-----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, N94l0mgTVWCF5U+0JlynC9+6r1HwLVkOyfc8Kg+8fHR8+9L69XuwMZrOlbAUzrZa NzomkKF3jek2HLcs9neadA== 0000909518-03-000262.txt : 20030508 0000909518-03-000262.hdr.sgml : 20030508 20030508163522 ACCESSION NUMBER: 0000909518-03-000262 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030506 ITEM INFORMATION: Bankruptcy or receivership ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTERNA CORP CENTRAL INDEX KEY: 0000030841 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 042258582 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12657 FILM NUMBER: 03688395 BUSINESS ADDRESS: STREET 1: 3 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803-5087 BUSINESS PHONE: 6172726100 MAIL ADDRESS: STREET 1: 3 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803-5087 FORMER COMPANY: FORMER CONFORMED NAME: DYNATECH CORP DATE OF NAME CHANGE: 19920703 8-K 1 jd5-8_8k.txt ================================================================================ 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): May 6, 2003 ACTERNA CORPORATION ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE --------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-0748 04-2258582 ---------------------- ----------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 12410 MILESTONE CENTER DRIVE GERMANTOWN, MARYLAND 20876 --------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (240) 404-1550 -------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A ----------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 3. BANKRUPTCY OR RECEIVERSHIP. On May 6, 2003, Acterna Corporation (the "Company") and its domestic subsidiaries filed voluntary petitions under chapter 11 of title 11, United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") (Case Nos. 12837 (BRL) through 12843 (BRL)). The Company and its domestic subsidiaries remain in possession of their assets and properties, and continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. At a hearing held on May 6, 2003, the Bankruptcy Court approved, on an interim basis, a debtor-in-possession revolving credit facility in an aggregate amount of $30,000,000 provided by a group of banks led by JPMorgan Chase Bank, as agent, and Credit Suisse First Boston, as syndication agent. The Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing the chapter 11 filing. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Exhibit ----------- ------- 99.1 Press release of the Company dated May 6, 2003. 2 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. Date: May 8, 2003 ACTERNA CORPORATION By: /s/ John D. Ratliff ------------------------------------ John D. Ratliff Corporate Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release of the Company dated May 6, 2003. 4 EX-99 3 jd5-8ex99_1.txt 99.1 EXHIBIT 99.1 ACTERNA PREPARES REORGANIZATION PLAN - Business to Continue Normal Operations Under Chapter 11 Protection - Secures $30 Million Debtor-in-Possession Financing Facility - Filing Limited to Acterna Corporation and Its Subsidiaries in the U.S. Germantown, MD, May 6, 2003 - Acterna Corporation (OTCBB: ACTR) today announced that it has negotiated a term sheet with its key lenders to significantly reduce its debt through a reorganization of its capital structure designed to strengthen its financial and competitive position. To facilitate the restructuring, Acterna, together with its domestic subsidiaries, has voluntarily filed for chapter 11 bankruptcy court protection under the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. Acterna has provided to the court proposed terms of its pre-negotiated reorganization that enable it to support its position as one of the world's leading providers of communication network test and management solutions. Acterna also announced that it has arranged debtor-in-possession financing of $30 million from a group of banks led by JPMorgan Chase Bank and General Electric Capital Corporation. This financing, combined with the company's current cash, enables Acterna to continue to execute its business plan. This plan includes substantial investment in research and development to build on Acterna's leadership position in communications test and management solutions for optical, access and cable networks. Acterna's chapter 11 filing applies only to its subsidiaries in the U.S. and will not impact its operating subsidiaries in Europe, Latin America or the Asia-Pacific region. The terms of Acterna's debt restructuring plan, developed in collaboration with certain of its key lenders, include: - reduction of Acterna's long-term debt by more than $750 million, or 78 percent of the company's existing debt; and - reduction in annual cash interest expense by at least $45 million. Acterna offers its portfolio of communications test instruments, services and systems in 164 countries around the globe, and anticipates no disruption of orders or services to its customers. "Acterna's business remains fundamentally sound and, we believe, focused on the best growth opportunities in the communications test industry," said John Peeler, Acterna's president and chief executive officer. "In response to a prolonged industry downturn, we have taken aggressive steps to align the company's cost structure with the industry's reduced revenue outlook. Combined with our reorganization efforts, we believe these steps position Acterna to emerge as a strong, well-capitalized provider of communications test solutions." "It is important for our customers to know that our commitment to communications test innovation and the highest levels of customer service excellence is stronger than ever," Peeler added. Acterna's chapter 11 filing today includes a series of first-day motions that, if approved, allow Acterna to operate in the normal course, including meeting the normal employee payroll cycle, maintaining customer programs, satisfying tax obligations, and the ability to fund foreign operations. 2-2-2 The reorganization will become final upon approval of the bankruptcy court and the affirmative vote of the lender group. Based in Germantown, Maryland, Acterna Corporation is the holding company for Acterna, da Vinci Systems and Itronix. Acterna is the world's second largest communications test and management company. The company offers instruments, systems, software and services used by service providers, equipment manufacturers and enterprise users to test and optimize performance of their optical transport, access, cable, data/IP and wireless networks and services. da Vinci Systems designs and markets video color correction systems to the video postproduction industry. Itronix sells ruggedized computing devices for field service applications to a range of industries. Additional information on Acterna is available at http://www.acterna.com. # # # Certain statements contained herin constitute "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to be different from those contemplated. We assume no obligation to update the forward-looking statements contained herin to reflect actual results, changes in assumptions or changes in factors affecting such statements. Contacts: Media - Jim Monroe, 240-404-1922 Investor Relations - Mike Rhine, 240-404-1823 -----END PRIVACY-ENHANCED MESSAGE-----