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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 Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 1997 (May 19, 1997)
ELECTROGLAS, INC.
(exact name of registrant as specified in its charter)
DELAWARE 0-21626 77-0336101
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification
Number)
2901 Coronado Drive
Santa Clara, CA 95054
Telephone: (408) 727-6500
(Address of principal executive
offices and telephone number)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 19, 1997, Electroglas, Inc., a Delaware corporation
("Electroglas"), acquired Knights Technology, Inc., a California corporation
("Knights"), pursuant to an Agreement and Plan of Reorganization (the
"Agreement") dated as of March 12, 1997 among Electroglas, Knights, and certain
shareholders of Knights set forth in the Agreement. The combination of
Electroglas and Knights, as provided by the Agreement, was effected through the
creation of a new Delaware corporation ("Newco"), organized as a wholly owned
subsidiary of Electroglas, followed by the merger of Newco with and into
Knights (the "Merger"). Knights survived the Merger, thereby becoming a wholly
owned subsidiary of Electroglas.
The acquisition of Knights by Electroglas will be accounted for by the purchase
accounting method, with all the outstanding shares of Common Stock and Series C
Preferred Stock of Knights to be converted into 1,352,205 of Electroglas Common
Stock at a conversion ratio of .1310398 shares of Electroglas for each share of
Knights. An aggregate of 135,191 of such shares were deposited in escrow to
provide a fund for satisfying any indemnification obligations to Electroglas
pursuant to the terms of the Agreement. In addition, Electroglas issued options
covering, in the aggregate, 138,654 shares of Electroglas Common Stock in
substitution of previously outstanding options to acquire shares of the Knights
Common Stock. The total purchase price was approximately $32 million, of which
approximately $23 million will be allocated to in-process research and
development and charged to operations.
Additional information regarding the terms of the acquisition are included in
the Agreement and the Press Release included herein as exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: None required.
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(b) Exhibits
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2.1 Agreement and Plan of Reorganization among
Knights Technology, Inc., certain
shareholders of Knights Technology, Inc.,
and Electroglas, Inc. dated March 12, 1997,
included in Appendix A of the Company's Form
S-4 as amended and filed with the
Securities and Exchange Commission on April
15, 1997 and is incorporated by reference
herein (Registration No. 333-24587).
99.1 Press Release dated May 22, 1997.
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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 thereunto duly authorized.
ELECTROGLAS, INC.
DATE: June 2, 1997 BY: /s/ Armand J. Stegall
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Armand J. Stegall
Chief Financial Officer
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EXHIBIT INDEX
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Exhibits
No. Description
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2.1 Agreement and Plan of Reorganization among
Knights Technology, Inc., certain
shareholders of Knights Technology, Inc.,
and Electroglas, Inc. dated March 12, 1997,
included in Appendix A of the Company's Form
S-4 as amended and filed with the
Securities and Exchange Commission on April
15, 1997 and is incorporated by reference
herein (Registration No. 333-24587).
99.1 Press Release dated May 22, 1997.
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Exhibit 99.1
ELECTROGLAS FINALIZES KNIGHTS TECHNOLOGY ACQUISITION
SANTA CLARA, Calif., MAY 22, 1997 -- Electroglas, Inc. (Nasdaq:EGLS), a
market-leading supplier of automatic wafer probing and information management
products to the global semiconductor industry and pioneer of fully integrated
sort floor networked communications, today announced that it has finalized its
acquisition of Sunnyvale, Calif.-based Knights Technology. According to
Electroglas Chief Executive Officer Curt Wozniak, the strategic acquisition
broadens Electroglas' existing portfolio of technology solutions -- adding
critical yield management software specifically designed to help global
chipmakers improve yield, reduce cost and speed time to market for new
semiconductor products.
In accordance with the terms outlined in the definitive acquisition agreement
(announced March 13, 1997) Knights became a wholly owned Electroglas subsidiary
earlier this week. "We are now focusing on bringing this suite of advanced yield
management software products to chipmakers worldwide to tap an increasing share
of the growing yield management market," affirmed Wozniak. "At the same time, we
plan to capitalize on the synergistic capabilities these products bring to our
existing portfolio of sort/test floor software with the ultimate goal of
creating the industry's first centralized yield enhancement system linking
design, manufacturing and test to further boost the end value of test data."
Except for statements of historical fact, the statements in this press release
are forward-looking. Such statements are subject to a number of risks and
uncertainties that could cause actual results to differ materially from the
statements made. These factors include semiconductor industry cycles, risks
associated with the acceptance of new products and product capabilities, and
other factors detailed in the Company's reports on Forms 10-K and 10-Q, and
annual report to shareholders.
ABOUT ELECTROGLAS: Founded in 1960, Electroglas, Inc. is a world-leading
supplier of the automated wafer-probing products and information management
products that semiconductor manufacturers rely on to sort and classify
integrated circuits. The company's products position semiconductor devices that
are still in wafer form under contact probes to facilitate accurate, rapid,
reliable testing, and manage information collected during the testing process.
Electroglas' common stock is traded on the Nasdaq National Market under the
trading symbol EGLS. Electroglas' home page on the World Wide Web is located at
http://www.electroglas.com
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