Acuity Imaging Inc – ‘8-K’ for 7/11/95

As of:  Friday, 7/28/95   ·   For:  7/11/95   ·   Accession #:  927016-95-116   ·   File #:  0-12094

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Current Report   —   Form 8-K
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 1: 8-K         Current Report                                         4     11K 

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8-K
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U.S. SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549  

FORM 8-K  

CURRENT REPORT  

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

Date of Report (Date of earliest event reported)   July 11, 1995                
                                       -----------------------

ACUITY IMAGING, INC.  
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)  

     Delaware                     0-12094                 04-2688311
--------------------------------------------------------------------------------
(State or other jurisdiction     Commission file number      (I.R.S. Employer   
of incorporation)                                            Identification No.)

9 Townsend West, Nashua, New Hampshire, U.S.A.  03063 
--------------------------------------------------------------------------------
    (Address of principal executive offices)    (Zip Code)

Issuer's telephone number, including area code   (603) 598-8400                 
                                                --------------------------------

Former name or former address, if changed since last report   Not Applicable    
                                                            --------------------

8-K
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ITEM 5.   OTHER EVENTS                                                          

The following news was announced by Acuity Imaging, Inc. on July 12, 1995. The  
complete text is as follows:                                                    

July 12, 1995                                                                   

FOR IMMEDIATE RELEASE                                                           

RVSI AND ACUITY IMAGING ANNOUNCE  
REVISED TERMS OF INTENDED MERGER  

RVSI [Robotic Vision Systems, Inc. (Nasdaq NMS-ROBV)] and Acuity Imaging, Inc.  
(Nasdaq-ACUT) today announced revised terms of their proposed merger            
transaction.                                                                    

Under the revised merger terms, RVSI is to issue 0.766 shares of its common     
stock for each Acuity share or approximately, 1,903,140 shares of RVSI stock in 
exchange for all of Acuity's outstanding shares.  In addition, Acuity's         
outstanding stock options are to be exchanged for options upon RVSI's common    
stock in the same 0.766 to one ratio.                                           

The revised terms of the merger provide for a proportional reduction in the     
number of RVSI shares issuable to Acuity's stockholders if the price of RVSI's  
common stock measured over the 20 business days preceding consummation averages 
more than $14.50 per share.  Conversely, if the price of RVSI's common stock    
averages less than $10.00 per share during such 20 business day period, the     
number of RVSI shares issuable to Acuity's stockholders would be proportionately
increased.  In no event, however, will the number of RVSI shares issuable in the
proposed merger transaction be less than 1,500,000 shares or more than 2,500,000
shares.                                                                         

The prior merger terms, announced on April 24, 1995, contemplated that RVSI     
would issue 1.072 shares of its common stock for each Acuity share or           
approximately 2,638,420 shares of RVSI common stock in exchange for all of      
Acuity's outstanding shares, excluding shares issuable upon exercises of        
Acuity's outstanding stock options and other stock purchase rights.             

RVSI initiated renegotiation of the terms of the proposed merger upon receipt of
notification from Acuity that its financial results for its quarter ended July  
1, 1995 would be substantially below expectations.  Acuity now estimates that   
its revenues for the quarter ended July 1 will be approximately $4.1 million    
with a loss of approximately $500,000.                                          

Pat V. Costa, President and C.E.O. of RVSI said:  "Although Acuity's financial  
performance is below earlier expectations, we nevertheless remain pleased with  
the anticipated combination of RVSI's  technological leadership in 3-D machine  
vision with Acuity's outstanding 2-D machine vision technology, as well as with 
Acuity's progress in attempting to improve its operational performance."        

Consummation of the merger transaction is subject to receipt of fairness        
opinions and approval by the stockholders of both companies.                    

8-K
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RVSI designs, manufactures and markets 3-D machine-vision based inspection and  
measurement products.  Acuity designs, develops, manufactures and supplies 2-D  
machine vision systems to a diversity of markets.                               

# # # 

       CONTACT:  RVSI, Hauppauge, NY
                            Robert H. Walker, 516/273-9700

                              Acuity Imaging, Inc., Nashua, NH
                          John A. Rogers, 603/598-8400

                       Core Communications Group
                            Joshua Z. Levine, 516/487-8322

8-K
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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.                                           

                  ACUITY IMAGING, INC.

Date:  July 26, 1995                   /s/ John A. Rogers                       
                ------------------
            John A. Rogers
                Vice President and
                     Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		7/28/95
		7/26/95		4
		7/12/95		2
For Period End:		7/11/95		1
		7/1/95		2					10QSB
		4/24/95		2
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