-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A9PfJqPeAfpgAfANYhtU3WuEqc+w1zvL2vNKgxBQFGBimfCJCKePj0KFX+msG97Y kJOxXmwR2BBDLuWOyJkTSg== 0001005477-97-002001.txt : 19970814 0001005477-97-002001.hdr.sgml : 19970814 ACCESSION NUMBER: 0001005477-97-002001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970530 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXSYS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000206030 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 111962029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16182 FILM NUMBER: 97657734 BUSINESS ADDRESS: STREET 1: 645 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125937900 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 645 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: VERNITRON CORP DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 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) May 30, 1997 ------------ AXSYS TECHNOLOGIES, INC. ------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-16182 11-1962029 -------- ------- ---------- (State or other jurisdiction) (Commission) (IRS Employer Identification Number) 645 MADISON AVENUE, NEW YORK, NEW YORK 10022 -------------------------------------------- (Address of principal executive offices, including zip code) (212) 593-7900 -------------- Registrant's telephone number, including area code On May 30, 1997, Axsys Technologies, Inc. a Delaware Corporation (the "Company") acquired Teletrac, Inc., a California corporation ("Teletrac"). This transaction was reported on Item 2 on Form 8-K, dated June 13, 1997. This form 8-K, dated August 13, 1997, provides the pro forma financial information required by Item 7(b) as follows: ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) Pro Forma Financial Information The following unaudited pro forma condensed statements of operations of the Company for the three months ended March 31, 1997 (attached as Exhibit 7(b)(.1)) and the year ended December 31, 1996 (attached as Exhibit 7(b)(.2)), present results for the Company as if the Company's acquisition of Teletrac had occurred as of January 1, 1996. Teletrac's fiscal year does not coincide with a calendar year. As such, the pro forma condensed statements of operations for the three months ended March 31, 1997 and the year ended December 31, 1996, include Teletrac's historical results for the quarter ended April 30, 1997 and the year ended January 31, 1997, respectively. The pro forma condensed balance sheet of the Company as of March 31, 1997 (attached as Exhibit 7(b)(.3)) gives effect to the acquisition as if it had occurred as of March 31, 1997. The unaudited pro forma financial information does not purport to represent what the Company's financial position or results of operations actually would have been had the acquisition in fact occurred on the dates indicated, or to project the Company's financial position or results of operations for any future date or period. The pro forma adjustments are based on available information and certain assumptions that the Company currently believes are reasonable in the circumstances. The unaudited financial information should be read in conjunction with the accompanying notes thereto (attached as Exhibit 7(b)(.4)); the separate historical condensed financial statements of the Company as of and for the three month period ended March 31, 1997 which are contained in the Company's Quarterly Report on Form 10-Q for such period; and the historical financial statements of the Company as of and for the year ended December 31, 1996 which are contained in the Company's Annual Report on Form 10-K for such period. The pro forma adjustments and pro forma combined amounts are provided for informational purposes only. The Company's financial statements will reflect the effects of the acquisition and related financing transaction only from the date such events occurred. The pro forma adjustments are applied to the historical financial statements to, among other things, account for the acquisition as a purchase. Under purchase accounting, the total purchase cost will be allocated to the Teletrac assets and liabilities based on their fair values. Allocations are subject to analysis and valuations as of the date of the acquisition which are not yet completed. Accordingly, the final allocations will be different from the amounts reflected herein. Although the final allocations will differ, the unaudited pro forma financial information reflects management's best estimate based on currently available information. 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 hereunto duly authorized Axsys Technologies, Inc. ------------------------ Registrant Date: August 13, 1997 By: /s/ Raymond F. Kunzmann --------------- ----------------------- Raymond F. Kunzmann Vice President 2 EX-7.(B)(.1) 2 FINANCIAL STATEMENTS Exhibit 7(b)(.1) AXSYS TECHNOLOGIES, INC. Pro Forma Condensed Statement of Operations For the Quarter Ended March 31, 1997 (Unaudited - Dollars in thousands, except per share amounts)
Historical Pro Forma Axsys Historical Axsys Technologies, Inc. Teletrac, Inc. Adjustments Technologies, Inc. -------------------- ---------------- -------------- --------------------- Net sales $ 27,602 $ 2,593 $ 30,195 Cost of sales 20,402 1,509 21,911 Selling, general and administrative expenses 4,899 677 5,576 Amortization of intangible assets 52 $ 68(f) 120 ---------- ------- ------- ---------- Operating income 2,249 407 (68) 2,588 Interest expense 655 (2) 165(e) 818 Other expense 11 -- 11 ---------- ------- ------- ---------- Income before taxes 1,583 409 (233) 1,759 Income taxes 638 165 (64)(g) 739 ---------- ------- ------- ---------- Net income 945 244 (169) 1,020 Preferred dividends 60 60 ---------- ------- ------- ---------- Income applicable to common shareholders $ 885 $ 244 $ (169) $ 960 ========== ======= ======= ========== Net income per common share $ 0.27 $ 0.28 ========== ========== Weighted average number of common shares outstanding 3,230,130 3,383,130 ========== ==========
EX-7.(B)(.2) 3 FINANCIAL STATEMENTS Exhibit 7(b)(.2) AXSYS TECHNOLOGIES, INC. Pro Forma Condensed Statement of Operations For the Year Ended December 31, 1996 (Unaudited - Dollars in thousands, except per share amounts)
Historical Pro Forma Axsys Historical Axsys Technologies, Inc. Teletrac, Inc. Adjustments Technologies, Inc. -------------------- ---------------- -------------- --------------------- Net sales $ 91,301 $ 7,995 $ 99,296 Cost of sales 67,483 4,938 72,421 Selling, general and administrative expenses 16,501 1,472 17,973 Amortization of intangible assets 210 $ 272(f) 482 -------- -------- -------- -------- Operating income 7,107 1,585 (272) 8,420 Interest expense 2,343 12 685(e) 3,040 Other expense 18 -- 18 -------- -------- -------- -------- Income before taxes and extraordinary item 4,746 1,573 (957) 5,362 Income taxes 1,891 634 (267)(g) 2,258 -------- -------- -------- -------- Income before extraordinary item 2,855 939 (690) 3,104 Extraordinary charge, net of tax benefit (173) (173) -------- -------- -------- -------- Net income 2,682 939 (690) 2,931 Preferred dividends 847 847 -------- -------- -------- -------- Income applicable to common shareholders $ 1,835 $ 939 $ (690) $ 2,084 ========== ======== ======== ========== Net income per common share: Income before extraordinary charge $ 0.74 $ 0.79 Extraordinary charge (0.06) (0.06) ---------- ---------- $ 0.68 $ 0.73 ========== ========== Weighted average number of common shares outstanding 2,690,843 2,843,843 ========== ==========
EX-7.(B)(.3) 4 FINANCIAL STATEMENTS Exhibit 7(b)(.3) AXSYS TECHNOLOGIES, INC. Pro Forma Condensed Balance Sheet March 31, 1997 (Unaudited - Dollars in thousands)
Historical Pro Forma Axsys Historical Axsys Technologies, Inc. Teletrac, Inc. Adjustments Technologies, Inc. --------------------- -------------- ------------ ------------------ ASSETS Current Assets: Cash $ 546 $ 522 $ 1,068 Accounts Receivable - net 15,852 1,400 17,252 Inventories - net 25,502 1,250 26,752 Other Current Assets 897 35 932 ------- ------- ------- ------- Total Current Assets 42,797 3,207 -- 46,004 Property, Plant & Equipment 13,817 216 14,033 Excess of Cost Over Net Assets Acquired 6,363 $ 8,165(a),(b),(c),(d) 14,528 Other 473 64 (42)(d) 495 ------- ------- ------- ------- TOTAL ASSETS $63,450 $ 3,487 $ 8,123 $75,060 ======= ======= ======= ======= LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable $ 8,045 $ 367 8,412 Accrued Expense and Other Liabilities 7,745 1,227 $ 25(d) 8,997 Current Portion of Long-Term Debt and Capital Lease Obligations 2,939 -- 2,939 ------- ------- ------- ------- Total Current Liabilities 18,729 1,594 25 20,348 Long-Term Debt and Capital Lease Obligations 21,380 65 7,760(a) 29,205 Other Long-Term Liabilities 2,244 2,244 Deferred Income 354 354 Shareholders' Equity: Preferred Stock 2 2 Common Stock 30 51 1(b) 31 (51)(c) Capital in Excess of Par 17,991 -- 2,165(b) 20,156 Retained Earnings 2,720 1,777 (1,777)(c) 2,720 ------- ------- ------- ------- Total Shareholders' Equity 20,743 1,828 338 22,909 ------- ------- ------- ------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $63,450 $ 3,487 $ 8,123 $75,060 ======= ======= ======= =======
EX-7.(B)(.4) 5 NOTES TO FINANCIAL STATEMENTS Exhibit 7(b)(.4) AXSYS TECHNOLOGIES, INC. Notes to Unaudited Pro Forma Financial Statements (a) Represents additional borrowings required to fund the cash portion of the acquisition price for the stock of Teletrac. (b) Represents value of the 153,000 shares of Axsys common shares issued to Teletrac shareholders. (c) To eliminate the historical equity of Teletrac. (d) To reflect the estimated effect of recording the net assets of Teletrac at their fair value in accordance with the purchase method of accounting for a business combination. (e) To adjust interest expense for interest on incremental borrowings required to fund the cash portion of the acquisition price. (f) To amortize the incremental Excess of Cost over Net Assets Acquired, created as a result of the acquisition, over 30 years. (g) To reflect the tax effect of the pro forma adjustments. -----END PRIVACY-ENHANCED MESSAGE-----