-----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, TeUJZFheCiS87KUY9S6tnKSlnRfCoJm9poJIKfsQfZziRw13D0NFdF+V9HpdAM4D vPJy29f+Hd33MMJaZtpvOg== 0000950168-95-000547.txt : 199507100000950168-95-000547.hdr.sgml : 19950710 ACCESSION NUMBER: 0000950168-95-000547 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950425 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19950707 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLENAYRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000808918 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 980085742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15761 FILM NUMBER: 95552671 BUSINESS ADDRESS: STREET 1: 4201 CONGRESS ST STE 455 CITY: CHARLOTTE STATE: NC ZIP: 28209 BUSINESS PHONE: 7045530038 FORMER COMPANY: FORMER CONFORMED NAME: N W GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NU WEST GROUP INC DATE OF NAME CHANGE: 19880221 FORMER COMPANY: FORMER CONFORMED NAME: NU WEST GROUP LTD DATE OF NAME CHANGE: 19871126 8-K/A 1 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) April 25, 1995 GLENAYRE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-15761 98-0085742 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4201 Congress Street, Suite 455, Charlotte, North Carolina 28209 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (704) 553-0038 Not applicable (Former name or former address, if changed since last report.) Page 1 of 14 Pages Item 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. (1) The consolidated financial statements of Western Multiplex Corporation for its fiscal year ended June 30, 1994, including the Consolidated Balance Sheet as of June 30, 1994, the Consolidated Statement of Income for the year ended June 30, 1994, the Consolidated Statement of Cash Flows for the year ended June 30, 1994, the notes to the June 30, 1994 Consolidated Financial Statements and the related report on such financial statements of Shilling & Kenyon, Inc., are incorporated by reference to the Registrant's Registration Statement on Form S-4, registration no. 33- 88818. A copy of such financial statements, the related notes and the report of Shilling & Kenyon, Inc. were attached as Exhibit 99 to the Form 8-K dated April 25, 1995 filed with the Securities and Exchange Commission on May 9, 1995. (2) Consolidated financial statements of Western Multiplex Corporation for the nine months ended March 31, 1995, including the Consolidated Condensed Balance Sheet as of March 31, 1995, the Consolidated Condensed Statement of Income for the nine months ended March 31, 1995, the Consolidated Statement of Stockholders' Equity, the Consolidated Condensed Statement of Cash Flows for the nine months ended March 31, 1995 and the notes to the March 31, 1995 Consolidated Condensed Financial Statements. (Filed herewith at pages 4-9) (b) Pro forma financial information. (1) Pro forma financial information for the Registrant with respect to the acquisition of Western Multiplex Corporation by the Registrant on April 25, 1995, including the Pro Forma Condensed Consolidated Balance Sheet as of March 31, 1995 and Pro Forma Condensed Consolidated Income Statements for the year ended December 31, 1994 and for the three months ended March 31, 1995. (Filed herewith at pages 10-14) (c) Exhibits 2 Acquisition Agreement dated as of January 3, 1995, incorporated by reference to Exhibits 2.1 and 2.2 to the Registrant's Registration Statement on Form S-4, registration number 33-88818. 23 Consent of Shilling & Kenyon, Inc. (Previously filed) 99 Consolidated Financial Statements of Western Multiplex Corporation for the fiscal year ended June 30, 1994. (Previously filed) Page 2 of 14 Pages 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 thereunto duly authorized. GLENAYRE TECHNOLOGIES, INC. By: s/Stanley Ciepcielinski Stanley Ciepcielinski Executive Vice President and Chief Financial Officer Dated: July 7, 1995 Page 3 of 14 Pages WESTERN MULTIPLEX CORPORATION CONSOLIDATED CONDENSED BALANCE SHEET (dollars in thousands, except per share amounts) (unaudited) March 31, 1995 ASSETS Current Assets: Cash and cash equivalents $ 1,707 Accounts receivable, less allowance 1,776 Inventories (Note 1) 2,631 Prepaid expenses and other assets 2,114 Total current assets 8,228 Property and equipment, net 1,195 TOTAL ASSETS $ 9,423 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 367 Accrued expenses 2,418 Current portion of long-term debt 162 Total current liabilities 2,947 Long-term debt, less current portion 292 Deferred income taxes 172 Total liabilities 3,411 Stockholders' Equity: (Note 3) Common stock, no par value, 25,000,000 shares authorized, 5,531,195 outstanding 777 Less: Stockholders' note receivable (26) Retained earnings 5,261 Total stockholders' equity 6,012 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $9,423 See Notes to Consolidated Condensed Financial Statements. Page 4 of 14 Pages WESTERN MULTIPLEX CORPORATION CONSOLIDATED CONDENSED STATEMENT OF INCOME (dollars in thousands, except per share amount) (unaudited) Nine months ended March 31, 1995 NET SALES $14,207 COSTS AND EXPENSES Cost of Sales 5,464 Sales, general and administrative 3,780 Research and development 1,684 Total costs and expenses 10,928 OPERATING INCOME 3,279 OTHER INCOME (EXPENSE) Interest, net (10) Other 46 Total other income (expense) 36 INCOME BEFORE INCOME TAXES 3,315 PROVISION FOR INCOME TAXES (Note 2) 1,342 NET INCOME $1,973 INCOME PER COMMON SHARE (Note 3) $ .26 See Notes to Consolidated Condensed Financial Statements. Page 5 of 14 Pages WESTERN MULTIPLEX CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (dollars in thousands) (unaudited)
Total Stockholder Stockhold- Common Stock Note Retained ers' Shares Amount Receivable Earnings Equity BALANCES June 30, 1994 5,477 $749 - $3,288 $4,037 NET INCOME - - - 1,973 1,973 STOCK OPTION ACTIVITY 54 28 (26) - 2 BALANCES, March 31, 1995 5,531 $777 $(26) $5,261 $6,012
See Notes to Consolidated Condensed Financial Statements. Page 6 of 14 Pages WESTERN MULTIPLEX CORPORATION CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
Nine months ended March 31, 1995 NET CASH PROVIDED BY OPERATING ACTIVITIES $1,326 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (547) NET CASH USED IN INVESTING ACTIVITIES (547) CASH FLOWS FROM FINANCING ACTIVITIES: Stock option activity 2 Payments on long term debt (142) NET CASH USED IN FINANCING ACTIVITIES: (140) NET INCREASE IN CASH AND CASH EQUIVALENTS 639 CASH AND CASH EQUIVALENTS, beginning of period 1,068 CASH AND CASH EQUIVALENTS, end of period $1,707 SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS: Cash paid during the period of: Interest $ 43 Income taxes $1,290
See Notes to Consolidated Condensed Financial Statements. Page 7 of 14 Pages WESTERN MULTIPLEX CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (tabular amounts in thousands of dollars) (unaudited) The consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Western Multiplex Corporation ("MUX") audited financial statements for the year ended June 30, 1994. The accompanying financial information is unaudited; however, in the opinion of the management of MUX, this information includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the finan- cial information therein. The results of operations for the nine months ended March 31, 1995 are not necessarily indicative of the results that may be expected for the entire year. MUX's financial results in any reported period are highly dependent upon various factors, including timing and size of customers' orders and the shipment of products for large orders. Large orders from customers can account for a signifi- cant portion of products shipped in any reported period. Accordingly, the shipment of products of such large orders can dramatically affect the results of operations of any single reported period. NOTE 1 - INVENTORIES Inventories consist of the following at March 31, 1995: Raw materials $1,288 Work-in-process 338 Finished goods 1,005 $2,631 NOTE 2 - INCOME TAXES MUX's consolidated tax provision was different from the amount computed using the U.S. statutory income tax rate as follows: Nine Months Ended March 31, 1995 Tax computed at federal statutory rate 34.0% State income taxes, net of federal benefit 6.6 Non-deductible expenses and other items (.1) 40.5% Page 8 of 14 Pages WESTERN MULTIPLEX CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued) (tabular amounts in thousands of dollars) (unaudited) NOTE 3 - STOCKHOLDERS' EQUITY Income per Common Share Primary income per share was computed by dividing net income by the weighted average number of shares of common stock outstanding plus the shares that would be outstanding assuming exercise of dilutive stock options, which are considered to be common stock equivalents. Page 9 of 14 Pages PRO FORMA CONDENSED FINANCIAL INFORMATION (Unaudited) Glenayre Technologies, Inc. The following pro forma condensed consolidated balance sheet as of March 31, 1995 and the condensed consolidated income statements for the year ended December 31, 1994 and the three month period ended March 31, 1995 give effect to the acquisition in April 1995 of all the outstanding common stock of Western Multiplex Corporation ("MUX"). The pro forma condensed consolidated balance sheet gives effect to the acquisition of MUX as if it had occurred on March 31, 1995. The pro forma condensed consolidated income statements give effect to the acquisition of MUX as if it had been consummated on January 1, 1994. The pro forma condensed consolidated information has been prepared by Glenayre management and is based on the historical financial statements of Glenayre and MUX and on the assumptions and adjustments in the accompanying notes. These pro forma condensed consolidated financial statements may not be indicative of the results that actually would have occurred if the combination had been in effect on the dates indicated. Page 10 of 14 Pages GLENAYRE TECHNOLOGIES, INC. PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 1994 (Unaudited) (In thousands, except per share data)
Pro Forma Adjustment Pro Glenayre MUX Adjustments Reference Forma Net sales $172,107 $18,813 $190,920 Costs and expenses Cost of sales 72,908 7,859 80,767 Selling, general and administrative expense 41,079 5,068 46,147 Research and development expense 15,991 1,792 17,783 Depreciation and amortization expense 5,884 381 $ 728 A 6,993 Total costs and expenses 135,862 15,100 728 151,690 Income from operations 36,245 3,713 (728) 39,230 Other income (expense) Interest income (expense), net 4,450 (18) 4,432 Other, net (400) 26 (374) Total other income (expenses), net 4,050 8 0 4,058 Income from continuing operations before income taxes 40,295 3,721 (728) 43,288 Provision for income taxes 7,200 1,529 8,729 Income from continuing operations $33,095 $ 2,192 $ (728) $ 34,559 Income from continuing operations per share - primary $ .85 $ .86 Number of shares used to compute primary per share data, adjusted for June 19, 1995 3 for 2 stock split 39,136 1,125 B 40,261 A Increase in amortization expense: Amortization for the period January 1, 1994 to December 31, 1994 of excess of cost over value assigned to net assets acquired (on a straight-line basis over 30 years) $ 728 B Increase in number of shares used to compute primary per share data: Issuance of common stock for MUX shares and options 1,125
Page 11 of 14 Pages GLENAYRE TECHNOLOGIES, INC. PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE THREE MONTHS ENDED MARCH 31, 1995 (Unaudited) (In thousands, except per share data)
Pro Forma Adjustment Pro Glenayre MUX Adjustments Reference Forma Net sales $59,862 $4,491 $64,353 Costs and expenses Cost of sales 25,859 1,696 27,555 Selling, general and administrative expense 11,951 1,003 12,954 Research and development expense 4,699 573 5,272 Depreciation and amortization expense 1,592 103 $ 182 A 1,877 Total costs and expenses 44,101 3,375 182 47,658 Income from operations 15,761 1,116 (182) 16,695 Other income (expense) Interest income (expense), net 1,936 (3) 1,933 Other, net (27) 11 (16) Total other income (expenses), net 1,909 8 1,917 Income from continuing operations before income taxes 17,670 1,124 (182) 18,612 Provision for income taxes 3,888 452 4,340 Income from continuing operations $13,782 $ 672 $ (182) $14,272 Income from continuing operations per share - primary $ 0.34 $ 0.35 Number of shares used to compute primary per share data, adjusted for June 19, 1995 3 for 2 stock split 39,948 1,125 B 41,073 A Increase in amortization expense: Amortization for the period January 1, 1995 to March 31, 1995 of excess of cost over value assigned to net assets acquired (on a straight-line basis over 30 years) $ 182 B Increase in number of shares used to compute primary per share data: Issuance of common stock for MUX shares and options 1,125 Page 12 of 14 Pages GLENAYRE TECHNOLOGIES, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET MARCH 31, 1995 (Unaudited) (In thousands)
Pro Forma Adjustment Pro Glenayre MUX Adjustments Reference Forma ASSETS Cash and cash equivalents $ 99,638 $ 1,707 $ 101,345 Accounts receivable 42,810 1,776 44,586 Trade notes receivable, current 4,967 4,967 Inventories 32,632 2,631 35,263 Deferred income taxes 5,666 5,666 Prepaid expenses and other current assets 2,524 2,114 (693) C 3,945 Total current assets 188,237 8,228 (693) 195,772 Trade notes receivable 14,827 14,827 Property, plant and equipment 20,503 1,195 21,698 Goodwill and intangibles 60,764 21,844 A 82,608 Deferred income taxes 24,953 704 B 25,657 Other assets 331 331 TOTAL ASSETS $309,615 $ 9,423 $21,855 $340,893 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 10,491 $ 367 $ 10,858 Accrued liabilities 29,332 2,418 606 D 32,356 Current portion of long term debt 257 162 419 Total current liabilities 40,080 2,947 606 43,633 Long term debt, less current portion 1,769 292 2,061 Other liabilities 2,756 172 2,928 Stockholders' equity: Shares outstanding at March 31, 1995: Historical 37,794,520 Pro Forma 38,584,670 504 16 E 520 Contributed capital 225,466 751 26,494 F 252,711 Retained earnings from February 1, 1988 39,040 5,261 (5,261) G 39,040 Total stockholders' equity 265,010 6,012 21,249 292,271 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $309,615 $ 9,423 $ 21,855 $340,893
See Notes to Pro Forma Condensed Consolidated Balance Sheet as of March 31, 1995 Page 13 of 14 Pages GLENAYRE TECHNOLOGIES, INC. Notes to Pro Forma Condensed Consolidated Balance Sheet March 31, 1995 (Unaudited) (Dollars in thousands, except per share data)
A Increase in goodwill: Excess of cost over value assigned to net assets acquired (see note H) $ 21,844 B Increase in deferred income taxes: Change in valuation reserve of deferred tax asset due to increased future earnings estimates after merger $ 704 C Decrease in prepaid and other current assets: Reclassification of direct acquisition costs paid as of March 31, 1995 $ (693) D Increase in accrued liabilities: Accrual of direct acquisition costs paid subsequent to March 31, 1995 $ 606 E Increase in common stock: Issuance of common stock to Western Multiplex (790,150 shares at $.02) $ 16 F Increase in contributed capital: Issuance of common stock to Western Multiplex (790,150 shares at $25.4244) $ 20,089 Cash payments in lieu of fractional shares 1 Western Multiplex options assumed (334,805 shares at $25.4444) 8,519 Cash to be received from exercise of Western Multiplex options (1,364) Elimination of Western Multiplex historical equity (751) $ 26,494 G Decrease in retained earnings: Elimination of Western Multiplex historical equity $( 5,261) H The following is a pro forma computation of the purchase price as of the Closing Date: Common stock issued and Western Multiplex options assumed (1,124,955 shares times market price of $25.4444 per share) $ 28,624 Cash to be received from exercise of Western Multiplex options (1,364) Direct Costs of the Acquisition 1,300 Total purchase price $ 28,560 Allocation of purchase price Historical book value of total assets of Western Multiplex as of March 31, 1995 $ 6,012 (Management believes that the fair value approximates net book value for all tangible assets.) Effect on Deferred Tax Asset due to Merger 704 Excess of cost over value assigned to net assets acquired (goodwill) 21,844 Total purchase price $ 28,560
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