UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date
of report
:
June 26, 2008
(Date of earliest event reported)
PHOTON DYNAMICS, INC.
(Exact name of registrant as specified in charter)
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California
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000-27234
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94-3007502
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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incorporation)
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Identification No.)
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5970 Optical Court
San Jose, California 95138-1400
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (
408) 226-9900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 26, 2008, Photon Dynamics, Inc. (the “Company”) announced that it had entered into an
Agreement and Plan of Merger and Reorganization dated as of
June 26, 2008 (the “Merger Agreement”)
among Orbotech Ltd. (“Orbotech”), PDI Acquisition, Inc., an
indirect wholly-owned subsidiary of Orbotech
(“Merger Sub”) and the Company. The Merger Agreement provides that, upon the terms and conditions
set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the
Company surviving the Merger as an indirect wholly-owned subsidiary of Orbotech. The board of directors of
the Company has unanimously approved the Merger and the Merger Agreement.
At the effective time and as a result of the Merger, each outstanding share of the Company’s
common stock will be converted into the right to receive $15.60 in cash, without interest.
Consummation of the Merger is subject to the conditions described in the Merger Agreement,
including approval by the shareholders of the Company, antitrust and other regulatory approvals,
and other customary closing conditions.
Orbotech expects to finance the purchase price through a combination of the Company’s cash on
hand at closing and debt financing. However, consummation of the Merger is not subject to any
financing condition.
The Merger Agreement contains termination rights for both the Company and Orbotech, including
for the Company if its board of directors changes its recommendation of the Merger to its
shareholders in connection with a Superior Proposal (as defined in the Merger Agreement). Upon
termination of the Merger Agreement under certain circumstances, the Company may be required to pay
Orbotech, or Orbotech may be required to pay the Company, a termination fee of $9,000,000.
The foregoing description of the Merger and the Merger Agreement is qualified in its entirety
by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and
incorporated herein by reference.
The Merger Agreement has been included to provide shareholders with information regarding its
terms. It is not intended to provide any other factual information about the Company. The Merger
Agreement contains representations and warranties that the parties to the Merger Agreement made to
and solely for the benefit of each other. The assertions embodied in the Company’s representations
and warranties are qualified by information contained in a confidential disclosure schedule that
the Company provided to Orbotech in connection with the Merger Agreement. Accordingly, shareholders
should not rely on representations and warranties as characterizations of the actual state of facts
or circumstances, since they were only made as of the date of the Merger Agreement and are modified
in important part by the underlying disclosure schedule. Moreover, information concerning the
subject matter of such representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in the Company’s public
disclosures.
A copy of the press release announcing the transaction is attached as Exhibit 99.1 to this
current report and is incorporated herein by reference.
Important Information for Photon Dynamics Shareholders
In connection with the proposed merger, Photon Dynamics will file a proxy statement with the
Securities and Exchange Commission (SEC). INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS THAT PHOTON DYNAMICS FILES WITH THE SEC WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED MATTERS.
Photon Dynamics and its directors and executive officers may be deemed to be participants in
the solicitation of proxies in connection with the proposed merger. Information regarding these
persons is set forth in the proxy statement for Photon Dynamics’ 2008 annual meeting of
shareholders, which was filed with the SEC on January 28, 2008 and in Photon Dynamics’ Annual
Report on
Form 10-K
for the fiscal year ended September 30,
2007, which was filed with the SEC on January 23, 2008. Additional information regarding these
persons and their interests in the merger will be included in the proxy statement relating to the
merger when it is filed with the SEC. The proxy statement, any additional proxy materials and
Photon Dynamics’ other SEC filings are, or when filed will be, available free of charge at the
SEC’s website at
www.sec.gov
or by contacting Photon Dynamics’ Investor Relations
department by e-mail at
investor@photondynamics.com
, by phone at (408) 360-3561, or by mail at
Photon Dynamics, Investor Relations, 5970 Optical Court, San Jose, California 95138
.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
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Number
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Description
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2.1
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Agreement and Plan of Merger and
Reorganization dated as of June 26, 2008, among Orbotech
Ltd., PDI Acquisition, Inc. and Photon Dynamics, Inc.
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99.1
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Press Release dated June 26, 2008, announcing the Agreement and Plan of Merger and
Reorganization.
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