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Spectrum Control Inc – ‘8-K/A’ for 6/9/99

On: Wednesday, 6/9/99 · For: 6/9/99 · Accession #: 92769-99-13 · File #: 0-08796

  As Of                Filer                Filing    For·On·As Docs:Size

 6/09/99  Spectrum Control Inc              8-K/A:7     6/09/99    1:27K

Amendment to Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                           15     51K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Financial Statements, Pro Forma Financial Information and Exhibits
1	1st Page - Filing Submission
2	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

8-K/A 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, DC  20549     

FORM 8-K/A      
(Amendment No. 1 to Form 8-K Filed April 12, 1999)

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

June 9, 1999 (March 26,1999)    
Date of Report (Date of earliest event reported)  

Spectrum Control, Inc.          
(Exact name of registrant as specified in its charter)  

Pennsylvania                    0-8796                              25-1196447  
(State or other jurisdiction   (Commission                    (I.R.S. Employer  
of incorporation)             File Number)             Identification Number) 

8031 Avonia Road                             Fairview, Pennsylvania  16415  
(Address of Principal Executive Office)       

814 (835-1650)            
(Registrant's telephone number, including area code)      

6000 West Ridge Road                             Erie, Pennsylvania  16506  
(Former Name or Former Address, if Changed Since Last Report)     

The registrant, in order to provide the financial statements    
required to be included in the Current Report on Form 8-K dated 
April 12,, 1999 in connection with the acquisition by the       
registrant of substantially all of the assets of the Signal     
 Conditioning Products Division of AMP Incorporated, hereby amends
the following item of such Form 8-K as set forth in the pages   
attached hereto.                                                

8-K/A 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
Item 7. Financial Statements, Pro Forma Financial Information and               
Exhibits                                                        

         The financial statements and information in the following
table of contents and attached hereto are hereby filed with the                 
Commission in accordance with the above referenced item.                        

(a)     Financial Statements of Business Acquired               

                                                                            Page
Report of Independent Auditors                  

Statement of Assets Purchased and               
Liabilities Assumed of the Product Lines  
Acquired from AMP Incorporated as of      
December 31, 1998                         

Statements of Revenue and Direct Costs          
and Expenses of the Product Lines Acquired
from AMP Incorporated for the Years Ended 
December 31, 1998 and 1997                

Notes to Financial Statements                   

(b)     Unaudited Pro Forma Financial Information               

Pro Forma Financial Information                 

Pro Forma Statement of Income                   
for the Three Month Period Ended          
February 28, 1999 (Unaudited)             

Notes to Pro Forma Statement of                 
Income for the Three Month Period         
Ended February 28, 1999 (Unaudited)       

Pro Forma Statement of Income for the           
Year Ended November 30, 1998 (Unaudited)  

Notes to Pro Forma Statement of                 
Income for the Year Ended                 
November 30, 1998 (Unaudited)             

Pro Forma Balance Sheet as of                   
February 28, 1999 (Unaudited)             

Notes to Pro Forma Balance Sheet as of          
February 28, 1999 (Unaudited)             

8-K/A 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
(c)     Exhibits                                                

                                                       Exhibit
      Exhibit Description                             Number

        Asset Purchase Agreement, dated as of            2.1   *
March 26, 1999, by and between Spectrum         
Control, Inc., AMP Incorporated, AMP Danmark    
(an indirect subsidiary of AMP Incorporated),   
and the Whitaker Corporation (a wholly-owned    
subsidiary of AMP Incorporated).  Registrant    
agrees to furnish supplementally to the         
Commission, upon request, a copy of any         
omitted schedule.                               

*  Previously filed                             

8-K/A 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
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 thereunto duly authorized.                                          

                                    SPECTRUM CONTROL, INC.
                                    (Registrant)

Date:     June 9, 1999             By:          /s/ John P. Freeman             
                                     John P. Freeman, Vice President
                                     and Chief Financial Officer
                                   (Principal Accounting and
                                    Financial Officer)

8-K/A 5th Page of 15 TOC 1st Previous Next ↓Bottom Just 5th
Report of Independent Auditors                                                  

To the Board of Directors and Shareholders                                      
Spectrum Control, Inc.                                                          

  We have audited the accompanying statement of assets purchased and
liabilities assumed of the product lines acquired from AMP Incorporated         
as of December 31, 1998 and the related statements of revenue and direct        
costs and expenses of the acquired product lines for each of the two            
years in the period ended December 31, 1998.  These financial statements        
are the responsibility of the Company's management.  Our responsibility         
is to express an opinion on these financial statements based on our             
audits.                                                                         

We conducted our audits in accordance with generally accepted   
auditing standards.  Those standards require that we plan and perform           
the audits to obtain reasonable assurance about whether the financial           
statements are free of material misstatement. An audit includes                 
examining, on a test basis, evidence supporting the amounts and                 
disclosures in the financial statements.  An audit also includes                
assessing the accounting principles used and significant estimates made         
by management, as well as evaluating the overall financial statement            
presentation.  We believe that our audits provide a reasonable basis for        
our opinion.                                                                    

  As discussed in Note 1, the accompanying financial statements have
been prepared solely to present the assets purchased and liabilities            
assumed of the product lines acquired by Spectrum Control, Inc. from AMP        
Incorporated as of December 31, 1998, and the revenue and direct costs          
and expenses of the acquired product lines for the years ended December         
31, 1998 and 1997, for the purpose of complying with the requirements of        
the Securities and Exchange Commission (for inclusion in the Current            
Report on Form 8-K/A of Spectrum Control, Inc.) and are not intended to         
be a complete presentation of the financial position and results of             
operations of the acquired product lines.                                       

  In our opinion, the financial statements referred to above present
fairly, in all material respects, the assets purchased and liabilities          
assumed of the product lines acquired from AMP Incorporated as of               
December 31, 1998, and the revenue and direct costs and expenses of the         
acquired product lines for each of the two years in the period ended            
December 31, 1998, in conformity with generally accepted accounting             
principles.                                                                     

                                                  Ernst & Young  LLP

Pittsburgh, Pennsylvania                                                        
May 21, 1999                                                                    

8-K/A 6th Page of 15 TOC 1st Previous Next ↓Bottom Just 6th
                                                                [Download Table]
Statement of Assets Purchased and Liabilities Assumed                   
     of the Product Lines Acquired from AMP Incorporated                
December 31, 1998                                                       
(Dollar Amounts in Thousands)                                           

                                                                        
Assets                                                                  
                                                                        
     Accounts receivable                                  $     1,053   
     Inventories (Note 3)                                       7,224   
          Total current assets                                  8,277   

     Property, plant and equipment, net (Note 4)                5,940   

          Total assets                                    $    14,217   

Liabilities                                                             

     Short-term debt (Note 5)                             $       211   
     Accounts payable                                             434   
     Accrued salaries and wages                                   393   
          Total current liabilities                             1,038   

Net Assets Purchased                                      $    13,179   

<FN>                                                                    
The accompanying notes are an integral part of the financial statements.

8-K/A 7th Page of 15 TOC 1st Previous Next ↓Bottom Just 7th
Statements of Revenue and Direct Costs and Expenses                             
of the Product Lines Acquired from AMP Incorporated                   
For the Years Ended December 31, 1998 and 1997                                  
(Dollar Amounts in Thousands)                                                   

                                                                [Download Table]


                                                1998            1997    
                                                                        
Revenue                                     $   23,589      $   24,831  

Direct costs and expenses                                               
     Cost of products sold                      19,437          21,264  
     Selling, general and                                               
      administrative expenses                    3,168           3,399  
     Interest expense                              170             150  

          Total direct costs and expenses       22,775          24,813  

Excess of revenue over direct costs and                                 
     expenses                               $      814      $       18  

<FN>                                                                    
The accompanying notes are an integral part of the financial statements.

8-K/A 8th Page of 15 TOC 1st Previous Next ↓Bottom Just 8th
Notes to Financial Statements                                                   

1.  Basis of Presentation                                                       

On March 26, 1999, Spectrum Control, Inc. (the "Company")       
acquired substantially all of the assets of the Signal Conditioning             
Products Division ("SCPD") of AMP Incorporated ("AMP").  The assets             
acquired relate directly and exclusively to the manufacture and sale            
of ceramic-based electromagnetic interference filters, capacitive               
film and Quietshield gaskets (the "Product Lines Acquired").                    

SCPD was not a legal entity and, except for product line        
revenue and certain direct costs and expenses, no separate financial            
statements were prepared.  The assets and liabilities associated                
with SCPD were components of a larger business unit.  Accordingly,              
other than inventory and certain accounts receivable and equipment,             
the assets and liabilities of SCPD were not identified or maintained            
in separate accounts.  In addition, SCPD did not maintain its own               
cash accounts.  Under AMP"s centralized cash management system, cash            
requirements of SCPD were generally provided directly by AMP, and               
cash generated by SCPD was generally remitted directly to AMP.                  
Transaction systems used to record and account for cash                         
disbursements were provided by centralized AMP organizations outside            
the defined scope of SCPD.  Most of these corporate systems were not            
designed to separately identify assets, liabilities, receipts, or               
payments on a business specific basis.  Given these constraints,                
balance sheets of SCPD and related statements of operations and cash            
flows have not been presented.                                                  

The accompanying Statement of Assets Purchased and Liabilities  
Assumed and Statements of Revenue and Direct Costs and Expenses of              
the Product Lines Acquired reflect AMP's historical book values,                
adjusted downward to net realizable value where appropriate. These              
financial statements are not intended to be a complete presentation             
of the financial position and results of operations of the Product              
Lines Acquired.  The accompanying financial statements were prepared            
solely to comply with the requirements of the Securities and                    
Exchange Commission (for inclusion in the Company's Current Report              
on Form 8-K/A).                                                                 

Certain direct expenses incurred by AMP and SCPD on behalf of   
the Product Lines Acquired have been allocated to the Product Lines             
Acquired on various bases which, in the opinion of management, are              
reasonable.  However, such expenses are not necessarily indicative              
of the level of expenses which might have been incurred had the                 
Product Lines Acquired been operated as a separate company.  The                
accompanying Statements of Revenue and Direct Costs and Expenses of             
the Product Lines Acquired do not include allocations of certain AMP            
and SCPD overhead, general and administrative expenses, interest                
expense, and income taxes as it is impracticable to arbitrarily                 
allocate such expenses on a retroactive basis.                                  

2.  Summary of Significant Accounting Policies                                  

Fair Value of Financial Instruments                             

  The carrying amounts of accounts receivable, accounts payable, and
accrued liabilities approximate fair value due to the short-term                
maturities of these assets and liabilities. The interest rates on               
bank borrowings are adjusted regularly to reflect current market                
rates.  Accordingly, the carrying amount of short-term debt also                
approximates fair value.                                                        

Inventories                                                     

Inventories are valued at the lower of cost or market, with cost
for raw materials, work-in-process and finished goods at standard               
cost, which approximates the first-in, first-out basis.                         

Property, Plant and Equipment                                   

  Property, plant and equipment are stated at cost.  Depreciation is
computed over the estimated useful lives of the assets using the                
straight-line method.  Expenditures for maintenance and repairs are             
expensed as incurred; major replacements, renewals and betterments              
are capitalized and depreciated over their estimated useful lives.              

Foreign Currency Translation                                    

The accompanying financial statements include the activity of   
SCPD's Denmark operations. The assets purchased and liabilities                 
assumed of the Denmark operations have been translated into U.S.                
Dollars using December 31, 1998 exchange rates. Revenue and expense             
amounts of these operations have been translated at average exchange            
rates prevailing during the period.                                             

Revenue Recognition                                             

Product sales are recorded at the time of shipment.  Service    
revenues are recorded when the related services are performed.                  

Pensions                                                        

AMP has noncontributory defined benefit pension plans covering  
substantially all U.S. employees, including the employees of SCPD.              
The benefits of these plans are based primarily on employees' years             
of service and employees' compensation during the last years of                 
employment.  The cost of these plans for active employees was                   
assigned to the Product Lines Acquired based on the respective                  
product lines' number of employees and sales.                                   

Estimates                                                       

 The preparation of the accompanying financial statements requires
management to make estimates and assumptions that affect the reported           
amounts of assets and liabilities at the date of the financial                  
statements and the reported amounts of revenue and expenses during              
the reporting period.  Actual results may differ from those                     
estimates.                                                                      

3.  Inventories                                                                 

At December 31, 1998, inventories consist of the following      
(in thousands):                                                         

Finished goods                      $   2,013   
Work-in-process                         3,095   
Raw materials                           2,116   

                                 $   7,224

4.  Property, Plant and Equipment                                               

  At December 31, 1998, property, plant and equipment consist of the
following (in thousands):                                               

Land                                $      61   
Buildings and improvements              5,464   
Machinery and equipment                10,067   
                                    15,592
Less accumulated depreciation           9,652   

                                 $   5,940

For the years ended December 31, 1998 and 1997, depreciation expense            
was $1,025,000 and $794,000, respectively.                                      

5. Short-Term Debt                                                              

At December 31, 1998, short-term debt consists of $211,000      
(1,350,000 DKK) of unsecured line of credit borrowings from the Den             
Danske Bank of Copenhagen, Denmark.  Borrowings under the line of               
credit are payable upon demand and bear interest at or below the                
prevailing prime rate.                                                          

6. Major Customer                                                               

The accompanying financial statements reflect revenues from a   
single customer, an original equipment manufacturer of                          
telecommunication equipment, which represented approximately 19% of             
total revenue in 1998 and 1997.                                                 

7. Related Party Transactions                                                   

The accompanying Statements of Revenue and Direct Costs and     
Expenses of the Product Lines Acquired include significant                      
allocations of costs for functions and services (such as finance and            
accounting, management information services, human resources, and               
purchasing) that were provided to SCPD by centralized AMP                       
organizations outside the defined scope of SCPD. The costs of these             
functions and services have been allocated to the Product Lines                 
Acquired using methods that management believes are reasonable.  Such           
allocations are not necessarily indicative of the costs that would              
have been incurred if the Product Lines Acquired had been a separate            
entity.  For the years ended December 31, 1998 and 1997, total                  
allocated costs and expenses consist of the following:                          

                         1998           1997
Selling, general and                                            
administrative expenses        $     279      $     745       

During 1998 and 1997, SCPD purchased certain materials and sold 
certain products to AMP affiliated companies.  In connection with               
this activity, the Company and AMP have entered into a mutual supply            
agreement under which AMP and its affiliates may purchase filtered              
connectors from the Company and the Company may purchase connector              
products and materials from AMP.                                                

8. Impact of Year 2000 (Unaudited)                                              

Some computer programs were written using two digits rather than
four digits to define the applicable year.  As a result, those                  
computer programs have time-sensitive software that recognizes a date           
using "00" as the year 1900 rather than the year 2000.  This could              
cause a system failure or miscalculations causing disruptions of                
operations, including, among other things, a temporary inability to             
process transactions, send invoices, or engage in similar normal                
business activities.                                                            

SCPD's computer systems are in the process of being integrated  
with those of the Company.  The Company is substantially complete               
with the full implementation of all remediated systems and expects to           
have SCPD fully integrated by September 1999.  Should Year 2000                 
compliance not be achieved in a timely manner, the Company's                    
operations could be adversely affected.  For further information on             
the state of readiness refer to the Company's Form 10-Q for the                 
quarter ended February 28, 1999.                                                

8-K/A 9th Page of 15 TOC 1st Previous Next ↓Bottom Just 9th
Pro Forma Financial Information                                                 

      On March 26, 1999, Spectrum Control, Inc. ("Spectrum")
acquired substantially all of the assets and assumed certain liabilities        
of the Signal Conditioning Products Division ("SCPD") of AMP                    
Incorporated ("AMP").  Pursuant to an Asset Purchase Agreement, Spectrum        
acquired AMP's ceramic filter manufacturing technology, electromagnetic         
interference ("EMI") product lines, and related assets.  The assets             
acquired include inventories, equipment, tooling, intellectual property,        
and certain accounts receivable, land and buildings.  The cash purchase         
price was approximately $20.3 million.  Financing for the transaction           
was provided by Spectrum's primary lending institution through a $20.0          
million six year term loan.  The transaction will be accounted for using        
the purchase method of accounting.                                              

          The following unaudited pro forma statements of income for
the three months ended February 28, 1999 and the year ended November 30,        
1998 assume that the acquisition was consummated at the beginning of the        
respective periods.  The following unaudited pro forma balance sheet as         
of February 28, 1999 was prepared assuming the acquisition occurred on          
February 28, 1999.                                                              

            The unaudited pro forma adjustments are based on preliminary
assumptions of the allocation of the purchase price and are subject to          
revision upon final settlement of all purchase price adjustments and the        
completion of evaluations and other studies of the fair value of all            
assets acquired and liabilities assumed.  Actual purchase accounting            
adjustments may differ from the pro forma adjustments presented herein,         
although subsequent changes, if any, are not expected to be material.           

          The unaudited pro forma statements of income for the three
months ended February 28, 1999 and the year ended November 30, 1998             
include adjustments for depreciation, amortization of goodwill, and             
interest expense based upon the preliminary allocated cost of the               
acquisition and its related financing.  Pro forma adjustments have not          
been made to reflect manufacturing cost savings which management                
believes can be realized upon the combination of Spectrum's                     
manufacturing operations and that of SCPD or reduced general and                
administrative expenses which management expects to be realized from the        
planned integration of administrative functions.  In addition, the              
historical unaudited statements of SCPD do not include allocations of           
all corporate overhead and financing costs incurred by AMP on behalf of         
SCPD.  Accordingly, the unaudited pro forma statements of income are not        
necessarily indicative of the results that actually would have occurred         
if the acquisition had been effective since the assumed dates, nor are          
the statements necessarily indicative of future combined financial              
position or earnings.                                                           

           The unaudited pro forma financial statements should be read
in conjunction with the consolidated financial statements of Spectrum           
Control, Inc. as filed with the Securities and Exchange Commission in           
its Form 10-K for the year ended November 30, 1998 and Current Report on        
Form 10-Q for the three months ended February 28, 1999.                         

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                                                                [Download Table]
Spectrum Control, Inc.                                                         
Pro Forma Statement of Income                                                  
For the Three Month Period Ended February 28 1999                              
Dollar Amounts in Thousands, Except Per Share Data                             
(Unaudited)                                                                    


                                    Historical        Pro Forma                
                               Spectrum      SCPD    Adjustments    Pro Forma  
                                              (a)                              

                                                                               
Net sales                 $    15,325   $ 3,800   $       -        $    19,125 

Cost of products sold          10,913     2,915         (114) (b)       13,714 

Gross margin                    4,412       885          114             5,411 

Selling, general and                                                           
 administrative expense         2,980       594          167  (c)        3,741 

Income from operations          1,432       291          (53)            1,670 

Other income (expense)                                                         
 Interest expense                 (53)      (43)        (357) (d)         (453)
 Other income and expense, net     11      (120)          -               (109)
                                  (42)     (163)        (357)             (562)

Income before provision                                                        
 for income taxes               1,390       128         (410)            1,108 

Provision for income taxes        527        48         (154) (e)          421 

Net income                $       863   $    80   $     (256)      $       687 

Earnings per common share:                                                     
 Basic                    $      0.08                              $      0.06 
 Diluted                  $      0.08                              $      0.06 

Weighted average shares                                                        
 outstanding               10,887,000                               10,887,000 

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Spectrum Control, Inc.                                                         
Notes to Unaudited Pro Forma Statement of Income                               
For the Three Month Period Ended February 28, 1999                             

    (a) Represents the revenue and direct costs and expenses of the            
        Product Lines Acquired from AMP for the three month period             
        ended February 28, 1999, prepared on a basis consistent with           
        the Statements of Revenue and Direct Costs and Expenses                
        included in Item 7(a) of this Form 8-K/A.                              

    (b) Reflects reduced depreciation expense from recording the               
        acquired fixed assets at fair value.  Buildings and                    
        improvements will be depreciated on a straight-line basis              
        over a 20 year period.  Other fixed assets will be                     
        depreciated over periods ranging from 3 to 6 years.                    

    (c) Reflects the amortization of goodwill and patents recognized           
        in connection with the acquisition of SCPD.  Goodwill will             
        be amortized on a straight-line basis over a 20 year period.           
        Patents will be amortized on a straight-line basis over                
        periods ranging from 10 to 17 years.  Deferred debt issuance           
        costs, incurred in connection with securing the acquisition            
        financing, will be amortized ratably over the term of the              
        related indebtedness (6 years).                                        

    (d) Reflects increased interest expense arising from bank                  
        borrowings of $20.0 million to finance the acquisition,                
        assuming an applicable interest rate of 8.00%.                         

    (e) Adjustment to income tax provision to reflect the                      
        approximate effective tax rate of Spectrum on the pro forma            
        results.                                                               

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                                                                [Download Table]
Spectrum Control, Inc.                                                         
Pro Forma Statement of Income                                                  
For the Year Ended November 30, 1998                                           
Dollar Amounts in Thousands, Except Per Share Data                             
(Unaudited)                                                                    


                                    Historical        Pro Forma                
                               Spectrum      SCPD    Adjustments    Pro Forma  
                                              (a)                              

                                                                               
Net sales                 $    59,868   $23,589   $      -         $    83,457 

Cost of products sold          41,584    19,437         (456) (b)       60,565 

Gross margin                   18,284     4,152          456            22,892 

Selling, general and                                                           
 administrative expense        11,822     3,168          665  (c)       15,655 

Income from operations          6,462       984         (209)            7,237 

Other income (expense)                                                         
 Interest expense                (228)     (170)      (1,430) (d)       (1,828)
 Other income and expense, net     85       -            -                  85 
                                 (143)     (170)      (1,430)           (1,743)

Income before provision                                                        
 for income taxes               6,319       814       (1,639)            5,494 

Provision for income taxes      2,385       -          (311) (e)         2,074 

Net income                $     3,934   $   814   $  (1,328)      $      3,420 

Earnings per common share:                                                     
 Basic                    $      0.36                              $      0.31 
 Diluted                  $      0.36                              $      0.31 

Weighted average shares                                                        
 outstanding               10,907,000                               10,907,000 

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Spectrum Control, Inc.                                                         
Notes to Unaudited Pro Forma Statement of Income                               
For the Year Ended November 30, 1998                                           

    (a) Represents the revenue and direct costs and expenses of the            
        Product Lines Acquired from AMP for the year ended December            
        31, 1998,  as included in Item 7(a) of this Form 8-K/A.                

    (b) Reflects reduced depreciation expense from recording the               
        acquired fixed assets at fair value.  Buildings and                    
        improvements will be depreciated on a straight-line basis              
        over a 20 year period.  Other fixed assets will be                     
        depreciated over periods ranging from 3 to 6 years.                    

    (c) Reflects the amortization of goodwill and patents recognized           
        in connection with the acquisition of SCPD.  Goodwill will             
        be amortized on a straight-line basis over a 20 year period.           
        Patents will be amortized on a straight-line basis over                
        periods ranging from 10 to 17 years.  Deferred debt issuance           
        costs, incurred in connection with securing the acquisition            
        financing, will be amortized ratably over the term of the              
        related indebtedness (6 years).                                        

    (d) Reflects increased interest expense arising from bank                  
        borrowings of $20.0 million to finance the acquisition,                
        assuming an applicable interest rate of 8.00%.                         

    (e) Adjustment to income tax provision to reflect the                      
        approximate effective tax rate of Spectrum on the pro forma            
        results.                                                               

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                                                                [Download Table]
Spectrum Control, Inc.                                                         
Pro Forma Balance Sheet                                                        
February 28, 1999                                                              
Dollar Amounts in Thousands                                                    
(Unaudited)                                                                    


                                    Historical        Pro Forma                
                               Spectrum      SCPD    Adjustments    Pro Forma  

                                                                               
ASSETS                                                                         

Current assets                                                                 
  Cash and cash equivalents   $      43   $     -     $     -          $     43
  Accounts receivable, net       11,342       2,801      (1,815) (a)     12,328
  Inventories                    13,990       8,441      (2,916) (b)     19,515
  Prepaid expenses and other                                                   
   current assets                 1,024         171        (171) (a)      1,024
     Total current assets        26,399      11,413      (4,902)         32,910

Property, plant and                                                            
 equipment, net                  16,246       6,327      (2,286) (b)     20,287

Other assets                                                                   
  Goodwill                        2,576       1,044      11,238  (f)     14,858
  Patents and patent rights         247         -           100  (b)        347
  Debt issuance costs               158         -           260  (e)        418
  Other                             503         105        (105) (a)        503
    Total other assets            3,484       1,149      11,493          16,126

    Total assets              $  46,129   $  18,889   $   4,305        $ 69,323

LIABILITIES AND STOCKHOLDERS' EQUITY                                           

Current liabilities                                                            
  Short-term debt             $     400   $     317   $     -         $    717 
  Account payable                 3,698         662        (162) (a)     4,198 
  Accrued expenses                2,074       1,598         779  (c)     4,451 
  Current portion of                                                           
   long-term debt                   812         -           909  (d)     1,721 
    Total current liabilities     6,984       2,577       1,526         11,087 

Long-term debt                    2,481         -        19,091  (d)    21,572 

Deferred income taxes             2,132         -           -            2,132 

Stockholders' equity                                                           
  Common stock                   14,470         -           -           14,470 
  Retained earnings              20,661         -           -           20,661 
  Treasury stock                   (294)        -           -             (294)
  Foreign currency                                                             
   translation adjustment          (305)        -           -             (305)
  Net assets of SCPD                -        16,312     (16,312) (g)       -   
    Total stockholders' equity   34,532      16,312     (16,312)        34,532 

    Total liabilities and                                                      
     stockholders' equity     $  46,129   $  18,889   $   4,305       $ 69,323 

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Spectrum Control, Inc.                                                         
Notes to Unaudited Pro Forma Balance Sheet                                     
February 28, 1999                                                              

                The unaudited balance sheets of Spectrum and SCPD as of        
February 28, 1999 have been combined to reflect the pro forma impact of        
the acquisition of SCPD by Spectrum as if the transaction had occurred         
on February 28, 1999.                                                          

                The following is a summary of the adjustments reflected in     
the unaudited pro forma balance sheet:                                         

    (a) Eliminate SCPD assets not acquired by and liabilities not              
        assumed by Spectrum.                                                   

    (b) Adjust historical cost of acquired assets to estimated fair            
        value on the date of acquisition.                                      

    (c) Record acquisition related costs.                                      

    (d) Record term loan used to finance the acquisition.                      

    (e) Record deferred debt issuance costs incurred in connection             
        with the acquisition financing.                                        

    (f) Record the amount by which the purchase price, including               
        acquisition related costs, exceeds the fair market value of            
        assets acquired less liabilities assumed.                              

    (g) Eliminate net assets of SCPD.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K/A’ Filing	Date	First	Last	Other Filings

	6/10/99
Filed on / For Period End:	6/9/99	1	4
	5/21/99	5
	4/12/99	1		8-K
	3/26/99	3	9	8-K
	2/28/99	2	15	10-Q
	12/31/98	2	13
	11/30/98	2	13	10-K, DEF 14A
	12/31/97	2	8
				List all Filings

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Filing Submission 0000092769-99-000013 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Spectrum Control Inc – ‘8-K/A’ for 6/9/99

On: Wednesday, 6/9/99 · For: 6/9/99 · Accession #: 92769-99-13 · File #: 0-08796

Previous ‘8-K’: ‘8-K’ on 4/12/99 for 3/26/99 · Next: ‘8-K’ on / for 6/19/03 · Latest: ‘8-K’ on 6/6/11 for 6/1/11

Amendment to Current Report — Form 8-KFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Current Report — Form 8-K
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