UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 1999
TEKTRONIX, INC.
(Exact name of registrant as specified in its character)
Oregon 1-4837 93-09343990
(State or other jurisdiction (Commission (IRS Employer
incorporation) File number) Identification No.)
26600 SW Parkway, Wilsonville, Oregon 97070-1000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 627-7111
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On September 24, 1999, pursuant to an Asset Purchase Agreement dated
August 6, 1999 (the "Agreement") between Tektronix, Inc., an Oregon corporation
("Tektronix"), and Grass Valley Group Inc., a Delaware corporation ("GVG"),
Tektronix sold substantially all of the assets related to its video content
production business ("VCP") to GVG. The VCP business involves video content
production products for the broadcast, production and post-television markets.
VCP products include switchers, video servers and routers as well as modular
products to enable interoperation of non-compatible equipment within the video
content production facility.
The purchase price for the assets sold consisted of: (a) a cash payment
to Tektronix of $23,650,000, (b) the issuance by GVG of 2,000,000 shares of its
Class A Common Stock to Tektronix (representing 10% of the equity of GVG on a
fully diluted basis), and (c) a promissory note from GVG to Tektronix in the
amount of $24,500,000. In addition, GVG agreed to assume certain liabilities of
Tektronix related to VCP. The purchase price is subject to adjustment in the
event of specified decreases in the net asset value of VCP as reflected on the
closing balance sheet to be delivered after the closing. The purchase price
received by Tektronix in the transaction was negotiated by Tektronix and the
principals of GVG.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information.
1. Unaudited pro forma condensed consolidated balance sheet and
statement of operations as of and for the year ended May 29,
1999.
2. Unaudited pro forma condensed consolidated statement of
operations for the three months ended August 28, 1999.
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of May 29, 1999
(Unaudited)
In Thousands of Dollars
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments (a) Pro Forma
---------------- ------------------ ---------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 39,747 $ 23,650 $ 63,397
Accounts receivable - net 313,274 - 313,274
Inventories 273,370 (43,619) 229,751
Other current assets 93,267 (216) 93,051
--------------- ----------------- --------------
Total current assets 719,658 (20,185) 699,473
Property, plant and equipment - net 442,257 (24,835) 417,422
Deferred tax assets 56,405 - 56,405
Other long-term assets 141,045 25,421 166,466
--------------- ----------------- --------------
Total assets $ 1,359,365 $ (19,599) $ 1,339,766
=============== ================= ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 115,687 $ - $ 115,687
Accounts payable 251,349 (3,186) 248,163
Accrued compensation 110,001 (3,050) 106,951
Deferred revenue 20,009 (1,944) 18,065
--------------- ----------------- --------------
Total current liabilities 497,046 (8,180) 488,866
Long-term debt 150,722 - 150,722
Other long-term liabilities 90,035 - 90,035
Shareholders' equity:
Common stock 143,263 - 143,263
Retained earnings 458,613 (11,419) 447,194
Accumulated other comprehensive 19,686 - 19,686
--------------- ----------------- --------------
Total shareholders' equity 621,562 (11,419) 610,143
--------------- ----------------- --------------
Total liabilities and shareholders'
equity $ 1,359,365 $ (19,599) $ 1,339,766
=============== ================= ==============
</TABLE>
(a) Amounts represent cash proceeds of $23.7 million, a note receivable of $24.5
million, and a 10% equity interest in GVG, included in other long-term assets,
net of VCP assets and liabilities eliminated from the balance sheet.
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended May 29, 1999
(Unaudited)
In Thousands of Dollars
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
---------------- ------------------ ---------------
<S> <C> <C> <C>
Net sales $ 1,861,490 $ (222,420) $ 1,639,070
Cost of sales 1,151,252 (155,192) 996,060
--------------- ----------------- --------------
Gross profit 710,238 (67,228) 643,010
Research and development expenses 204,655 (29,053) 175,602
Selling, general and administrative
expenses 480,714 (66,073) 414,641
Non-recurring charges 84,780 - 84,780
Equity in business ventures' loss 9,230 - 9,230
--------------- ----------------- --------------
Operating loss (69,141) 27,898 (41,243)
Interest expense 15,712 - 15,712
Other income - net 9,616 49 9,665
--------------- ----------------- --------------
Loss before taxes (75,237) 27,947 (47,290)
Income taxes (24,076) 8,943 (15,133)
--------------- ----------------- --------------
Net loss $ (51,161) $ 19,004 $ (32,157)
=============== ================= ==============
Average shares outstanding -
basic and diluted 47,700 47,700 47,700
Net loss per share -
basic and diluted (1.07) 0.40 (0.67)
</TABLE>
<PAGE>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended August 28, 1999
(Unaudited)
In Thousands of Dollars
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
---------------- ------------------ ---------------
<S> <C> <C> <C>
Net sales $ 436,151 $ (49,837) $ 386,314
Cost of sales 265,195 (36,349) 228,846
--------------- ----------------- --------------
Gross profit 170,956 (13,488) 157,468
Research and development expenses 49,433 (10,350) 39,083
Selling, general and administrative
expenses 103,180 (11,842) 91,338
Non-recurring charges 26,100 - 26,100
Equity in business ventures' loss 318 - 318
--------------- ----------------- --------------
Operating loss (8,075) 8,704 629
Interest expense 4,502 - 4,502
Other income - net 284 6 290
--------------- ----------------- --------------
Loss before taxes (12,293) 8,710 (3,583)
Income taxes (3,811) 2,700 (1,111)
--------------- ----------------- --------------
Net loss $ (8,482) $ 6,010 $ (2,472)
=============== ================= ==============
Average shares outstanding -
basic and diluted 46,991 46,991 46,991
Net loss per share -
basic and diluted (0.18) 0.13 (0.05)
</TABLE>
<PAGE>
Note to Pro Forma Condensed Consolidated Financial Statements
The company's unaudited pro forma condensed consolidated financial statements
give effect to the disposal of substantially all of the assets related to
Tektronix' video content production business ("VCP") as if such transaction had
occurred, for statements of consolidated operations for the year ended May 29,
1999, and for the consolidated balance sheet as of May 29, 1999. Significant
assets and liabilities not included in the sale were accounts receivable, land
and buildings, and accounts payable.
In the company's fiscal year 1999 annual report, VCP was included in the Video
and Networking division, a reported segment in the business segments footnote.
Other businesses included within this segment were Networks Displays,
Lightworks, and VideoTele.com. Network Displays was sold in December 1998,
Lightworks was discontinued during the second quarter of 1999, and the
VideoTele.com business merged into another reported segment, the Measurement
division, as of the beginning of fiscal year 2000.
These unaudited pro forma condensed consolidated financial statements should be
read in conjunction with the company's 1999 audited consolidated financial
statements. The pro forma information shown is not necessarily indicative of
the results that would have been reported had such events actually occurred on
the dates specified, nor is it indicative of the company's future results.
The accompanying pro forma condensed consolidated statements of operations
consists of the historical statements of operations of the company for the year
ended May 29, 1999, and for the three months ended August 28, 1999, less the
historical statements of operations of VCP.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: October 12, 1999 TEKTRONIX, INC.
By: CARL NEUN
-----------------------------------
Carl W. Neun
Senior Vice President and
Chief financial Officer
