-----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, FBYW0+GKs4XwKpZU4JBGN6vp4pXxtThh9XauvweNHQar8O7Def0s+uMY1E6ctFTi TySm/7+29fz8pcSgDGYkzA== 0000276283-98-000014.txt : 19980714 0000276283-98-000014.hdr.sgml : 19980714 ACCESSION NUMBER: 0000276283-98-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980626 ITEM INFORMATION: FILED AS OF DATE: 19980713 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EVANS & SUTHERLAND COMPUTER CORP CENTRAL INDEX KEY: 0000276283 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 870278175 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-08771 FILM NUMBER: 98665148 BUSINESS ADDRESS: STREET 1: 600 KOMAS DR CITY: SALT LAKE CITY STATE: UT ZIP: 84108 BUSINESS PHONE: 8015881000 MAIL ADDRESS: STREET 1: 600 KOMAS DR CITY: SALT LAKE CITY STATE: UT ZIP: 84108 8-K 1 FORM 8-K, ACQUISITION OF AGI SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): July 13, 1998 (June 26, 1998) Evans & Sutherland Computer Corporation (Exact Name of Registrant as Specified in Charter) Utah 0-8771 87-0278175 (State or Other (Commission (IRS Employer Jurisdiction of Incorporation) File Number) Identification No.) 600 Komas Drive, Salt Lake City, Utah 84108 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (801) 588-1000 NONE (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets On June 26, 1998, Evans & Sutherland Computer Corporation ("E&S") acquired, through its wholly-owned subsidiary E&S Merger Corp., 100% of the issued and outstanding capital stock of AccelGraphics, Inc. ("AGI") (the "Merger") pursuant to the terms of an Agreement and Plan of Merger among AccelGraphics, Inc., E&S Merger Corp., and Evans & Sutherland Computer Corporation, dated April 22, 1998 (the "Plan of Merger"). The Merger was consummated following approval of the Plan of Merger by the shareholders of AGI. The aggregate purchase price of the acquisition was approximately $54.3 million consisting of approximately (i) 1,109,300 shares of E&S Common Stock (having an aggregate market value of approximately $25.7 million on June 26, 1998); (ii) approximately $23.7 million (excluding transaction costs) of cash; (iii) approximately $1.0 million in transaction costs; and (iv) approximately $3.9 million in outstanding AGI stock options that were assumed by E&S. The purchase price for AGI (including the exchange ratio for the AGI common stock) was determined through arms-length negotiations between the parties. E&S financed the acquisition of AGI through the issuance of shares of E&S Common Stock (which were registered with the Securities and Exchange Commission on Form S-4) and cash on hand. As part of the Merger, all AGI options to acquire shares of AGI Common Stock were converted into options to acquire shares of E&S Common Stock, except that all AGI options with an exercise price greater than $6.00 were terminated on June 26, 1998. No material relationships exist between any of the former AGI shareholders and the Company or any of the Company's affiliates, directors, officers, or any associate of any director or officer of the Company. Item 7. Financial Statements and Exhibits (a) Financial statements of businesses acquired. The financial statements required pursuant to Rule 3-05 of Regulation S-X were previously reported in E&S's Amendment No. 1 to the Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on May 15, 1998, and pursuant to General Instruction B.3 of Form 8-K are not additionally reported herein. (b) Pro forma financial information. The financial information required pursuant to Article 11 of Regulation S-X was previously reported in E&S's Amendment No. 1 to the Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on May 15, 1998, and pursuant to General Instruction B.3 of Form 8-K is not additionally reported herein. (c) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger among AccelGraphics, Inc., E&S Merger Corp., and Evans & Sutherland Computer Corporation, dated April 22, 1998, previously filed as Annex I to the Registration Statement on Form S-4 filed April 27, 1998 (File No. 333-51041) and incorporated herein by reference. 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 hereunto duly authorized. EVANS & SUTHERLAND COMPUTER CORPORATION Dated: July 13, 1998 By: /S/ Mark C. McBride Mark C. McBride Vice President, Corporate Controller and Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----