ONTRAK SYSTEMS INC
8-K, 1996-09-23
SPECIAL INDUSTRY MACHINERY, NEC
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<PAGE>

                       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 (Date of Earliest Event Reported)    September 18, 1996
                                                  -----------------------

                              OnTrak Systems, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                   California
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)



     0-26222                                           77-0074302
- ------------------------                ------------------------------------
(Commission File Number)                (I.R.S. Employer Identification No.)


                     1010 Rincon Circle, San Jose, CA  95131                    
- --------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (408) 577-1010                                 
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                                                                
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>

ITEM 5.  OTHER EVENTS.

     On September 18, 1996, OnTrak Systems, Inc. (the "Company") announced that
it had split off Teleparts International, Inc. to Kenneth J. Smith, the
Company's founder and former Chief Executive Officer.  Teleparts was a wholly-
owned subsidiary engaged in the business of selling spare parts to the
semiconductor industry.  Additional information concerning the transaction is
contained in the press release attached hereto as Exhibit 99.1, which is
incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     Exhibits:

     Exhibit 99.1   --   Press release announcing the split off of Teleparts
                         International, Inc.





                                   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.


                         ONTRAK SYSTEMS, INC.


                         By:
                             -------------------------------------------
                             Patrick C. O'Connor
                             Vice President and Chief Financial Officer

Dated:  September 20, 1996



                                   2


<PAGE>

                               EXHIBIT 99.1
                               ------------


                               [LETTERHEAD]


FOR IMMEDIATE RELEASE


Contact:  Patrick O'Connor
          Chief Financial Officer
          OnTrak Systems, Inc.
          Phone: 408/952-5470
          Fax: 408/952-5644


ONTRAK ANNOUNCES SPLIT-OFF OF TELEPARTS INTERNATIONAL, INC.

SAN JOSE, CALIFORNIA, SEPTEMBER 18, 1996 -- OnTrak Systems, Inc. 
(Nasdaq:ONTK), a leading provider of semiconductor capital equipment for 
chemical mechanical planarization (CMP), announced today that it has 
split-off Teleparts International, Inc. to Kenneth J. Smith, OnTrak's founder 
and former chief executive officer. Teleparts was a wholly-owned subsidiary 
engaged in the business of selling spare parts to the semiconductor industry. 
OnTrak transferred its Teleparts stock to Smith in exchange for shares of 
OnTrak Common Stock.

According to James W. Bagley, OnTrak's chairman and chief executive officer, 
splitting off Teleparts supports OnTrak's overall strategic objectives. "We 
intend to focus our resources and efforts on our core business, which is 
supplying advanced wafer processing equipment to the semiconductor industry. 
The divestiture of Teleparts, a spare parts supplier, supports this 
objective." Bagley also noted that revenues from Teleparts do not constitute 
a material portion of OnTrak's consolidated revenues.

ONTRAK SYSTEMS, INC. is a leading provider of semiconductor capital equipment 
for CMP. Its primary product, the DSS-200, is a double-sided, single-wafer 
cleaning system used in a variety of advanced applications. OnTrak is 
headquartered in San Jose, Calif., and has sales, service, and manufacturer's 
representative offices in strategic locations worldwide. The company's 
common stock is traded on The Nasdaq Stock Market under the symbol ONTK.

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