UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 1, 2000
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TEKTRONIX, INC.
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(Exact name of registrant as specified in its character)
Oregon 1-4837 93-09343990
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
14200 SW Karl Braun Drive, Beaverton, OR 97077
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 627-7111
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On January 1, 2000, pursuant to an Amended Asset Purchase Agreement
dated September 22, 1999, as amended (the "Agreement"), between Tektronix,
Inc., an Oregon corporation ("Tektronix"), and Xerox Corporation, a New
York corporation ("Xerox"), Tektronix and its subsidiaries sold
substantially all of the assets related to its color printing and imaging
products division ("CPID") to Xerox and its affiliates. The purchase price
for the assets was $925 million in cash and may be subject to purchase
price adjustments. In addition, Xerox assumed certain liabilities of
Tektronix related to CPID. The purchase price was negotiated by Tektronix
and Xerox.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information.
1. Unaudited pro forma condensed consolidated statement of
operations for the year ended May 29, 1999.
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<TABLE>
<CAPTION>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended May 29, 1999
(Unaudited)
In Thousands of Dollars
Pro Forma
Historical Adjustments Pro Forma
--------------- --------------- ---------------
<S> <C> <C> <C>
Net sales $ 1,861,490 $ (725,354) $ 1,136,136
Cost of sales 1,151,252 (493,830) 657,422
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Gross profit 710,238 (231,524) 478,714
Research and development expenses 204,655 (59,990) 144,665
Selling, general and administrative
expenses 480,714 (151,112) 329,602
Non-recurring charges 84,780 - 84,780
Equity in business ventures' loss 9,230 - 9,230
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Operating loss (69,141) (20,422) (89,563)
Interest expense 15,712 - 15,712
Other income - net 9,616 757 10,373
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Loss before taxes (75,237) (19,665) (94,902)
Income tax benefit (24,076) (6,293) (30,369)
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Net loss $ (51,161) $ (13,372) $ (64,533)
=============== =============== ===============
Average shares outstanding -
basic and diluted 47,700 47,700 47,700
Net loss per share -
basic and diluted (1.07) (0.28) (1.35)
</TABLE>
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2. Unaudited pro forma condensed consolidated balance sheet and
statement of operations as of and for the six months ended
November 27, 1999.
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<TABLE>
<CAPTION>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of November 27, 1999
(Unaudited)
In Thousands of Dollars
Pro Forma
Historical Adjustments (a) Pro Forma
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<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 57,860 $ 925,000 $ 982,860
Accounts receivable - net 285,228 (156,591) 128,637
Inventories 217,990 (97,120) 120,870
Other current assets 93,066 (9,430) 83,636
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Total current assets 654,144 661,859 1,316,003
Property, plant and equipment - net 402,895 (149,244) 253,651
Deferred tax assets 55,347 (30,000) 25,347
Other long-term assets 163,870 (24,376) 139,494
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Total assets $ 1,276,256 $ 458,239 $ 1,734,495
=============== =============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 79,564 $ - $ 79,564
Accounts payable 226,389 120,973 347,362
Accrued compensation 96,216 (1,934) 94,282
Deferred revenue 25,280 (20,961) 4,319
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Total current liabilities 427,449 98,078 525,527
Long-term debt 150,596 - 150,596
Other long-term liabilities 76,620 (7,256) 69,364
Shareholders' equity:
Common stock 142,608 - 142,608
Retained earnings 454,046 367,417 821,463
Accumulated other comprehensive 24,937 - 24,937
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Total shareholders' equity 621,591 367,417 989,008
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Total liabilities and shareholders'
equity $ 1,276,256 $ 458,239 $ 1,734,495
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(a) Amounts represent cash proceeds of $925.0 million, the elimination of Color Printing and Imaging
assets and liabilities from the balance sheet, the resultant gain on the sale and the income tax
expense associated with the gain. Proceeds represent those received upon the closing of the
transaction and may be subject to purchase price adjustments. Any adjustment of the proceeds would
result in an adjustment of the gain on the sale and the related income tax expense. The income tax
expense is reflected on the balance sheet as a $10.0 million reduction of current deferred tax
assets (included in other current assets), a $30.0 million reduction of deferred tax assets and a
$175.8 million increase in current taxes payable (included in accounts payable).
</TABLE>
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<TABLE>
<CAPTION>
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended November 27, 1999
(Unaudited)
In Thousands of Dollars
Pro Forma
Historical Adjustments Pro Forma
--------------- --------------- ---------------
<S> <C> <C> <C>
Net sales $ 887,175 $ (345,157) $ 542,018
Cost of sales 535,884 (238,155) 297,729
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Gross profit 351,291 (107,002) 244,289
Research and development expenses 95,459 (24,516) 70,943
Selling, general and administrative
expenses 210,936 (67,601) 143,335
Non-recurring charges 26,100 - 26,100
Equity in business ventures' loss 343 - 343
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Operating income 18,453 (14,885) 3,568
Interest expense 9,212 - 9,212
Other income - net 2,147 1,443 3,590
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Income (Loss) before taxes 11,388 (13,442) (2,054)
Income tax expense (benefit) 4,684 (4,762) (78)
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Net income (loss) $ 6,704 $ (8,680) $ (1,976)
=============== =============== ===============
Average shares outstanding -
basic 47,005 47,005 47,005
diluted 47,468 47,468 47,005
Net income (loss) per share -
basic 0.14 (0.18) (0.04)
diluted 0.14 (0.18) (0.04)
</TABLE>
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Note to Pro Forma Condensed Consolidated Financial Statements
The company's unaudited pro forma condensed consolidated financial statements
give effect to the disposal of the Color Printing and Imaging division as if
such transaction had occurred, for the purpose of the condensed consolidated
statement of operations, as of the first day of the period presented, and for
purposes of the condensed consolidated balance sheet, as of its date.
These unaudited pro forma condensed consolidated financial statements should be
read in conjunction with the company's 1999 audited consolidated financial
statements. In the company's fiscal year 1999 annual report, Color Printing and
Imaging was a reported segment in the business segments footnote. 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.
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(c) Exhibits.
(2) (i) Amended Asset Purchase Agreement dated as of
September 22, 1999 and Amendment Nos. 1 and 2 thereto.
Incorporated by reference to Exhibit (2)(i) of the
Company's Quarterly Report on Form 10-Q for the quarter
ended November 27, 1999, SEC File No. 1-4837.
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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: January 25, 2000 TEKTRONIX, INC.
By: COLIN L. SLADE
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Name: Colin L. Slade
Title: Vice President and
Chief Financial Officer
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