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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-26634
LeCROY CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 13-2507777
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification No.)
700 CHESTNUT RIDGE ROAD, CHESTNUT RIDGE , NEW YORK 10977
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (914) 425-2000
The undersigned Registrant hereby amends the Exhibit Index of its Report on
Form 10-Q for the quarterly period ended September 30, 1996 as set forth in
the page attached hereto for the purpose of noting that the Company has
requested confidential treatment for portions of Exhibit 10.1.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
LECROY CORPORATION
BY: /S/JOHN C. MAAG
John C. Maag
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
Date: December 18, 1996
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LeCROY CORPORATION
PART I. OTHER INFORMATION
Item 6.(a) Exhibits
Exhibit 10.1 Technology license agreement, dated as of August 1, 1996,
between the Registrant and Fluke Corporation.**
** Confidential treatment as to certain portions of this Exhibit has
been requested from the S.E.C..
Exhibit 27 Financial Data Schedule.
PART II. OTHER INFORMATION
Item 6.(b) Reports on Form 8-K
No current reports on Form 8-K were filed during the quarter
ended September 30, 1996.
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.
LECROY CORPORATION
Date: November 4, 1996 By: /S/ JOHN C. MAAG
John C. Maag
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
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Exhibit 10.1
LeCroy Corporation
700 Chestnut Ridge Road
Chestnut Ridge, New York 10977
August 17, 1995
Fluke Corporation
c/o Flike Industrial B.V.
Lelyweg 1
7602 EA Almelo
The Netherlands
Attention: Jacques Wouters
Re: Confidentiality Agreement
In connection with certain proposed discussions of a possible joint
venture or other business transaction between LeCroy Corporation ("LeCroy")
and Fluke Corporation ("Fluke"), each of LeCroy and Fluke may disclose to the
other certain confidential and proprietary information relating to its
business, affairs, finances, and technology. Each of LeCroy and Fluke is
willing to disclose such Confidential Information to the other, but only on
the terms set forth in this letter agreement.
We agree as follows:
1. As used in this letter agreement, the term "Confidential
Information" of a party means all information provided by or on
behalf of that party to the other party or its representatives,
except information that the receiving party demonstrates by clear
and convincing evidence:
(a) was known to the receiving party prior to such disclosure by the
disclosing party, as evidenced by documentary or other physical
evidence predating the date of this letter agreement;
(b) was public knowledge at the time of such disclosure to the
receiving party, or because public knowledge after such
disclosure, through no action or omission by or on behalf of
the receiving party; or
(c) is lawfully disclosed or made available to the receiving party
by a third party having no obligation to the disclosing party
to maintain the confidentiality of such information.
2. Each of LeCroy and Fluke will maintain the confidentiality of all
Confidential Information of the other and hold it in trust for the
exclusive benefit of the other. All Confidential Information will
remain the exclusive property of the disclosing party, and will be
used by the receiving party exclusively for purposes of the
discussions referred to above. Unless previously authorized in
writing by the disclosing party, the receiving party will not use
Confidential Information for any other purposes or for the benefit
of itself or others, and will not disclose it to anyone (except
its employees and authorized representatives, on a "need-to-know"
basis pursuant to written confidentiality agreements).
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3. Without the prior written consent of the other party, or as
required under securities or other laws, neither LeCroy nor Fluke
will disclose to any third party (other than to its accountants,
counsel, and other authorized representatives) (i) the fact that
any Confidential Information of the other party has been disclosed
or made available to it, (ii) that discussions or negotiations are
taking place concerning a possible transaction between the parties,
or (iii) any of the terms, conditions, or other facts with respect
to any such possible transaction, including the status thereof.
4. Each of LeCroy and Fluke will promptly deliver to the other, upon
request, all documents and other tangible media that contain or
reflect Confidential Information of the other (including all
copies, reproductions, digests, abstracts, analyses, and notes)
in its possession or control, and will destroy any related
computer files.
5. Neither party makes any representations or warranties, nor shall
either party incur any liability, in respect of any information
(including Confidential Information) provided by or on behalf of
it to the other party, including without limitation with respect
to the accuracy or completeness of such information.
6. If either party is required by law to disclose any Confidential
Information to the other, such party will provide the other party
with prompt notice of such requirement so that the other party may
seek a protective order or take other appropriate action and/or
waive compliance with this letter agreement to the extent of such
required disclosure. In the absence of such a waiver, if either
party is, in the opinion of counsel, compelled to disclose
Confidential Information of the other party upon pain of liability
for contempt or other censure or penalty, such party may disclose
such Confidential Information to the relevant court or other
tribunal without liability hereunder, but such information shall
remain confidential under this letter agreement after such
disclosure.
7. Each of LeCroy and Fluke acknowledges that any breach by it of its
obligations under this letter agreement would inevitably cause
substantial and irreparable damage to the other party, and that
money damages would be an inadequate remedy therefor. Accordingly,
each of LeCroy and Fluke acknowledges and agrees that the other
party will be entitled, in addition to any other available
remedies, to an injunction, specific performance, and/or other
equitable relief to prevent the violation of such obligations.
8. Either party may at any time terminate the discussions with the
other that are the subject of this letter agreement, for any reason
or for no reason, and the provisions of this letter agreement will
survive any such termination. Neither party makes any express or
implied representations or warranties with respect to any
Confidential Information provided by it or on behalf to the other
party, including without limitation as to the accuracy or
completeness of such information.
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If the foregoing is acceptable, please sign and return one copy of this
letter agreement (the other signed copy enclosed is for your records). This
letter agreement will then constitute an agreement under seal governed by the
internal laws of the State of Delaware (without reference to principles of
conflicts or choice of law).
We look forward to productive discussions and to working with you.
Very truly yours,
LECROY CORPORATION
By: /S/ HENRY BICKEL
Henry Bickel
Vice President
AGREED TO AND ACCEPTED
FLUKE CORPORATION
By: /S/ JACQUES WOUTERS
Jacques Wouters
Product Planning Manager
Diagnostic Tools Division
August 22, 1995
