-----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, EIFBUlOKR4DhxWjv3kugVLHRvvRJeIpUyhOdFfveUaOG09CfgLR6eNvEjdxSg0Tw rR51P8VhcqzHCoTrWsFcMQ== 0000893877-99-000653.txt : 19991018 0000893877-99-000653.hdr.sgml : 19991018 ACCESSION NUMBER: 0000893877-99-000653 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990924 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991012 FILER: 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: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04837 FILM NUMBER: 99727022 BUSINESS ADDRESS: STREET 1: 2660 SW PKWY CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036277111 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: WILSONVILLE STATE: OR ZIP: 97070-1000 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 1999 TEKTRONIX, INC. (Exact name of registrant as specified in its character) Oregon 1-4837 93-09343990 (State or other jurisdiction (Commission (IRS Employer incorporation) File number) Identification No.) 26600 SW Parkway, Wilsonville, Oregon 97070-1000 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 627-7111 Not Applicable (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On September 24, 1999, pursuant to an Asset Purchase Agreement dated August 6, 1999 (the "Agreement") between Tektronix, Inc., an Oregon corporation ("Tektronix"), and Grass Valley Group Inc., a Delaware corporation ("GVG"), Tektronix sold substantially all of the assets related to its video content production business ("VCP") to GVG. The VCP business involves video content production products for the broadcast, production and post-television markets. VCP products include switchers, video servers and routers as well as modular products to enable interoperation of non-compatible equipment within the video content production facility. The purchase price for the assets sold consisted of: (a) a cash payment to Tektronix of $23,650,000, (b) the issuance by GVG of 2,000,000 shares of its Class A Common Stock to Tektronix (representing 10% of the equity of GVG on a fully diluted basis), and (c) a promissory note from GVG to Tektronix in the amount of $24,500,000. In addition, GVG agreed to assume certain liabilities of Tektronix related to VCP. The purchase price is subject to adjustment in the event of specified decreases in the net asset value of VCP as reflected on the closing balance sheet to be delivered after the closing. The purchase price received by Tektronix in the transaction was negotiated by Tektronix and the principals of GVG. Item 7. Financial Statements and Exhibits. (b) Pro forma financial information. 1. Unaudited pro forma condensed consolidated balance sheet and statement of operations as of and for the year ended May 29, 1999. 2. Unaudited pro forma condensed consolidated statement of operations for the three months ended August 28, 1999. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET As of May 29, 1999 (Unaudited) In Thousands of Dollars
Pro Forma Historical Adjustments (a) Pro Forma ---------------- ------------------ --------------- ASSETS Current assets: Cash and cash equivalents $ 39,747 $ 23,650 $ 63,397 Accounts receivable - net 313,274 - 313,274 Inventories 273,370 (43,619) 229,751 Other current assets 93,267 (216) 93,051 --------------- ----------------- -------------- Total current assets 719,658 (20,185) 699,473 Property, plant and equipment - net 442,257 (24,835) 417,422 Deferred tax assets 56,405 - 56,405 Other long-term assets 141,045 25,421 166,466 --------------- ----------------- -------------- Total assets $ 1,359,365 $ (19,599) $ 1,339,766 =============== ================= ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt $ 115,687 $ - $ 115,687 Accounts payable 251,349 (3,186) 248,163 Accrued compensation 110,001 (3,050) 106,951 Deferred revenue 20,009 (1,944) 18,065 --------------- ----------------- -------------- Total current liabilities 497,046 (8,180) 488,866 Long-term debt 150,722 - 150,722 Other long-term liabilities 90,035 - 90,035 Shareholders' equity: Common stock 143,263 - 143,263 Retained earnings 458,613 (11,419) 447,194 Accumulated other comprehensive 19,686 - 19,686 --------------- ----------------- -------------- Total shareholders' equity 621,562 (11,419) 610,143 --------------- ----------------- -------------- Total liabilities and shareholders' equity $ 1,359,365 $ (19,599) $ 1,339,766 =============== ================= ==============
(a) Amounts represent cash proceeds of $23.7 million, a note receivable of $24.5 million, and a 10% equity interest in GVG, included in other long-term assets, net of VCP assets and liabilities eliminated from the balance sheet. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended May 29, 1999 (Unaudited) In Thousands of Dollars
Pro Forma Historical Adjustments Pro Forma ---------------- ------------------ --------------- Net sales $ 1,861,490 $ (222,420) $ 1,639,070 Cost of sales 1,151,252 (155,192) 996,060 --------------- ----------------- -------------- Gross profit 710,238 (67,228) 643,010 Research and development expenses 204,655 (29,053) 175,602 Selling, general and administrative expenses 480,714 (66,073) 414,641 Non-recurring charges 84,780 - 84,780 Equity in business ventures' loss 9,230 - 9,230 --------------- ----------------- -------------- Operating loss (69,141) 27,898 (41,243) Interest expense 15,712 - 15,712 Other income - net 9,616 49 9,665 --------------- ----------------- -------------- Loss before taxes (75,237) 27,947 (47,290) Income taxes (24,076) 8,943 (15,133) --------------- ----------------- -------------- Net loss $ (51,161) $ 19,004 $ (32,157) =============== ================= ============== Average shares outstanding - basic and diluted 47,700 47,700 47,700 Net loss per share - basic and diluted (1.07) 0.40 (0.67)
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Three Months Ended August 28, 1999 (Unaudited) In Thousands of Dollars
Pro Forma Historical Adjustments Pro Forma ---------------- ------------------ --------------- Net sales $ 436,151 $ (49,837) $ 386,314 Cost of sales 265,195 (36,349) 228,846 --------------- ----------------- -------------- Gross profit 170,956 (13,488) 157,468 Research and development expenses 49,433 (10,350) 39,083 Selling, general and administrative expenses 103,180 (11,842) 91,338 Non-recurring charges 26,100 - 26,100 Equity in business ventures' loss 318 - 318 --------------- ----------------- -------------- Operating loss (8,075) 8,704 629 Interest expense 4,502 - 4,502 Other income - net 284 6 290 --------------- ----------------- -------------- Loss before taxes (12,293) 8,710 (3,583) Income taxes (3,811) 2,700 (1,111) --------------- ----------------- -------------- Net loss $ (8,482) $ 6,010 $ (2,472) =============== ================= ============== Average shares outstanding - basic and diluted 46,991 46,991 46,991 Net loss per share - basic and diluted (0.18) 0.13 (0.05)
Note to Pro Forma Condensed Consolidated Financial Statements The company's unaudited pro forma condensed consolidated financial statements give effect to the disposal of substantially all of the assets related to Tektronix' video content production business ("VCP") as if such transaction had occurred, for statements of consolidated operations for the year ended May 29, 1999, and for the consolidated balance sheet as of May 29, 1999. Significant assets and liabilities not included in the sale were accounts receivable, land and buildings, and accounts payable. In the company's fiscal year 1999 annual report, VCP was included in the Video and Networking division, a reported segment in the business segments footnote. Other businesses included within this segment were Networks Displays, Lightworks, and VideoTele.com. Network Displays was sold in December 1998, Lightworks was discontinued during the second quarter of 1999, and the VideoTele.com business merged into another reported segment, the Measurement division, as of the beginning of fiscal year 2000. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with the company's 1999 audited consolidated financial statements. The pro forma information shown is not necessarily indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative of the company's future results. The accompanying pro forma condensed consolidated statements of operations consists of the historical statements of operations of the company for the year ended May 29, 1999, and for the three months ended August 28, 1999, less the historical statements of operations of VCP. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 12, 1999 TEKTRONIX, INC. By: CARL NEUN ----------------------------------- Carl W. Neun Senior Vice President and Chief financial Officer -----END PRIVACY-ENHANCED MESSAGE-----