-----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, HYfVPsjyv/RMHdnh5XPybDeabpiKI7FOB5REr69jLMdSAsjFY81wiqUvdar+r6Lv smFRbaDcrcbX6erWGyHbdg== 0000950148-96-002285.txt : 19961021 0000950148-96-002285.hdr.sgml : 19961021 ACCESSION NUMBER: 0000950148-96-002285 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961016 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961018 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELTRON INTERNATIONAL INC CENTRAL INDEX KEY: 0000915910 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 954302537 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23342 FILM NUMBER: 96645236 BUSINESS ADDRESS: STREET 1: 41 MORELAND RD CITY: SIMI VALLEY STATE: CA ZIP: 93065 BUSINESS PHONE: 8055791800 8-K 1 FORM 8-K 1 ================================================================================ - -------------------------------------------------------------------------------- FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 16, 1996 ELTRON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) CALIFORNIA (State or other jurisdiction of incorporation) 0-23342 95-4302537 (Commission File Number) (I.R.S. Employer Identification No.) 41 MORELAND ROAD 93065 SIMI VALLEY, CALIFORNIA (Zip Code) (Address of principal executive offices) (805) 579-1800 (Registrant's telephone number, including area code) N.A. (Former name or former address, if changed since last report) Total Number of Pages: 4 Index to Exhibits appears on Page: 3 - -------------------------------------------------------------------------------- ================================================================================ 1 2 ITEM 5. Other Items On October 16, 1996, Eltron International Inc. (Nasdaq:ELTN) and Zebra Technologies Corp. (Nasdaq:ZBRA) announced that they have executed a letter of intent providing for a merger of the two companies, subject to conditions described in the announcement. A copy of the Press Release dated October 16, 1996 is filed herewith as Exhibit 99. ITEM 7. Financial Statements and Exhibits Press Release of the Company dated October 16, 1996. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ELTRON INTERNATIONAL, INC. October 18, 1996 By: /s/ Daniel C. Toomey, Jr. ----------------------------- Daniel C. Toomey, Jr. Chief Financial Officer 3 EXHIBIT INDEX Page 99 Press Release of the Company dated October 16, 1996. EX-99 2 PRESS RELEASE 1 EXHIBIT 99 SIMI VALLEY, Calif.--(BUSINESS WIRE)--Oct. 16, 1996--Eltron International Inc. (Nasdaq:ELTN) and Zebra Technologies Corp. (Nasdaq:ZBRA) Wednesday announced that they have executed a letter of intent providing for a merger of the two companies. The contemplated transaction will be structured as a pooling-of-interest, tax-free merger in which each of Zebra's common shares will be exchanged for 0.84 shares of Eltron common stock. Donald K. Skinner, chairman and chief executive officer of Eltron International, will become president and chief executive officer of the combined company, and Edward L. Kaplan, chairman and chief executive officer of Zebra Technologies, will serve as its chairman. The proposed merger is subject to a number of conditions, including satisfactory completion of due diligence, negotiation of a mutually satisfactory definitive merger agreement, receipt of fairness opinions from investment bankers, approval of the transaction by the shareholders of both companies, customary closing conditions and certain regulatory approvals, including the applicable Hart-Scott-Rodino review. The management of the two companies cited important benefits which should result from the merger, including the creation of the broadest line of printers in the industry, expanded distribution of both companies' current product offerings and opportunities to reduce costs through greater scale economies. On a pro-forma basis, the combined company would have generated sales in excess of $230 million in the 12 months ended June 30, 1996, would have more than $90 million in cash and a market value at current prices in excess of $900 million. "I believe that the combined company faces a wealth of opportunities to be the premier supplier of labeling solutions to the barcode, Auto ID and related industries," said Kaplan. "I believe that Don Skinner has the vision and drive to take this new company to the next level of excellence. This is an exceptionally positive transaction for Zebra," he added. "This is an outstanding combination from Eltron's perspective," Skinner said. "Eltron's ability to market its products will benefit from the global presence, brand name and worldwide distribution strength that our new partner Zebra has built. Our combined company will be stronger than either of us individually and will be well positioned for the future." Eltron International designs, manufactures and markets high-quality, low-cost label and plastic card printers, smart card printing systems, verifiers, software, label media and related accessories throughout the world. The company's corporate headquarters are located in Simi Valley. Zebra Technologies is the premier manufacturer and worldwide supplier of barcode labeling solutions, including on-demand printers, complementary supplies and software to business and industry. Zebra corporate headquarters are in Vernon Hills, Ill. -----END PRIVACY-ENHANCED MESSAGE-----