DEF 14C 1 0001.txt DEF 14C - INFORMATION STATEMENT SCHEDULE 14C (RULE 14C-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) CHECK THE APPROPRIATE BOX: [ ] PRELIMINARY INFORMATION STATEMENT [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14C-5(D)(2)) [X] DEFINITIVE INFORMATION STATEMENT DYNATECH CORPORATION (NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Payment of Filing Fee (Check the appropriate box): [X] No Fee required. [_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: [Dynatech Logo] NOTICE OF PROPOSED CORPORATE ACTION Burlington, Massachusetts August 9, 2000 To the Stockholders of Dynatech Corporation: Enclosed is an Information Statement that describes a proposed amendment to Dynatech's Certificate of Incorporation. We are providing this statement for information purposes only and we are not soliciting your vote. By Order of the Board of Directors /s/ Mark V.B. Tremallo Mark V.B. Tremallo Corporate Vice President--General Counsel DYNATECH CORPORATION 3 New England Executive Park Burlington, Massachusetts 01803-5087 INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY. GENERAL This Information Statement is being furnished to the stockholders of Dynatech Corporation, a Delaware corporation (the "Company"), in connection with the proposed adoption of a Certificate of Amendment to the Company's Certificate of Incorporation (the "Amendment") by the written consent of the holders of a majority in interest of the Company's voting capital stock, consisting of the Company's outstanding common stock, par value $.01 per share (the "Common Stock"). On July 26, 2000, the Company's Board of Directors determined that it is advisable and in the best interests of the Corporation to amend the Certificate of Incorporation in order to change the Company's name from "Dynatech Corporation" to "Acterna Corporation" and so approved and recommended such amendment. The proposed Amendment to the Certificate of Incorporation will become effective upon (i) the written consent of the holders of not less than a majority of the Company's Common Stock and (ii) the filing of the Amendment with the Secretary of State of the State of Delaware. The Company anticipates that Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership, its controlling stockholders, will give their written consent to the adoption of the Amendment and that the filing of the Amendment will occur on or about August 29, 2000. If the proposed Amendment is not adopted by written consent, the Company will be required to convene a special stockholders' meeting for the specific purpose of approving the Amendment. The date on which this Information Statement is intended to be sent to the stockholders is on or about August 9, 2000. The record date established by the Company for purposes of determining the number of outstanding shares of Common Stock of the Company is July 26, 2000 (the "Record Date"). The elimination of the need for a special meeting of stockholders to approve the Amendment is made possible by Section 228 of the Delaware General Corporation Law (the "Delaware Law") which provides that the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a special meeting. Pursuant to Section 242 of the Delaware Law, a majority of the outstanding shares of voting capital stock entitled to vote thereon is required in order to amend the Company's Certificate of Incorporation. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the Amendment as early as possible in order to accomplish the purposes of the Company as hereafter described, the Board of Directors of the Company voted to utilize the written consent of the holders of a majority in interest of the Common Stock of the Company. Pursuant to Section 228 of the Delaware Law, the Company is required to provide prompt notice of the taking of the corporate action without a meeting to stockholders who have not consented in writing to such action. Inasmuch as the Company will have provided this Information Statement to its stockholders of record, the Company will notify its stockholders of the effective date of the Amendment at the time of distribution of its next Quarterly Report on Form 10-Q. No additional action will be undertaken pursuant to such written consent, and no dissenters' rights under the Delaware Law are afforded to the Company's stockholders as a result of the adoption of the Amendment. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. EXECUTIVE OFFICES The Company's principal executive offices are located at 3 New England Executive Park, Burlington, Massachusetts 01803-5087. Its telephone number is (781) 272-6100. OUTSTANDING VOTING STOCK OF THE COMPANY As of the Record Date, there were approximately 188,781,883 shares of Common Stock outstanding. No other shares of capital stock are outstanding. The Common Stock is the sole class of voting securities of the Company. Each share of Common Stock entitles the holder thereof to one vote on all matters submitted to stockholders. SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information regarding the beneficial ownership of the Common Stock as of June 29, 2000, with respect to: (i) each current director and each currently serving Executive Officer (as defined below) of the Company; (ii) all current directors and Executive Officers of the Company as a group; and (iii) each current beneficial owner of five percent or more of Common Stock.
Amount and Nature of Beneficial Percent of Name Ownership(1) Common Stock (2) ---- ----------------- ---------------- Clayton, Dubilier & Rice Fund V Limited Partnership ("CDR Fund V") (3).................................. 123,290,770 65.8% Clayton, Dubilier & Rice Fund VI Limited Partnership ("CDR Fund VI") (4).................................. 30,625,000 16.4 John R. Peeler (5).................... 2,738,907 1.2 Allan M. Kline (6).................... 1,309,769 * Robert W. Woodbury (7)................ 860,856 * Samuel W. Tishler (8)................. 581,088 * Dennis E. Ferguson (9)................ 522,660 * Mark V.B. Tremallo (10)............... 354,489 * Ned C. Lautenbach..................... 307,692 * Brian H. Rowe (11).................... 109,923 * Marvin L. Mann (12)................... 105,923 * William O. McCoy...................... 97,923 * Victor A. Pelson...................... 88,923 * Peter Wagner.......................... 66,500 * All current Directors and Executive Officers as a group (15 persons) (13)................................. 161,060,423 73.5%
-------- The symbol "*" denotes less than 1% of outstanding Common Stock. (1) Represents shares of common stock beneficially owned on June 29, 2000, but does not include shares acquired pursuant to the Company's rights offering, which was completed on June 30, 2000. Unless otherwise noted, each person has sole voting and investment power with respect to such shares. (2) Based upon 187,235,650 shares of Common Stock outstanding as of June 29, 2000. Common Stock includes all shares of outstanding Common Stock plus, as required for the purpose of determining beneficial ownership (in accordance with Rule 13d-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")), all shares of Common Stock subject to any right of acquisition by such person, through exercise of conversion of any security, within 60 days of June 29, 2000. The percent of Common Stock owned by CDR Fund V and CDR Fund VI is calculated based upon the number of shares outstanding and does not include shares issuable upon the exercise of outstanding options. 2 (3) CD&R Associates V Limited Partnership ("Associates V") is the general partner of CDR Fund V and has the power to direct CDR Fund V as to the voting and disposition of shares held by CDR Fund V. CD&R Investment Associates II, Inc. ("Associates II Inc.") is the managing general partner of Associates V and has the power to direct Associates V as to its direction of CDR Fund V's voting and disposition of the shares held by CDR Fund V. No person controls the voting and dispositive power of Associates II Inc. with respect to the shares owned by CDR Fund V. Each of Associates V and Associates II Inc. expressly disclaims beneficial ownership of the shares owned by CDR Fund V. The business address of Associates II Inc., Associates V and CDR Fund V is 1043 Foulk Road, Suite 106, Wilmington, Delaware 19803. (4) CD&R Associates VI Limited Partnership ("Associates VI") is the general partner of Clayton, Dubilier & Rice Fund VI Limited Partnership ("CDR Fund VI") and has the power to direct CDR Fund VI as to the voting and disposition of shares held by CDR Fund VI. CD&R Investment Associates VI, Inc. ("Associates VI Inc.") is the managing general partner of Associates VI and has the power to direct Associates VI as to its direction of CDR Fund VI's voting and disposition of the shares held by CDR Fund VI. No person controls the voting and dispositive power of Associates VI Inc. with respect to the shares owned by CDR Fund VI. Each of Associates VI and Associates VI Inc. expressly disclaims beneficial ownership of the shares owned by CDR Fund VI. The business address of Associates VI Inc., Associates VI and CDR Fund VI is 1403 Foulk Road, Suite 106, Wilmington, Delaware 19803. (5) Includes 2,030,866 shares of Common Stock issuable upon exercise of stock options which are exercisable within 60 days of June 29, 2000. (6) Includes 1,293,600 shares of Common Stock issuable upon exercise of stock options which are exercisable within 60 days of June 29, 2000. (7) Includes 860,639 shares of Common Stock issuable upon exercise of stock options which are exercisable within 60 days of June 29, 2000. (8) Includes 580,479 shares of Common Stock issuable upon exercise of stock options which are exercisable within 60 days of June 29, 2000. (9) Includes 522,040 shares of Common Stock issuable upon exercise of stock options which are exercisable within 60 days of June 29, 2000. (10) Includes 338,469 shares of Common Stock issuable upon exercise of stock options which are exercisable within 60 days of June 29, 2000. (11) Includes 5,000 shares of Common Stock issuable upon exercise of stock options which are exercisable within 60 days of June 29, 2000. (12) Includes 5,000 shares of Common Stock issuable upon exercise of stock options which are exercisable within 60 days of June 29, 2000. (13) Includes 5,641,093 shares of Common Stock issuable upon exercise of stock options which are exercisable within 60 days of June 29, 2000. Includes 123,290,770 shares of Common Stock owned by CDR Fund V and 30,625,000 shares owned by CDR Fund VI. Ned C. Lautenbach, Brian D. Finn, Joseph L. Rice, III and Richard J. Schnall may be deemed to share beneficial ownership of the shares owned of record by CDR Fund V and CDR Fund VI by virtue of their status as stockholders of Associates II Inc. and Associates VI Inc., respectively, the managing general partner of Associates V and Associates VI, respectively, the general partner of CDR Fund V and CDR Fund VI, respectively, but each expressly disclaims such beneficial ownership of the shares owned by CDR Fund V and CDR Fund VI. The voting stockholders of Associates II Inc. and Associates VI Inc. share investment and voting power with respect to securities owned by CDR Fund V and CDR Fund VI, respectively, but no individual controls such investment or voting power. The Executive Officers of the Company as of June 29, 2000 were: Ned C. Lautenbach................ Chairman, President and Chief Executive Officer Allan M. Kline................... Corporate Vice President, Chief Financial Officer and Treasurer
3 John R. Peeler................... Corporate Vice President and President and Chief Executive Officer of Communications Test Business Dennis E. Ferguson............... Corporate Vice President and President of Airshow, Inc. Samuel W. Tishler................ Corporate Vice President--Corporate Development Mark V.B. Tremallo............... Corporate Vice President--General Counsel Robert W. Woodbury, Jr. ......... Corporate Vice President and Corporate Controller
AMENDMENT TO CERTIFICATE OF INCORPORATION Generally. The Board of Directors of the Company proposes to amend Article First of the Company's Certificate of Incorporation to change the Company's name from "Dynatech Corporation" to "Acterna Corporation". Reasons for the Proposed Name Change. The Board of Directors proposes to amend the Company's certificate of incorporation to change its name from "Dynatech Corporation" to "Acterna Corporation". Due to the recent merger with Wavetek Wandel Goltermann, Inc. and the Company's planned divestiture of its industrial computing and communications business, the Company's strategic focus has shifted to its communications test business. The Company's communications test business is the world's second largest developer, manufacturer and marketer of instruments, systems, software and services to test, deploy, manage and optimize communications networks, equipment and services. The Company believes that its new name will better reflect the Company's primary focus on its communications test business. No Dissenter's Rights. Under Delaware Law, stockholders are not entitled to dissenter's rights of appraisal with respect to the Company's proposed amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock. The complete text of the proposed amendment to the Certificate of Incorporation is set forth as Exhibit A to this Information Statement. By Order of the Board of Directors /s/ Mark V.B. Tremallo ------------------------------------- Name: Mark V.B. Tremallo Title:Vice President and General Counsel 4 EXHIBIT A CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF DYNATECH CORPORATION Dynatech Corporation (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. The name of the corporation is Dynatech Corporation. The date of filing of its Certificate of Incorporation with the Secretary of State was September 8, 1999. 2. Article FIRST of the Certificate of Incorporation of the Corporation is hereby amended in its entirety as follows: FIRST: The name of the corporation is Acterna Corporation (the "Corporation"). 3. The amendment to the Certificate of Incorporation of the Corporation set forth in the preceding paragraphs has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law, the Board of Directors of the Corporation having adopted resolutions setting forth such amendment, declaring its advisability, and directing that it be submitted to the stockholders of the Corporation for their approval; and the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted having consented in writing to the adoption of such amendment. IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Certificate on the day of , 2000. DYNATECH CORPORATION By: ________________________________ Name:Mark V.B. Tremallo Title:Corporate Vice President-- General Counsel