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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 18, 1999
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PRI AUTOMATION, INC.
(Exact name of registrant as specified in charter)
Massachusetts 0-24934 04-2495703
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(State or other jurisdiction (Commission (I.R.S.Employer
of incorporation) File Number) Identification No.)
805 Middlesex Turnpike, Billerica, 01821-3986
Massaschusetts
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 670-4270
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Item 5. Other Events
On March 2, 1999, PRI Automation, Inc. ("the Company") acquired Promis
Systems Corporation Ltd. ("Promis"), a Canadian corporation, in a transaction
accounted for as a pooling of interests. In connection with the acquisition, the
Company issued 0.1353 exchangeable shares for each outstanding Promis share, or
an aggregate of 1,389,974 exchangeable shares. Each exchangeable share may be
exchanged at any time for one share of common stock of the Company. The Company
assumed options to purchase 270,336 shares of the Company's common stock and a
warrant to purchase 13,530 shares of common stock in the acquisition.
The following unaudited financial results include the combined results of
operations from December 28, 1998 to April 25, 1999 for the Company and Promis.
These results are presented to satisfy publication of combined results
requirements with respect to affiliate trading restrictions because of the
pooling accounting treatment of the acquisition and, accordingly, include at
least 30 days of post-merger combined operations. The results included herein
are not necessarily indicative of results expected for a full year of
operations.
PRI AUTOMATION, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(in thousands, except per share data)
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<CAPTION>
For the period from December 28,
1998 to April 25, 1999
<S> <C>
Net revenue $ 38,922
Net loss $(11,909)
Basic and diluted net loss per common share $ (0.55)
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SIGNATURE
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.
PRI AUTOMATION, INC.
/s/ Stephen D. Allison
Date: May 18, 1999 By:
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Stephen D. Allison
Chief Financial Officer
