8-K 1 h95624e8-k.txt TRUETIME, INC. DATED MARCH 27, 2002 -------------------------------------------------------------------------------- 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 EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): MARCH 27, 2002 TRUETIME, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-28473 94-3343279 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3750 WESTWIND BLVD. SANTA ROSA, CA 95403 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (707) 528-1230 -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On March 27, 2002, TrueTime, Inc. ("TrueTime") publicly announced that it has entered into a definitive merger agreement with Symmetricom, Inc. ("Symmetricom") pursuant to which Symmetricom will exchange 2.6 million shares of Symmetricom common stock and $5 million in cash, subject to certain possible downward adjustments relating to costs associated with the transaction, for all of the outstanding shares of TrueTime. In addition, under the terms of the agreement, all outstanding options issued under TrueTime's stock option plans that are "in-the-money" (options for an estimated 421,700 shares as of the date hereof) will be cashed out at the effective time of the merger based on the spread of option prices in relation to the closing price of Symmetricom stock and the per share cash consideration. The "out-of-the-money" options (options for an estimated 727,950 shares as of the date hereof) will terminate at such time. The "cash out" of "in-the-money" options is not an adjustment to the merger consideration to TrueTime stockholders. TrueTime will become a wholly owned subsidiary of Symmetricom. The consummation of the merger is subject to customary conditions, including approval of the stockholders of both companies. The proposed merger will be a taxable transaction. The foregoing is qualified in its entirety by reference to the Agreement and Plan of Merger, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the press release describing the transaction, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits:

2 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. Date: April 1, 2002 By: /s/ ELIZABETH A. WITHERS ------------------------------------- Elizabeth A. Withers President and Chief Executive Officer 3 INDEX TO EXHIBITS

TRUETIME INC 8-K