-----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, QpETEFIrOy/5ggBtVuOQqsWmAMQdDhORujoWMGP1XoLSV1f0lbb8DfvDUumcaELx lUZEFi3IsJKLnCxdBaSAVw== 0000096879-07-000198.txt : 20071126 0000096879-07-000198.hdr.sgml : 20071126 20071126170348 ACCESSION NUMBER: 0000096879-07-000198 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071121 FILED AS OF DATE: 20071126 DATE AS OF CHANGE: 20071126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TEKTRONIX INC CENTRAL INDEX KEY: 0000096879 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 930343990 STATE OF INCORPORATION: OR FISCAL YEAR END: 0528 BUSINESS ADDRESS: STREET 1: 14200 SW KARL BRAUN DRIVE CITY: BEAVERTON STATE: OR ZIP: 97077 BUSINESS PHONE: 503-627-7111 MAIL ADDRESS: STREET 1: P O BOX 500 CITY: BEAVERTON STATE: OR ZIP: 97077-0001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCBEE RICHARD D CENTRAL INDEX KEY: 0001214422 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04837 FILM NUMBER: 071266941 BUSINESS ADDRESS: BUSINESS PHONE: 5036276803 MAIL ADDRESS: STREET 1: PO BOX 500 (M/S 55-985) STREET 2: 14200 SW KARL BRAUN DRIVE CITY: BEAVERTON STATE: OR ZIP: 97077-0001 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2007-11-21 0000096879 TEKTRONIX INC TEK 0001214422 MCBEE RICHARD D PO BOX 500 14200 SW KARL BRAUN DRIVE BEAVERTON OR 97077-0001 0 1 0 0 Vice President Common Stock 2007-11-21 4 D 0 3000 38.00 D 0 D Common Stock 2007-11-21 4 D 0 13000 D 0 D Non-Qualified Stock Option 20.0625 2007-11-21 4 D 0 12000 D 2007-11-21 Common Stock 12000 0 D Non-Qualified Stock Option 37.50 2007-11-21 4 D 0 25000 D 2007-11-21 Common Stock 25000 0 D Non-Qualified Stock Option 27.37 2007-11-21 4 D 0 10000 D 2007-11-21 Common Stock 10000 0 D Non-Qualified Stock Option 24.48 2007-11-21 4 D 0 33000 D 2007-11-21 Common Stock 33000 0 D Non-Qualified Stock Option 17.51 2007-11-21 4 D 0 32000 D 2007-11-21 Common Stock 32000 0 D Non-Qualified Stock Option 31.55 2007-11-21 4 D 0 28000 D 2007-11-21 Common Stock 28000 0 D Non-Qualified Stock Option 28.69 2007-11-21 4 D 0 25000 D 2007-11-21 Common Stock 25000 0 D Non-Qualified Stock Option 29.79 2007-11-21 4 D 0 30000 D 2007-11-21 Common Stock 30000 0 D Non-Qualified Stock Option 28.74 2007-11-21 4 D 0 28000 D 2007-11-21 Common Stock 28000 0 D At the closing of the merger between the Issuer and Raven Acquisition Corp., a wholly owned subsidiary of Danaher Corporaiton, these shares were converted into the right to receive a cash payment equal to the per share merger consideration of $38.00. These restricted shares were converted, pursuant to the merger agreement between the Issuer, Danaher Corporation and Raven Acquisition Corp., into restricted shares of Danaher common stock in an amount determined by multiplying the number of unvested restricted shares of Issuer immediately prior to the effective time of the merger by the Restricted Stock Exchange Ratio of 0.46114. This option, which provided for vesting in four equal annual installments beginning January 20, 2000, was cancelled pursuant to a merger between Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher corporation in exchange for a cash payment of $215,250.00, representing the amount equal to the number of shares of Tektronix, Inc. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $38.00. This option, which provided for vesting in four equal annual installments beginning January 18, 2001, was cancelled pursuant to a merger between Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher corporation in exchange for a cash payment of $12,500.00, representing the amount equal to the number of shares of Tektronix, Inc. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $38.00. This option, which provided for vesting in four equal annual installments beginning May 17, 2001, was cancelled pursuant to a merger between Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher corporation in exchange for a cash payment of $106,300.00, representing the amount equal to the number of shares of Tektronix, Inc. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $38.00. This option, which provided for vesting in four equal annual installments beginning February 1, 2002, was cancelled pursuant to a merger between Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher corporation in exchange for a cash payment of $446,160.00, representing the amount equal to the number of shares of Tektronix, Inc. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $38.00. This option, which provided for vesting in four equal annual installments beginning January 22, 2003, was cancelled pursuant to a merger between Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher corporation in exchange for a cash payment of $655,680.00, representing the amount equal to the number of shares of Tektronix, Inc. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $38.00. This option, which provided for vesting in four equal annual installments beginning January 20, 2004, was cancelled pursuant to a merger between Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher corporation in exchange for a cash payment of $180,600.00, representing the amount equal to the number of shares of Tektronix, Inc. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $38.00. This option provided for vesting in four equal installments beginning January 18, 2005. The vested portion and part of the unvested portion (option to purchase 18,750 shares of the Issuer) was cancelled pursuant to the merger agreement between the Issuer, Danaher Corporation and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher Corporation, in exchange for a cash payment of $174,562.50, representing the difference between the per share exercise price of the Issuer option and the $38.00 per share merger consideration. The remaining unvested portion (option to purchase 6,250 shares of the Issuer) was, pursuant to the merger, converted into a stock option to purchase shares of Danaher common stock determined by multiplying the number of unvested Issuer shares immediately prior to the effective time of the merger by the Option Exchange Ratio of 0.46114, at an exercise price per share equal to the exercise price of the Issuer option divided by the Option Exchange Ratio. This option provided for vesting in four equal installments beginning January 17, 2006. The vested portion and part of the unvested portion (option to purchase 15,000 shares of the Issuer) was cancelled pursuant to the merger agreement between the Issuer, Danaher Corporation and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher Corporation, in exchange for a cash payment of $123,150.00, representing the difference between the per share exercise price of the Issuer option and the $38.00 per share merger consideration. The remaining unvested portion (option to purchase 15,000 shares of the Issuer) was, pursuant to the merger, converted into a stock option to purchase shares of Danaher common stock determined by multiplying the number of unvested Issuer shares immediately prior to the effective time of the merger by the Option Exchange Ratio of 0.46114, at an exercise price per share equal to the exercise price of the Issuer option divided by the Option Exchange Ratio. This option provided for vesting in four equal installments beginning January 16, 2007. The vested portion and part of the unvested portion (option to purchase 12,399 shares of the Issuer) was cancelled pursuant to the merger agreement between the Issuer, Danaher Corporation and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher Corporation, in exchange for a cash payment of $114,814.74, representing the difference between the per share exercise price of the Issuer option and the $38.00 per share merger consideration. The remaining unvested portion (option to purchase 15,601 shares of the Issuer) was, pursuant to the merger, converted into a stock option to purchase shares of Danaher common stock determined by multiplying the number of unvested Issuer shares immediately prior to the effective time of the merger by the Option Exchange Ratio of 0.46114, at an exercise price per share equal to the exercise price of the Issuer option divided by the Option Exchange Ratio. MardiLyn Saathoff, Attorney-in-fact, for Richard D. McBee 2007-11-26 -----END PRIVACY-ENHANCED MESSAGE-----