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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): DECEMBER 21, 2000
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NEMATRON CORPORATION
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(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)
(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 and our wholly-owned
subsidiary, Nematron Acquisition Corp., entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Optimation Technology, Inc. ("Optimation")
and its three shareholders, William K. Pollock, Timothy A. Lasch, and Pollock
and Lasch as Trustees of the Optimation Technology, Inc. Employee Stock
Ownership Trust. The Merger Agreement provided for the merger of Nematron
Acquisition Corp. with and into Optimation with Optimation continuing to operate
as our wholly-owned subsidiary. The issuance of Nematron common stock in the
merger was subject to approval by our shareholders and the transaction was
subject to other customary conditions and approvals.
On December 14, 2000, William Pollock informed us, without
justification, that Optimation intended to breach the Merger Agreement by not
proceeding with the merger. On December 18, we demanded that Optimation cease
all activities inconsistent with the Merger Agreement and requested written
assurances of Optimation's intent to abide by its terms. On December 21,
Optimation informed us, by letter from its counsel, that it would not honor its
obligations under the Merger Agreement and would not complete the proposed
merger.
Nematron's Board of Directors has not yet determined the actions it
will undertake to seek to recover damages caused by Optimation's refusal to
comply with the Merger Agreement and proceed with the merger.
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)
January 5, 2001 /S/ DAVID P. GIENAPP
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Secretary, Treasurer and
Vice President - Finance
and Administration
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