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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 16, 1996
ELTRON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-23342 95-4302537
(Commission File Number) (I.R.S. Employer Identification No.)
41 MORELAND ROAD 93065
SIMI VALLEY, CALIFORNIA (Zip Code)
(Address of principal executive offices)
(805) 579-1800
(Registrant's telephone number, including area code)
N.A.
(Former name or former address, if changed since last report)
Total Number of Pages: 4
Index to Exhibits appears on Page: 3
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ITEM 5. Other Items
On October 16, 1996, Eltron International Inc. (Nasdaq:ELTN) and Zebra
Technologies Corp. (Nasdaq:ZBRA) announced that they have executed a letter of
intent providing for a merger of the two companies, subject to conditions
described in the announcement. A copy of the Press Release dated October 16,
1996 is filed herewith as Exhibit 99.
ITEM 7. Financial Statements and Exhibits
Press Release of the Company dated October 16, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ELTRON INTERNATIONAL, INC.
October 18, 1996 By: /s/ Daniel C. Toomey, Jr.
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Daniel C. Toomey, Jr.
Chief Financial Officer
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EXHIBIT INDEX
Page
99 Press Release of the Company dated October 16, 1996.
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EXHIBIT 99
SIMI VALLEY, Calif.--(BUSINESS WIRE)--Oct. 16, 1996--Eltron
International Inc. (Nasdaq:ELTN) and Zebra Technologies Corp. (Nasdaq:ZBRA)
Wednesday announced that they have executed a letter of intent providing for a
merger of the two companies.
The contemplated transaction will be structured as a
pooling-of-interest, tax-free merger in which each of Zebra's common shares
will be exchanged for 0.84 shares of Eltron common stock.
Donald K. Skinner, chairman and chief executive officer of
Eltron International, will become president and chief executive officer of the
combined company, and Edward L. Kaplan, chairman and chief executive officer of
Zebra Technologies, will serve as its chairman.
The proposed merger is subject to a number of conditions, including
satisfactory completion of due diligence, negotiation of a mutually
satisfactory definitive merger agreement, receipt of fairness opinions from
investment bankers, approval of the transaction by the shareholders of both
companies, customary closing conditions and certain regulatory approvals,
including the applicable Hart-Scott-Rodino review.
The management of the two companies cited important benefits which
should result from the merger, including the creation of the broadest line of
printers in the industry, expanded distribution of both companies' current
product offerings and opportunities to reduce costs through greater scale
economies.
On a pro-forma basis, the combined company would have generated sales
in excess of $230 million in the 12 months ended June 30, 1996, would have more
than $90 million in cash and a market value at current prices in excess of $900
million.
"I believe that the combined company faces a wealth of opportunities to
be the premier supplier of labeling solutions to the barcode, Auto ID and
related industries," said Kaplan. "I believe that Don Skinner has the vision and
drive to take this new company to the next level of excellence. This is an
exceptionally positive transaction for Zebra," he added.
"This is an outstanding combination from Eltron's perspective," Skinner
said. "Eltron's ability to market its products will benefit from the global
presence, brand name and worldwide distribution strength that our new partner
Zebra has built. Our combined company will be stronger than either of us
individually and will be well positioned for the future."
Eltron International designs, manufactures and markets high-quality,
low-cost label and plastic card printers, smart card printing systems,
verifiers, software, label media and related accessories throughout the world.
The company's corporate headquarters are located in Simi Valley.
Zebra Technologies is the premier manufacturer and worldwide supplier
of barcode labeling solutions, including on-demand printers, complementary
supplies and software to business and industry. Zebra corporate headquarters
are in Vernon Hills, Ill.
