-----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, IRoBCCbgvShoiGYo4ZkhlFvc8MVXJqhbYQ81UWXKFSPtpXyVOedi94LN76qG8b8l CjhHLmVthsSvYnWVa4oykQ== 0000928385-03-000327.txt : 20030220 0000928385-03-000327.hdr.sgml : 20030220 20030220134818 ACCESSION NUMBER: 0000928385-03-000327 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030213 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030220 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: 03574033 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 d8k.txt CURRENT REPORT ON FORM 8-K UNITED STATES 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): February 13, 2003 Acterna Corporation (Exact name of registrant as specified in its charter) Delaware 000-07438 04-2258582 (State or other jurisdiction (Commission File No.) (IRS Employee of incorporation) Identification No.) 12410 Milestone Center Drive Germantown, Maryland 20876 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (240) 404-1550 Item 7. Financial Statements and Exhibits. Exhibit 99.1: Press Release, dated February 14, 2003, entitled "Acterna Reports Third-Quarter Financial Results," which release is furnished but not filed as part of Item 9 of this report. Exhibit 99.2: Press Release, dated February 13, 2003, entitled "Acterna Sells Product Line to Tollgrade Communications," which release is furnished but not filed as part of Item 9 of this report. Exhibit 99.3: Certification of Ned C. Lautenbach, Chief Executive Officer of the Company, which accompanied the Company's Form 10-Q for the quarterly period ended December 31, 2002, pursuant to 18 United States Code (S) 1350. Exhibit 99.4: Certification of John D. Ratliff, Corporate Vice President and Chief Financial Officer of the Company, which accompanied the Company's Form 10-Q for the quarterly period ended December 31, 2002, pursuant to 18 United States Code (S) 1350. Item 9. Regulation FD Disclosure. Attached hereto as Exhibit 99.1 and furnished but not filed is a press release entitled "Acterna Reports Third-Quarter Financial Results." Attached hereto as Exhibit 99.2 and furnished but not filed is a press release entitled "Acterna Sells Product Line to Tollgrade Communications." Attached hereto as Exhibits 99.3 and 99.4 and incorporated by reference are the certifications of Ned C. Lautenbach, Chief Executive Officer of the Company, and John D. Ratliff, Corporate Vice President and Chief Financial Officer of the Company, respectively, which accompanied the Company's Form 10-Q for the quarterly period ended December 31, 2002, pursuant to 18 United States Code (S) 1350. 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. ACTERNA CORPORATION Date: February 17, 2003 By: /s/ John D. Ratliff ------------------- Name: John D. Ratliff Title: Corporate Vice President and Chief Financial Officer 3 EX-99.1 3 dex991.txt PRESS RELEASE, DATED FEBRUARY 14, 2003 EXHIBIT 99.1 Acterna Reports Third-Quarter Financial Results Germantown, MD - February 14, 2003 - Acterna today filed with the U.S. Securities & Exchange Commission its Form 10-Q, reporting results of operations and financial condition for the third quarter ended December 31, 2002. About Acterna Corporation Based in Germantown, Maryland, Acterna Corporation (OTCBB: ACTR) 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. # # # Contacts: Media - Jim Monroe, 240-404-1922 Investors - Mike Rhine, 240-404-1823 EX-99.2 4 dex992.txt PRESS RELEASE, DATED FEBRUARY 13, 2003 EXHIBIT 99.2 Acterna Sells Product Line to Tollgrade Communications Germantown, MD - February 13, 2003 - Acterna (OTCBB: ACTR), the world's leading provider of cable network test and management solutions, today announced the sale of its Status and Performance Monitoring product line to Tollgrade Communications (Nasdaq: TLGD). Tollgrade acquired the product line, used for status monitoring of cable networks, for $14.3 million in cash and the assumption of certain liabilities. The agreement includes a contingent payment of up to $2.4 million, payable to Acterna in the form of an earn-out based on 2003 performance targets. "This transaction advances Acterna's strategy to focus our investment and resources on the company's core communications test strengths," said Dave Holly, general manager of Acterna's Cable Networks Division. "Our growth in the cable market will be driven by consistent advancements of our test tools and the integration of workforce management solutions through Acterna's TechSync(TM) portfolio, designed to reduce costs associated with installing, troubleshooting and managing cable services such as high-speed Internet access, video-on-demand and telephony." Added Holly, "Tollgrade is an excellent strategic fit for the Status and Performance Monitoring unit and its employees. We are pleased with a transaction that we believe creates new growth opportunities for the business." Acterna, which will transition 47 employees to Tollgrade as part of the transaction, continues engineering, marketing and service operations at its Bradenton, Florida and Indianapolis Cable Network Division offices. About Acterna's Cable Network Products and Technologies Acterna draws from its innovative set of instruments, systems, software and services to create TechSync solutions increasing workforce efficiencies in the cable market. The award-winning DSAM-2500 is a lightweight, handheld meter that was recently enhanced to support web-based workforce automation functionality, enabling network operators to integrate unlimited applications in an interactive environment for technicians. Acterna also recently introduced its FDM-100 Field Data Management software, a client application providing an effective approach for linking and managing DSAM-2500 test instruments and results. Acterna is the world's leading provider of integrated network test and management solutions for global cable networks. Acterna's cable networks portfolio enables cable operators to meet demand and enhance the reliability and performance of their networks and services. Deployed around the world, Acterna's cable systems, software and instruments comprise the industry's broadest set of products that support cable operators through the network life cycle, from building the network to deploying and managing advanced services. About Acterna Acterna is the world's largest provider of test and management solutions for optical transport, access and cable networks, and the second largest communications test company overall. Focused entirely on providing equipment, software, systems and services, Acterna helps customers develop, install, manufacture and maintain their optical transport, access, cable, data/IP and wireless networks. The company serves customers in more than 80 countries. Acterna is a subsidiary of Acterna Corporation. Information about Acterna can be found on the Web at www.acterna.com. # # # Contacts: Media - Jim Monroe, 240-404-1922 Investors - Mike Rhine, 240-404-1823 EX-99.3 5 dex993.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 99.3 ANNEX A CERTIFICATION Pursuant to 18 United States Code (S) 1350 The undersigned hereby certifies that the Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2002 of Acterna Corporation (the "Company") filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Ned C. Lautenbach --------------------- Ned C. Lautenbach Chairman and Chief Executive Officer Date: February 14, 2003 EX-99.4 6 dex994.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 99.4 ANNEX B CERTIFICATION Pursuant to 18 United States Code (S) 1350 The undersigned hereby certifies that the Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2002 of Acterna Corporation (the "Company") filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ John D. Ratliff ------------------- John D. Ratliff Corporate Vice President and Chief Financial Officer Date: February 14, 2003 -----END PRIVACY-ENHANCED MESSAGE-----