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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): August 15, 1996
Fusion Systems Corporation
--------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-23628 52-0915080
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(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
7600 Standish Place
Rockville, Maryland 20855
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (301) 251-0300
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ITEM 5. OTHER EVENTS.
On August 15, 1996, Fusion Systems Corporation (the "Company") issued a
press release, a copy of which is attached hereto as Exhibit 99.1 to this
Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Press Release of the Company dated August 15, 1996
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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 hereunto duly authorized.
Fusion Systems Corporation
---------------------------------
(Registrant)
Date: August 21, 1996 /s/ Joseph F. Greeves
---------------------------------
Joseph F. Greeves
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description PAGE
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<S> <C> <C>
99.1 Press Release of the Company dated August 15, 1996 5
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Exhibit 99.1
NEWS For Immediate Release
- --------------------------------------------------------------------------
Contact: Kirk Winkler Michele Katz
Fusion Systems Corporation Morgen Walke Associates
(301) 251-0300 (212) 850-5600
FUSION SYSTEMS IN $121 MILLION SALE OF UV CURING BUSINESS
"Pure Play" in Semiconductor Equipment Will Maximize Shareholder Value
ROCKVILLE, MD, AUGUST 15, 1996 - FUSION SYSTEMS CORPORATION (NASDAQ
NM:FUSN) announced today that it has agreed to sell its ultraviolet curing
equipment business for $121 million in cash to Fairey Group plc (LSE: FAY).
When the transaction is completed, in approximately thirty days subject to US
regulatory approval, Fusion will be a "pure play" supplier of advanced
semiconductor manufacturing equipment with more than $100 million in cash.
"An unusual opportunity to consolidate semiconductor equipment suppliers
is arising with the industry's increasing emphasis on global service and
support, process integration and standardization, and the developing need for
300 millimeter tools," stated Leslie S. Levine, President and CEO of Fusion
Systems. "We intend to play a key role in the consolidation trend. Our
semiconductor equipment business already has excellent management, technology
and products, market acceptance, and financial performance. With over $100
million in cash after the sale of our UV curing business, we can be that much
more effective in addressing the consolidation, investment and share
repurchase opportunities that are developing in the current industry
slowdown."
"We have all grown up with Fusion UV Curing and we care deeply about it,"
noted Daniel Tessler, Chairman of Fusion's Board of Directors. "It is a fine
business with superb management, a steady contributor with excellent
prospects, but it has not been well understood or, in our judgment, properly
valued since the IPO of Fusion Systems in 1994. We have known and respected
Fairey for some years, and believe that UV's managers, employees and customers
will be pleased with their new relationships."
Fusion UV Curing is the world's leading manufacturer of ultraviolet
curing equipment used by major industrial companies to cure or dry special
inks, coatings and adhesives in a broad cross-section of applications. Fusion
UV Curing contributed $28.7 million to consolidated net revenues and $4.7
million to operating income in the first half of 1996. Following the sale,
Fairey Group will operate the UV curing equipment business under the name
Fusion UV Systems Inc., and will retain the subsidiary's operating management
and its approximately 300 employees.
The proposed transaction will be a sale of assets and an assumption of
specified liabilities of the Fusion UV Curing business as well as the sale of
stock in some related subsidiaries. Fusion Systems will receive $121 million
in cash which, after costs and full tax provision, will result in a one-time
gain of approximately $54 million or about $6.60 per share. In a separate
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transaction, Fairey Group plc will pay $5 million to Fusion Lighting, Inc., a
former subsidiary of Fusion Systems which makes visible lighting products,
for certain UV technology-sharing and non-competition agreements and for
certain intangible property.
On an as-adjusted basis, after the sale, Fusion Systems will have
approximately $105 million in cash net of taxes payable. Its continuing
business, Fusion Semiconductor Systems, is a leading supplier of asher and
photostabilizer tools used to make advanced semiconductor devices. In the
first half of 1996, Fusion Semiconductor Systems' net revenues and operating
income were $50.0 million and $10.2 million, respectively, and generated
earnings of $0.86 per share.
Fusion Systems also announced that it has significantly cut corporate
overhead and operating expenses in the continuing business, to reflect its
more focused nature and lower revenue expectations anticipated for the next
several quarters. These actions resulted in layoffs of 89 employees.
Except for historical information, the matters discussed in this news
release are forward-looking statements that are subject to certain risks and
uncertainties that could cause the actual results to differ materially from
those projected, including, but not limited to, delays or cancellations of
orders due to business and/or economic conditions, pricing pressure and the
impact of competitive products, the timely development and acceptance of new
products, manufacturing efficiencies and other risks detailed from time to
time in the Company's SEC reports. The Company assumes no obligation to
update the information in this release.
Fusion Systems Corporation is headquartered in Rockville, Maryland and
has offices throughout the United States, Europe, Japan and Korea. Fusion's
World Wide Web site address is http://www.fusn.com.
Fairey Group plc, headquartered in Egham, Surrey, England, is a
diversified manufacturer with operations in electronic controls, process
measurement and specialized engineering. The company produces a wide range of
products for the elecronics and electrical power, aerospace and defense,
filtration and specialized ceramics sectors. Fairey Group's reported sales
for the year ended December 31, 1995 were 196.3 million pound sterling.
(Tables to follow)
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FUSION SYSTEMS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
Restated Restated
As of As of As Adjusted
12/31/95 6/28/96 6/28/96
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Note 1 Note 1 Note 2
<S> <C> <C> <C>
Cash $ 36,691 $ 25,580 $ 141,332
Trade Receivables 13,355 20,506 20,506
Inventory 11,173 17,072 17,072
Net Assets of Discontinued Operations 23,126 25,002 -
------------ ------------ ------------
Current Assets 84,345 88,160 178,910
Prepaid Expenses 819 980 980
Fixed Assets 7,430 12,346 12,346
Other Assets 2,443 3,407 3,407
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Total Assets $ 95,037 $ 104,893 $ 195,643
============ ============ ============
Other Current Liabilities $ 8,295 $ 8,517 $ 8,517
Taxes Payable $ 1,009 $ 158 36,408
Stockholders' Equity 85,733 96,218 150,718
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Total Liabilities and Equity $ 95,037 $ 104,893 $ 195,643
============ ============ ============
</TABLE>
Note 1 - As restated for the reclassification of the net assets of UV Curing
(see Note 2)
Note 2 - Gives effect to the sale of UV Curing , for cash proceeds of
approximately $116 million, net of transaction costs, as if the transaction
had occurred on 6/28/96
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FUSION SYSTEMS CORPORATION
RESTATED STATEMENTS OF INCOME (Note 1)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Year
--------------------------------------------------- Ended
3/31/95 6/30/95 9/29/95 12/31/95 12/31/95
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<S> <C> <C> <C> <C> <C>
Net Revenues $ 13,501 $ 14,664 $ 12,568 $ 17,748 $ 58,481
Cost of Sales 5,583 6,290 5,113 8,550 25,536
-------- -------- -------- -------- --------
Gross Profit 7,918 8,374 7,455 9,198 32,945
-------- -------- -------- -------- --------
Operating Expenses:
Selling, general and administrative 2,968 3,273 3,129 3,394 12,764
Research, development and engineering 1,557 2,348 1,956 1,821 7,682
-------- -------- -------- -------- --------
Total operating expenses 4,525 5,621 5,085 5,215 20,446
-------- -------- -------- -------- --------
Operating Income 3,393 2,753 2,370 3,983 12,499
Other Income 622 452 428 580 2,082
-------- -------- -------- -------- --------
Income from continuing operations
before income taxes 4,015 3,205 2,798 4,563 14,581
Provision for Income Taxes on Continuing Operations 1,546 1,234 1,077 1,588 5,445
-------- -------- -------- -------- --------
Income from continuing operations 2,469 1,971 1,721 2,975 9,136
Income from Discontinued Operations Net of 1,409 1,988 1,398 1,334 6,129
Income Tax
-------- -------- -------- -------- --------
Net income $ 3,878 $ 3,959 $ 3,119 $ 4,309 $ 15,265
======== ======== ======== ======== ========
Earnings Per Share:
Continuing operations $ 0.31 $ 0.24 $ 0.21 $ 0.37 $ 1.13
Discontinued operations $ 0.17 $ 0.25 $ 0.17 $ 0.16 $ 0.75
-------- -------- -------- -------- --------
Total $ 0.48 $ 0.49 $ 0.38 $ 0.53 $ 1.88
======== ======== ======== ======== ========
Weighted-Average Shares Outstanding 8,066 8,140 8,140 8,124 8,120
======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Six
Months
Three Months Ended Ended
------------------------------------
3/29/96 6/28/96 6/28/96
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<S> <C> <C> <C>
Net Revenues $ 24,768 $ 25,252 $ 50,020
Cost of Sales 11,081 10,714 21,795
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Gross Profit 13,687 14,538 28,225
-------- -------- --------
Operating Expenses:
Selling, general and administrative 5,294 4,968 10,262
Research, development and engineering 3,478 4,262 7,740
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Total operating expenses 8,772 9,230 18,002
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Operating Income 4,915 5,308 10,223
Other Income 560 373 933
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Income from continuing operations
before income taxes 5,475 5,681 11,156
Provision for Income Taxes on Continuing Operations 2,053 2,130 4,183
-------- -------- --------
Income from continuing operations 3,422 3,551 6,973
Income from Discontinued Operations Net of 1,395 1,631 3,026
Income Tax
-------- -------- --------
Net income $ 4,817 $ 5,182 $ 9,999
======== ======== ========
Earnings Per Share:
Continuing operations $ 0.42 $ 0.44 $ 0.86
Discontinued operations $ 0.18 $ 0.20 $ 0.38
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Total $ 0.60 $ 0.64 $ 1.24
======== ======== ========
Weighted-Average Shares Outstanding 8,059 8,119 8,089
======== ======== ========
</TABLE>
Note 1 - As restated for the reclassification of the UV Curing operation
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