-----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, UpPV7/ep6e67TfSYdkIquj7Sdb3LO8HFHE8DEMiJbQSYlO6YnvComnj+yy8xc+Zr dA7hBVppYKDjDKlq2yC+Gw== 0000719625-98-000001.txt : 19980204 0000719625-98-000001.hdr.sgml : 19980204 ACCESSION NUMBER: 0000719625-98-000001 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970508 ITEM INFORMATION: FILED AS OF DATE: 19980113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILC TECHNOLOGY INC CENTRAL INDEX KEY: 0000719625 STANDARD INDUSTRIAL CLASSIFICATION: 3640 IRS NUMBER: 941655721 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-11360 FILM NUMBER: 98506102 BUSINESS ADDRESS: STREET 1: 399 JAVA DR CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087457900 MAIL ADDRESS: STREET 1: 399 JAVA DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 8-K/A 1 FORM 8-K AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No.1 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 8, 1997 ILC TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) CALIFORNIA (State or Other Jurisdiction of Incorporation) 0-11360 94-1655721 (Commission File Number) (I.R.S. Employer Identification Number) 399 JAVA DRIVE, SUNNYVALE, CALIFORNIA 94089 (Address of principal executive offices) (Zip Code) (408) 745-7900 (Registrant's Telephone Number, Including Area Code) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS - - ------- ------------------------------------ On May 8, 1997, ILC Technology, Inc. (the "Company") sold all of the assets of Converter Power, Inc. ("CPI"), a wholy-owned subsidiary of the Company, to ASTeX/CPI Acquisition Corp. ("AAC"), a wholly-owned subsidiary of Applied Science and Technology, Inc. ("ASTeX"). The consideration received consisted of $6,350,000 in cash, 45,000 shares of ASTeX Common Stock and assumption by AAC of substantially all of the liabilities of CPI. The number of shares of ASTeX Common Stock is subject to adjustment based on the final audited CPI balance sheet and, additionally, for certain warranty claims over the next two years. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - - ------- --------------------------------- (a) Financial Statements of Business Acquired. Not Applicable. (b) Pro Forma Financial Information. The following pro forma financial statements are filed as part of this report: Pro Forma Balance Sheet as of March 29, 1997 (unaudited). Pro Forma Statement of Operations for the Six Month Period Ended March 29, 1997 (unaudited). Pro Forma Statements of Operations for the Years Ended September 28, 1996 and September 27, 1997 (unaudited). (c) Exhibits. The following exhibit is filed herewith: 2.01 Asset Purchase Agreement dated May 8, 1997, by and among Applied Science and Technology, Inc., ASTeX/CPI Acquisition Corp., Converter Power, Inc. and ILC Technology, Inc. Schedules to this Exhibit have not been filed. The Exhibit contains a list briefly identifying the omitted schedules. The Registrant will furnish supplementally a copy of any omitted schedule to the Commission upon request. (previously filed) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 13, 1998 ILC Technology, Inc. By: /S/ RONALD E. FREDIANELLI --- ------------------------- Ronald E. Fredianelli Chief Financial Officer ILC TECHNOLOGY, INC. CONDENSED PRO FORMA BALANCE SHEET AS OF MARCH 29, 1997 (unaudited) (in thousands, except per share data) The following statement sets forth the unaudited pro forma Balance Sheet of the Company as of March 29, 1997, as if the sale of Converter Power, Inc. had occurred on that date. PRO FORMA PRO FORMA ASSETS HISTORICAL ADJUSTMENTS RESULTS Current assets: Cash ................... ................$1,223 $199 (1,5) $1,422 Accounts receivables, net ...............11,521 (1,149) (1,2) 10,372 Inventories .............................10,987 (1,826) (1) 9,161 Deferred tax asset ...................... 2,158 2,158 Prepaid expenses ........................ 235 (27) (1) 208 Net assets from discontinued operations ............................. 3,697 3,697 ------ ----- ----- Total current assets ..................29,821 (2,803) 27,018 Property and equipment, net ........... 22,138 (745) (1) 21,393 Covenant-not-to-compete, net .......... 297 297 Other assets .......................... 765 7 (1) 772 ------ ----- ------ Total assets .........................$53,021 ($3,541) $49,480 ======= ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ......................$ 5,133 ($ 644) (1) $4,489 Accrued liabilities ................... 5,544 896 (1,3) 6,440 Accrued income taxes payable .......... 1,999 1,022 (4) 3,021 ------- ----- ------ Total current liabilities ............ 12,676 1,274 13,950 Long term debt and obligations......... 8,928 (6,350) (2) 2,578 ------- ------- ----- Total Liabilities..................... 21,604 (5,076) 16,528 ------ ------ ------ Stockholders' equity .................. 31,417 1,535 (5) 32,952 ------ ----- ------ Total liabilities and stockholders' equity...............................$53,021 ($3,541) $49,480 ======= ======= ======= (1) Adjustment to eliminate the assets sold to and liabilities assumed by AAC. (2) Adjustment to record ASTEX stock valued at $500,000 and pay down of debt principal of $6,350,000 with cash proceeds from the sale of CPI. (3) Adjustment to accrue expenses of approximately $1,355,000 associated with the sale of CPI. (4) Adjustment to accrue additional taxes payable on the CPI gain of approximately $2,316,000. (5) Adjustment to reflect the net gain on the sale of CPI. ILC TECHNOLOGY, INC. CONDENSED PRO FORMA STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 29, 1997 (unaudited) (in thousands, except per share data) The following statement sets forth the unaudited pro forma Statement of Operations of the Company for the six month period ended March 29, 1997, as if the sale of Converter Power, Inc. had occurred on September 29, 1996. PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS RESULTS ---------- ----------- ------- Net sales ........................$26,897 ($4,079) (1) $22,818 Costs and expenses: Cost of sales ................... 19,306 (3,065) (1) 16,241 Research and development ........ 2,276 (588) (1) 1,688 Marketing ....................... 1,526 (245) (1) 1,281 General and Administrative ...... 2,082 (326) (1) 1,756 Amortization of intangibles ..... 60 60 Interest expense, net ........... 324 (241) (2) 83 ------ ------ ----- Total costs and expenses .... 25,574 (4,465) 21,109 ------ ------ ------ Income from continuing operations before provision for income taxes ............................. 1,323 386 1,709 Provision for income taxes on continuing operations ............. 327 155 (3) 482 ----- ----- ---- Income from continuing operations ..$ 996 $ 231 $1,227 ===== ===== ====== Earnings per share from continuing operations .............$0.20 $0.05 $0.25 ===== ===== ===== Weighted average shares ............5,005 5,005 5,005 ===== ===== ===== (1) Adjustment to eliminate CPI sales and direct expenses as if the sale of CPI had occurred at the beginning of the period. (2) Adjustment to reflect reduced interest expense from the pay down of $6,350,000 of debt principal with cash proceeds from the CPI sale. Interest at 7.6% per annum based on ILC's average borrowing rate. The pro forma adjustments assume debt paid down at the beginning of the period. (3) Adjustment to reflect a statutory tax rate of 40% ILC TECHNOLOGY, INC. CONDENSED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 28, 1996 (unaudited) (in thousands, except per share data) The following statement sets forth the unaudited pro forma Statement of Operations of the Company for the year ended September 28, 1996, as if the sale of Converter Power had occurred on October 1, 1995. PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS RESULTS Net Sales ........................... $54,206 ($10,400) (1) $43,806 Costs and expenses: Cost of sales ...................... 36,180 (7,222) (1) 28,958 Research and development ........... 4,320 (1,099) (1) 3,221 Marketing .......................... 2,646 (345) (1) 2,301 General and administrative ......... 4,417 (1,018) (1) 3,399 Amortization of intangibles ........ 120 120 Interest expense, net .............. 462 (482) (2) (20) ------ ------ ----- Total costs and expenses ....... 48,145 (10,166) 37,979 ------ ------- ------ Income from continuing operations before provision for income taxes .. 6,061 (234) 5,827 Provision for income taxes on continuing operations .............. 1,515 (94) (3) 1,421 ----- ---- ----- Income from continuing operations ... $4,546 ($140) $4,406 ====== ===== ====== Earnings per share from continuing operations ........ $0.92 ($0.03) $0.89 ===== ====== ===== Weighted average shares........ 4,923 4,923 $4,923 ===== ===== ====== (1) Adjustment to eliminate CPI sales and direct expenses as if the sale of CPI had occurred at the beginning of the period. (2) Adjustment to reflect reduced interest expense from the pay down of $6,350,000 of debt principal with cash proceeds from the CPI sale. Interest at 7.6% per annum based on ILC's average borrowing rate. The pro forma adjustments assume debt paid down at the beginning of the period. (3) Adjustment to reflect a statutory tax rate of 40%. ILC TECHNOLOGY, INC. CONDENSED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 27, 1997 (unaudited) (in thousands, except per share data) The following statement sets forth the unaudited pro forma Statement of Operations of the Company for the year ended September 27, 1997, as if the sale of Converter Power had occurred on September 29, 1996. PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS RESULTS Net sales ......................... $55,518 ($ 4,668) (1) $50,850 Costs and expenses: Cost of sales .................... 39,194 (3,461) (1) 35,733 Research and development ......... 4,253 (678) (1) 3,575 Marketing ........................ 3,059 (299) (1) 2,760 General and administrative ....... 4,329 (375) (1) 3,954 Amortization of intangibles ...... 120 120 Interest expense, net ............ 494 (482) (2) 12 ------ ------ ----- Total costs and expenses ..... 51,449 (5,295) 46,154 ------ ------ ------ Income from continuing operations before provision for income taxes and gain on sale of CPI .......... 4,069 627 4,696 Gain on sale of CPI ............... 2,378 2,378 ------ ----- ----- Income from continuing operations before provision for income taxes ............................. 6,447 627 7,074 Provision for income taxes on continuing operations ............. 1,608 251 (3) 1,859 ------ ---- ----- Income from continuing operations .. $4,839 $376 $5,215 ====== ==== ====== Earnings per share from continuing operations ............. $0.96 $0.07 $1.03 ===== ===== ===== Weighted average shares ............ 5,048 5,048 5,048 ===== ===== ===== (1) Adjustment to eliminate CPI sales and direct expenses as if the sale of CPI had occurred at the beginning of the period. (2) Adjustment to reflect reduced interest expense from the pay down of $6,350,000 of debt principal with cash proceeds from the CPI sale. Interest at 7.6% per annum based on ILC's average borrowing rate. The pro forma adjustments assume debt paid down at the beginning of the period. (3) Adjustment to reflect a statutory tax rate of 40%.
INDEX TO EXHIBITS ----------------- EXHIBIT NO. DESCRIPTION OF EXHIBIT - - ----------- ---------------------- 2.01 Asset Purchase Agreement dated May 8, 1997, by and among Applied Science and Technology, Inc., ASTeX/CPI Acquisition Corp., Converter Power, Inc. and ILC Technology, Inc. Schedules to this Exhibit have not been filed. The Exhibit contains a list briefly identifying the omitted schedules. The Registrant will furnish supplementally a copy of any omitted schedule to the Commission upon request. -----END PRIVACY-ENHANCED MESSAGE-----