to the three Optimation shareholders in
connection with the merger will not be registered under the Securities Act of
1933, as amended. The merger has been approved by the boards of directors of
Nematron and Merger Sub and the shareholders of Optimation, is structured to be
a tax-free exchange and will be accounted for by the purchase method of
accounting. The issuance of the Nematron common stock in the Merger is subject
to approval by Nematron's shareholders. The transaction is also subject to other
customary conditions and approvals and is estimated to close prior to December
31, 2000.
William K. Pollock, president of Optimation, will hold the same
position with the company after the merger, and will become a member of
Nematron's board of directors.
The description of the proposed merger described in this report does
not purport to be complete and is qualified in its entirety by reference to the
Merger Agreement and its exhibits, which is filed as Exhibit 2.1 to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are filed herewith as a part of this report:
<TABLE>
<CAPTION>
Exhibit Filed
Number Description Herewith
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<S> <C> <C>
2.1 Agreement and Plan of Merger dated as of November 14, 2000, X
by and among Nematron Corporation, Nematron Acquisition
Corp., Optimation Technology, Inc., William K. Pollock,
Timothy A. Lasch, and Pollock and Lasch as Trustees of the
Optimation Technology, Inc. Employee Stock Ownership Trust
which has been established in connection with the Optimation
Technology, Inc. Employee Stock Ownership Plan
</TABLE>
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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 hereto duly authorized.
NEMATRON CORPORATION
(Registrant)
November 21, 2000 /S/ DAVID P. GIENAPP
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Secretary, Treasurer and Vice
President, Finance and
Administration
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Exhibit Index
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Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of November 14, 2000,
by and among Nematron Corporation, Nematron Acquisition
Corp., Optimation Technology, Inc., William K. Pollock,
Timothy A. Lasch, and Pollock and Lasch as Trustees of the
Optimation Technology, Inc. Employee Stock Ownership Trust
which has been established in connection with the Optimation
Technology, Inc. Employee Stock Ownership Plan
