-----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, T2yVaAZPhYi0caoA+nWrk7JmkudT3SBOk+QtdNdw+WW0RBPjA/1Z9dW+5UZmoR+F asemujX7jj6QUJ0PxZp6bg== 0000950130-02-005758.txt : 20020813 0000950130-02-005758.hdr.sgml : 20020813 20020813135150 ACCESSION NUMBER: 0000950130-02-005758 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020812 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020813 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: 02728997 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 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): August 9, 2002 Acterna Corporation (Exact name of registrant as specified in its charter) Delaware 000-07438 04-2258582 (State or other jurisdiction of (Commission File No.) (IRS Employee incorporation) Identification No.) 20410 Observation Drive Germantown, Maryland 20876 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (301) 353-1550 Item 5. Other Events. On August 13, 2002, Acterna Corporation ("Acterna") issued a press release announcing that the sale of its Airshow business to Rockwell Collins, Inc. closed on Friday, August 9, 2002, and that all conditions to the cash tender offers for up to $155 million, on a combined basis, of the outstanding 9 3/4% Senior Subordinated Notes due 2008 of Acterna LLC, a Delaware limited liability company that is wholly-owned by Acterna ("Acterna LLC") had been met. The tender offers, which were commenced on June 24, 2002 expired at 5:00 p.m., New York City time, on Monday, August 12, 2002. A copy of the press release relating to the completion of the tender offers is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. Exhibit 99.1: Press Release, dated August 13, 2002, entitled "Acterna Corporation Announces Closing of Airshow Sale and Satisfaction of All Conditions to Combined Cash Tender Offers for Outstanding Notes of Acterna LLC". 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: August 13, 2002 By: /s/ John D. Ratliff -------------------------------------- Name: John D. Ratliff Title: Senior Vice President and Chief Financial Officer 3 EX-99.1 3 dex991.txt PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE ACTERNA CORPORATION ANNOUNCES CLOSING OF AIRSHOW SALE AND SATISFACTION OF ALL CONDITIONS TO COMBINED CASH TENDER OFFERS FOR OUTSTANDING NOTES OF ACTERNA LLC Germantown, MD, August 13, 2002 - Acterna Corporation (Nasdaq: ACTR) today announced the expiration of the cash tender offers for up to $155 million, on a combined basis, in principal amount of the outstanding 9 3/4 percent Senior Subordinated Notes due 2008 of Acterna. The tender offers, which were made by Acterna LLC (Acterna) and CD&R VI (Barbados), Ltd. (CD&R Barbados), and which were commenced on June 24, 2002, expired at 5:00 p.m. on Monday, August 12, 2002. Acterna announced today that the sale of its Airshow business to Rockwell Collins Inc. closed on Friday, August 9, 2002, and that all conditions to the tender offers have been satisfied. All Notes validly tendered with respect to the tender offers on or prior to their expiration at the close of business on August 12, 2002 will be accepted for payment. Acterna expects to close the tender offers on Wednesday, August 14, 2002. As of the close of business on August 12, 2002, $149,570,000 principal amount of the Notes had been validly tendered, representing Notes with an aggregate purchase price of approximately $32.9 million. Miller Buckfire Lewis & Co., LLC acted as the exclusive Dealer Manager for the tender offers. This press release does not constitute an offer to purchase the Notes. The tender offers are made solely by the Offers to Purchase. * * * About the Offerors 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 while 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. 1 CD&R Barbados is a Barbados company holding an International Business Company license. All of the capital stock of CD&R Barbados is owned by Clayton, Dubilier & Rice Fund VI Limited Partnership, an affiliate of Acterna that is managed by Clayton, Dubilier & Rice, Inc. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect Acterna's current judgment on certain issues. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Important factors that could cause actual results to differ materially are described in Acterna's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission. Contacts Investor Contact: Maria Henry, Acterna Corporation, 301-353-1550, ext 1207 Media Contact: Jim Monroe, Acterna Corporation, 301-353-1560, ext. 4366 2 -----END PRIVACY-ENHANCED MESSAGE-----