SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 1, 2002
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(Date of Report)
ITRON, INC.
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(Exact Name of Registrant as Specified in Charter)
Washington 000-22418 91-1011792
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
2818 N. Sullivan Road, Spokane, WA 99216
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(Address of Principal Executive Offices, including Zip Code)
(509) 924-9900
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On February 14, 2002, and as amended effective February 26, 2002, Itron,
Inc. ("Itron"), LS Combination, Inc. ("Merger Sub"), a Washington corporation
and a wholly-owned subsidiary of Itron, and LineSoft Corporation, a Washington
corporation ("LineSoft") entered into an Agreement and Plan of Reorganization
(the "Merger Agreement") pursuant to which Merger Sub will be merged into
LineSoft (the "Merger") with LineSoft surviving as a wholly-owned subsidiary of
Itron. The Merger is expected to be completed on or about March 11, 2002. The
Merger Agreement contemplates that LineSoft will be merged into Itron within
three months of the effective time of the Merger (the "Step-Two Merger", and,
together with the Merger, the "Mergers"). The completion of the Mergers is
subject to customary conditions, including the approval of the holders of
two-thirds of the LineSoft common stock outstanding as of February 14, 2002.
At the effective time of the Merger, the capital stock of Merger Sub and
LineSoft, other than dissenting shares, shall be converted as follows:
(a) all issued and outstanding shares of capital stock of Merger Sub shall
be converted into and become one fully paid and nonassessable share of common
stock, par value $.001 per share, of LineSoft; and
(b) each issued and outstanding share of capital stock of LineSoft shall be
converted automatically into the right to receive:
(i) for shareholders who are not "accredited investors" within the
meaning of Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended (the "Securities Act"), an amount of cash equal to
approximately $0.955;
(ii) for shareholders who are "accredited investors" within the
meaning of Rule 501 of Regulation D promulgated under the Securities Act (other
than OCM/GFI Power Opportunities Fund, L.P. ("GFI")), an amount of cash and a
fraction of one share of Itron common stock that, in the aggregate, have a value
equal to approximately $0.955; and
(iii) for GFI, an amount of cash, a fraction of one share of Itron
common stock and certain earnout payments, if any, calculated and paid in
accordance with the provisions of the Merger Agreement that, in the aggregate,
have a value equal to approximately $0.955.
Accredited investors (including GFI) will receive cash in lieu of
fractional shares of Itron common stock that would otherwise be issued as part
of the total consideration to be exchanged for such investors' shares of
LineSoft stock. The Merger Agreement provides that the value of Itron common
stock to be issued in connection with the Merger is subject to a minimum per
share value of $22, and a maximum per share value of $32. The source of the cash
portion to be used by Itron to accomplish the acquisition will be Itron's
current assets, including Itron's cash and cash equivalents, and short-term
investments.
Also on February 14, 2002, both GFI, the largest LineSoft shareholder, and
Fred A. Brown, the second-largest LineSoft shareholder, together representing
74.6% of the issued and
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outstanding LineSoft capital stock, entered into support agreements ("Support
Agreements") with Itron whereby each has granted an irrevocable proxy to a
representative of Itron to vote his/its respective shares:
(a) in favor of adoption and approval of the Merger Agreement and all
transactions relating thereto or contemplated thereby, and
(b) against any proposal by a party other than Itron or its affiliate to
merge or consolidate with LineSoft or any subsidiary of LineSoft or to sell all
or substantially all the assets of or any sales of equity interest in LineSoft
or any subsidiary of LineSoft.
The foregoing descriptions of the Mergers, the Merger Agreement, and the
Support Agreements are qualified in their entirety by reference to the text of
the Merger Agreement and the forms of the Support Agreements which are attached
hereto as Exhibits 2.1, 4.1 and 4.2 respectively and are incorporated herein by
reference.
On February 15, 2002, Itron issued a press release announcing the Merger
Agreement, the Support Agreements and the related transactions. The press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
LineSoft uses its assets (including plant, equipment or other physical
property) to provide software solutions and engineering consulting services to
customers to optimize utility transmission and distribution systems. Itron
intends that it will continue to use such assets for the same purposes following
the Merger and the Step-Two Merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of business acquired.
To be filed by amendment not later than 60 days from the date of this
Report.
(b) Pro forma financial information
To be filed by amendment not later than 60 days from the date of this
Report.
(c) Exhibits
The following exhibits are filed as part of this Report:
2.1 Agreement and Plan of Reorganization, dated February 14, 2002 and as
amended effective February 26, 2002, by and among Itron, Inc., LS
Combination, Inc., and LineSoft Corporation.*
4.1 Support Agreement, dated February 14, 2002, between Itron, Inc. and
Fred A. Brown.
4.2 Support Agreement, dated February 14, 2002, between Itron, Inc. and
OCM/GFI Power Opportunities Fund L.P.
99.1 Press Release dated February 15, 2002
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*Certain schedules and exhibits in connection with the Merger Agreement have
been omitted pursuant to Item 601(b)(2) of Regulation S-K. Registrant agrees to
provide the Commission a copy of any such documents upon request.
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SIGNATURE
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.
ITRON, INC.
Dated: March 1, 2002 By /s/ David G. Remington
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David G. Remington
Vice President of Finance and Chief
Financial Officer.
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization, dated February 14, 2002
and as amended effective February 26, 2002, by and among
Itron, Inc., LS Combination, Inc., and LineSoft Corporation.*
4.1 Support Agreement, dated February 14, 2002, between Itron,
Inc. and Fred A. Brown.
4.2 Support Agreement, dated February 14, 2002, between Itron,
Inc. and OCM/GFI Power Opportunities Fund L.P.
99.1 Press Release dated February 15, 2002
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*Certain schedules and exhibits in connection with the Merger Agreement have
been omitted pursuant to Item 601(b)(2) of Regulation S-K. Registrant agrees to
provide the Commission a copy of any such documents upon request.