-----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, KjeIHcn6+OgruDD99hARJ7QH/XUaHMHXzB/+4kjeQUl1Z3HgI3GHaA/hWRbHhkF6 4SnD73Fg3JEMRY/O33lMCw== 0001017062-99-000105.txt : 19990129 0001017062-99-000105.hdr.sgml : 19990129 ACCESSION NUMBER: 0001017062-99-000105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990122 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIT INSTRUMENTS INC CENTRAL INDEX KEY: 0000350067 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 250941759 STATE OF INCORPORATION: CA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-10095 FILM NUMBER: 99514399 BUSINESS ADDRESS: STREET 1: 22600 SAVI RANCH PKWY CITY: YORBA LINDA STATE: CA ZIP: 92887 BUSINESS PHONE: 8148385700 MAIL ADDRESS: STREET 1: 22600 SAVI RANCH PARKWAY CITY: YORBA LINDA STATE: CA ZIP: 92887 FORMER COMPANY: FORMER CONFORMED NAME: AUTOCLAVE ENGINEERS INC DATE OF NAME CHANGE: 19920703 8-K 1 DATE OF REPORT: JANUARY 22, 1999 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) January 22, 1999 ---------------- UNIT INSTRUMENTS, INC. (Exact name of Registrant as specified in its charter) California 0-10095 33-0077406 ------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No) 22600 Savi Ranch Parkway, Yorba Linda, California 92887 -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 921-2640 -------------- Not Applicable --------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 2 Exhibit Index on Page 4 Item 1. Changes in Control of Registrant On January 22, 1999, the shareholders of Unit Instruments, Inc. (the "Registrant") voted in favor of a proposal to approve the Agreement and Plan of Merger, dated as of July 2, 1998, as amended by a First Amendment to Agreement and Plan of Merger dated August 5, 1998 and a Second Amendment to Agreement and Plan of Merger dated November 10, 1998 (as so amended, the "Merger Agreement"), among the Registrant, United States Filter Corporation, a Delaware corporation ("USFilter") and Kinetics Acquisition Corp., a California corporation and a wholly-owned subsidiary of USFilter ("Subcorp") and the merger (the "Merger") of Subcorp with and into the Registrant. The shareholders approved the Merger Agreement and the Merger, with 2,755,602 shares voted in favor of the proposal, 73,827 shares voted against the proposal, and 826 shares abstaining, out of the 2,830,255 shares represented at the meeting in person or by proxy. A copy of the Merger Agreement was previously filed with the Securities and Exchange Commission on December 17, 1998, attached to the Proxy Statement/Prospectus included as part of the Registration Statement on Form S-4, Registration No. 333-69075, filed by USFilter. On January 22, 1999, the Registrant and Subcorp filed an Agreement of Merger along with an Officer's Certificate of each corporation with the Secretary of State of the State of California. The Merger became effective upon filing the Agreement of Merger and Officer's Certificates with the California Secretary of State. As a result of the Merger, the Registrant became a wholly-owned subsidiary of USFilter and each outstanding share of the Registrant's common stock was converted into the right to receive 0.43609 shares of USFilter Common Stock. The purchase price was negotiated between USFilter and Registrant. On January 22, 1999, the Registrant issued a press release relating to the consummation of the Merger. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits Exhibit No. Description 99.1 Press Release dated January 22, 1999. SIGNATURE 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 thereunto duly authorized. UNIT INSTRUMENTS, INC. Date: January 27, 1999 By: /s/ Gary N. Patten -------------------------- Gary N. Patten Chief Financial Officer EXHIBIT INDEX Sequential Exhibit No. Description Page No. - ----------- ----------- ---------- 99.1 Press Release dated January 22, 1999 5 EX-99.1 2 PRESS RELEASE DATED JANUARY 22, 1999 Exhibit 99.1 Contact: Gary N. Patten Chief Financial Officer 714/921-2640 Roger S. Pondel Pondel Parsons & Wilkinson 310/207-9300 Unit Instruments Announces Merger with United States Filter Corporation YORBA LINDA, CA - January 22, 1999 - Unit Instruments, Inc. (Nasdaq: UNII) announced that its shareholders today approved the merger between Unit Instruments and a subsidiary of United States Filter Corporation (NYSE: USF), ("USFilter"), at Unit's Special Meeting of Shareholders. As a result of the merger, Unit will become a wholly-owned subsidiary of USFilter and its shares will be delisted from trading on the Nasdaq National Market, effective at the close of business on Friday, January 22, 1999. Pursuant to the Agreement and Plan of Merger dated July 2, 1998, as amended, the exchange ratio for which each share of Unit Instruments Common Stock will be exchanged for USFilter Common Stock has been established at 0.43609. Unit Shareholders will be notified, as soon as practicable, on the procedure for surrendering their stock certificates in exchange for USFilter Common Stock. Unit Instruments, Inc. is a leading manufacturer of mass flow controllers and gas delivery systems for the semiconductor and industrial markets. The company maintains support and service centers throughout North America, Europe and the Pacific Rim. # # # -----END PRIVACY-ENHANCED MESSAGE-----