-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gTk3KvSohir88BkmU1WMvGG2yHK0X4pKTMchmQ1p4KTd//0bTU/5OqlBV2CpGpCy 1Q9A1J/k8caGDEl9Uv0+yA== 0000898430-95-001227.txt : 199507070000898430-95-001227.hdr.sgml : 19950707 ACCESSION NUMBER: 0000898430-95-001227 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950622 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950706 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEASUREX CORP /DE/ CENTRAL INDEX KEY: 0000751190 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 941658697 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08770 FILM NUMBER: 95552319 BUSINESS ADDRESS: STREET 1: ONE RESULTS WAY CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4082551500 MAIL ADDRESS: STREET 1: ONE RESULTS WAY CITY: CUPERTINO STATE: CA ZIP: 95014 8-K 1 FORM 8-K 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): JUNE 22, 1995 ------------------------------ MEASUREX CORPORATION - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 1-8770 94-1658697 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One Results Way, Cupertino, California 95014 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Company's telephone number, including area code: (408) 255-1500 ------------------------------- ________________________________________________________________________________ (Former name or former address, if changed since last report.) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On June 22, 1995, Measurex Corporation ("Measurex") bought back from HIHC, Inc. ("HIHC"), a wholly owned subsidiary of Harnischfeger Industries, Inc. ("Harnischfeger"), 1,613,100 shares of outstanding Measurex Common Stock (the "Shares"), par value $.01 per share, at a purchase price of $32.50 per share, representing all of the Common Stock of Measurex held by HIHC. The purchase was made by wire transfer of funds to HIHC, and was funded by Measurex from cash on hand as well as from borrowing on existing credit agreements. Jeffery T. Grade, Chairman and Chief Executive Officer of Harnischfeger, will continue to be a member of Measurex's Board of Directors. HIHC has owned approximately 10% of Measurex's stock since December of 1994. Since 1987, Measurex has had a cooperative agreement with Beloit Corporation, an 80%-owned subsidiary of Harnischfeger, and since 1990, Measurex has had an affiliation agreement with Harnischfeger. In connection with the purchase of the shares by Measurex, the parties amended the cooperative agreement and the affiliation agreement, and waived certain termination rights with respect to such agreements. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not applicable. ------------------------------------------- (b) Pro Forma Financial Information. Not applicable. ------------------------------- (c) Exhibits. The following document is filed as an exhibit to this report: 2.1 Stock Repurchase Agreement and Amendment to Joint Marketing, Sales and Development Agreement dated June 22, 1995 among Measurex, Harnischfeger, HIHC and Beloit Corporation. 3 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. MEASUREX CORPORATION Dated: July 6, 1995 By: /s/ Charles Van Orden --------------------- Charles Van Orden Vice President and General Counsel 4 Exhibit Index -------------
EXHIBIT SEQUENTIALLY NUMBER NUMBERED PAGE - ------ ------------- 2.1 Stock Repurchase Agreement and Amendment to Joint Marketing, Sales and Development Agreement dated June 22, 1995 among Measurex, Harnischfeger, HIHC and Beloit Corporation.
5 EX-2.1 2 EXHIBIT 2.1 STOCK REPURCHASE AGREEMENT AND AMENDMENT TO JOINT MARKETING, SALES AND DEVELOPMENT AGREEMENT This Stock Repurchase Agreement and Amendment to Joint Marketing, Sales and Development Agreement (this "Agreement"), is entered into this 22 day of June, 1995 by and among Measurex Corporation, a Delaware corporation (the "Company"), and Harnischfeger Industries, Inc., a Delaware corporation ("Harnischfeger"), HIHC, Inc., a Delaware corporation ("Investor"), and Beloit Corporation, a Delaware corporation ("Beloit"). RECITALS -------- WHEREAS, the Company and Harnischfeger are parties to that certain Affiliation Agreement, dated as of May 30, 1990 (the "Affiliation Agreement") and the Company and Beloit Corporation ("Beloit"), a subsidiary of Harnischfeger, are parties to that certain Joint Marketing, Sales and Development Agreement dated as of May 30, 1990 (the "Marketing Agreement"); and WHEREAS, Investor is a wholly owned subsidiary of Harnischfeger and the direct beneficial owner of certain of the Company's outstanding Common Stock par value $.01 per share, acquired in connection with the Affiliation Agreement; and WHEREAS, Harnischfeger has determined to cause Investor to sell to the Company and the Company has determined to purchase from Investor an aggregate of 1,613,100 shares of the Company's outstanding Common Stock, par value $.01 per share, representing all of the Common Stock of Company held by Investor and Harnischfeger (the "Shares"); and WHEREAS, the parties desire to amend the Affiliation Agreement and the Marketing Agreement and desire to waive certain termination rights which would otherwise come into effect as a result of the purchase of Shares; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements and agreements set forth herein, the parties hereto agree as follows: 1. The Company will purchase from Investor and Investor will sell to the Company the Shares for an aggregate price of Fifty Two Million, Four Hundred Twenty Five Thousand, Seven Hundred and Fifty Dollars ($52,425,750) (the "Purchase Price") in full consideration for its repurchase of the Shares. 2. Payment of the Purchase Price shall be made by wire transfer to Investor's account at PNC Bank-Delaware, Wilmington, DE, ABA 1 No. 031100089, credit to HIHC, Inc. Account No. 47-47-002- 3000906 in federal funds for value on June 27, 1995. 3. Upon receipt of the Purchase Price, Investor will deliver to the Company a stock certificate representing the Shares (the "Certificate"), duly endorsed for transfer to the Company (or cause the Shares to be transferred by wire transfer to an account designated by Company for such purpose). The Purchase Sale shall be deemed complete upon payment of the Purchase Price. 4. The Company represents and warrants to Harnischfeger, Investor and Beloit that the Board of Directors of the Company has, or will have prior to payment of the purchase price, lawfully authorized the execution and delivery of this Agreement and the performance of its obligations contained herein. Notwithstanding the provisions of Section 1.02 of the Affiliation Agreement, the Company hereby consents to the sale of the Shares by Investor as contemplated hereby. 5. Harnischfeger, Investor and Beloit have each taken all necessary corporate action and possess the requisite corporate authority to authorize the execution and delivery of this Agreement. 6. Measurex hereby waives the right of termination specified in Section 13.2(i) of the Marketing Agreement. 7. Beloit hereby waives the right of termination specified in Section 13.3(ii) of the Marketing Agreement. 8. Section 6.01(d) of the Affiliation Agreement is amended by deleting the words "and Article III" in the second to last line thereof. 9. Section 2.10 of the Marketing Agreement is amended by adding the words "or any successor products to such MEASUREX Products or any jointly developed products" in line 1 after "MEASUREX Products". 10. Section 13.6 of the Marketing Agreement is amended by adding the words "or any successor products to such MEASUREX Products or any jointly developed products" in line 8 after "MEASUREX Products". 11. Section 16.1 of the Marketing Agreement is amended to read as follows: 2 "16.1 MEASUREX may enter into similar business relationships with other pulp and paper machinery suppliers." 12. Section 16.2 of the Marketing Agreement is deleted in its entirety. 13. Section 16.3 of the Marketing Agreement is amended to read as follows: "16.3 BELOIT may enter into similar business relationships with other suppliers of process measurement and control systems, cross directional control actuators, machine monitoring systems, web inspection systems and stand-alone cross directional control systems." 14. Sections 16.4, 16.4.1, 16.4.2, 16.4.3 and 16.4.4 of the Marketing Agreement are deleted in their entirety. 15. With the exception of the waivers contained in Paragraphs 4, 6 and 7 hereof, and the amendments contained in Paragraphs 8, 9, 10, 11, 12, 13 and 14 hereof, all covenants, undertakings and agreements contained in the Affiliation Agreement and the Marketing Agreement are and shall remain in effect and the respective obligations and rights of the Company, Harnischfeger and Beloit therein are not otherwise amended. Furthermore, to the extent the Company and Beloit have co-developed one or more products, the rights of the Company and of Beloit created by such co-development or agreed upon as a result of such co-development shall not be affected by this Agreement. In addition, other than as may be permitted in a written agreement signed by the President of Beloit, the Company shall not in any manner disclose to any third party any information, data, processes, or other know-how which is proprietary or confidential to Beloit (hereinafter "Beloit Confidential Information"). This restriction includes but is not limited to Beloit Confidential Information relating to the dilution control technology relating to Beloit's Concept IV headbox. In addition, the Company shall not in any manner use Beloit Confidential Information (including Beloit Confidential Information relating to the dilution control technology relating to Beloit's Concept IV headbox) in connection with any business development, sales efforts or any other business activities or arrangements between the Company and any existing or future competitor of Beloit. In addition, other than as may be permitted in a written agreement signed by the President of the Company, none of 3 Beloit, Harnischfeger or Investor (the "Harnischfeger Parties") will in any manner disclose to any third party any information, data, processes, or other know-how which is proprietary or confidential to the Company (hereinafter "Company Confidential Information"). In addition, the Harnischfeger Parties shall not in any manner use Company Confidential Information in connection with any business development, sales efforts or any other business activities or arrangements between the Harnischfeger Parties and any existing or future competitor of the Company. As used in this Paragraph 12, neither Beloit Confidential Information nor Company Confidential Information shall include any information which (i) is now or hereafter becomes generally known or available through no act or failure to act on the part of the recipient, (ii) is already known to the recipient prior to its receipt thereof, provided that such information is not known by the recipient to be subject to a confidentiality agreement between the source and any of the disclosing parties (iii) is rightfully furnished by parties not party to this Agreement and without restriction on disclosure, (iv) is furnished by the disclosing party to a party other than a party to this Agreement and without restriction on disclosure, or (v) is independently developed by the recipient provided that the personnel who developed the same did not have access to any Confidential Information of the disclosing party. The provisions of this Paragraph 12 relating to Beloit Confidential Information and Company Confidential Information (i) are in addition to and not in substitution of Article IV and Section 6.09 of the Affiliation Agreement and Sections 17.4 and 17.12 of the Marketing Agreement and (ii) shall remain in effect notwithstanding the termination or expiration of the Affiliation Agreement, the Marketing Agreement or any other agreement between the Company and Beloit. 16. Neither this Agreement nor any provision hereof may be waived, modified, amended, altered or supplemented except by a written agreement signed by the Company, Harnischfeger, Investor and Beloit; provided that the provisions of the Marketing Agreement may be waived, modified, amended, altered or supplemented without the written agreement of either Harnischfeger or Investor. All representations, promises or other inducements made to cause either party to enter into this Agreement are set forth herein. 17. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the successors of the parties hereto. This agreement shall not be assignable. 4 18. Each party hereto shall pay its own expenses incurred in connection with this Agreement. 19. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery, by hand, by mail (registered or certified mail, postage prepaid, return receipt requested), by overnight courier or by telex or telecopy as follows: If to the Company: Measurex Corporation One Results Way Cupertino, California 95014 Attention: Chief Executive Officer With copies to: Measurex Corporation One Results Way Cupertino, California 95014 Attention: General Counsel Brobeck, Phleger & Harrison Spear Street Tower One Market Plaza San Francisco, California 94105 Attention: John W. Larson, Esq. If to Harnischfeger: Harnischfeger Industries, Inc. 13400 Bishops Lane Brookfield, Wisconsin 53005 Attention: Chief Executive Officer With copies to: Harnischfeger Industries, Inc. 13400 Bishops Lane Brookfield, Wisconsin 53005 Attention: General Counsel If to Investor: HIHC, Inc. Bank of Delaware Building Suite 512, 300 Delaware Avenue Wilmington, Delaware 19801 With copies to : Harnischfeger Industries, Inc. 13400 Bishops Lane Brookfield, Wisconsin 53005 Attention: General Counsel 5 If to Beloit: Beloit Corporation One St. Lawrence Avenue Beloit, Wisconsin Attention: President With copies to: Beloit Corporation One St. Lawrence Avenue Beloit, Wisconsin Attention: General Counsel Harnischfeger Industries, Inc. 13400 Bishops Lane Brookfield, Wisconsin 53005 Attention: General Counsel or to such other address as any party may have furnished to the other in writing in accordance herewith. 20. If any term or provision of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 6 21. This Agreement contains the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, warranties, covenants or undertakings other than those expressly set forth herein with respect to any matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. 22. No failure or delay on the part of either party in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights or remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. 23. This Agreement shall be governed by and interpreted in accordance with the internal laws of the State of Delaware. 24. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Company, Harnischfeger, Investor and Beloit caused this Agreement to be executed as of the day and year first above written. COMPANY: ------- MEASUREX CORPORATION By: /s/ DAVID A. BOSSEN --------------------------- David A. Bossen Chairman and Chief Executive Officer 7 HARNISCHFEGER: ------------- HARNISCHFEGER INDUSTRIES, INC. By: /s/ FRANCIS M. CORBY, JR. -------------------------- Francis M. Corby, Jr. Executive Vice President Finance and Administration INVESTOR: -------- HIHC, INC. By: /s/ JOHN P. GARNIEWSKI, JR. ---------------------------- John P. Garniewski, Jr. President BELOIT: ------ BELOIT CORPORATION By: /s/ ERIC B. FONSTAD --------------------------- Eric B. Fonstad Assistant Secretary 8 -----END PRIVACY-ENHANCED MESSAGE-----