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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 3, 2010
LECROY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-26634 | 13-2507777 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 700 Chestnut Ridge Road Chestnut Ridge, New York |
10977 | |||
| (Address of principal executive offices) |
(Zip Code) | |||
Registrant’s telephone number, including area code: (845) 425-2000
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-e4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 4, 2010, LeCroy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the several Underwriters named in the Underwriting Agreement (the “Underwriters”) for which Needham & Company, LLC is acting as representative, relating to an underwritten public offering of 2,600,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share. All of the Shares are being sold by the Company. The offering price to the public is $8.25 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $7.7385 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 390,000 shares of common stock.
The Shares will be issued pursuant to a shelf registration statement, as amended, that the Company filed with the Securities and Exchange Commission, which became effective on October 6, 2010 (File No. 333-169572). A prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission. The closing of the offering is expected to take place on November 9, 2010, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the legal opinion and consent of Bingham McCutchen LLP relating to the Shares is attached as Exhibit 5.1 hereto.
| Item 8.01. | Other Events. |
The Company issued press releases on November 3, 2010 and November 4, 2010 announcing the launch and pricing of the public offering. These press releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively, hereto and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| EXHIBIT |
DESCRIPTION | |
| 1.1 | Underwriting Agreement, dated November 4, among the Company and the several Underwriters named therein for which Needham & Company, LLC is acting as representative | |
| 5.1 | Opinion of Bingham McCutchen LLP | |
| 23.1 | Consent of Bingham McCutchen LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated November 3, 2010 | |
| 99.2 | Press Release, dated November 4, 2010 | |
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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.
| LECROY CORPORATION, a Delaware corporation | ||||||
| Date: November 4, 2010 | By: | /S/ SEAN B. O’CONNOR | ||||
| Sean B. O’Connor Vice President, Finance, Chief Financial Officer, Secretary and Treasurer | ||||||
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EXHIBIT INDEX
| EXHIBIT |
DESCRIPTION | |
| 1.1 | Underwriting Agreement, dated November 4, among the Company and the several Underwriters named therein for which Needham & Company, LLC is acting as representative | |
| 5.1 | Opinion of Bingham McCutchen LLP | |
| 23.1 | Consent of Bingham McCutchen LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated November 3, 2010 | |
| 99.2 | Press Release, dated November 4, 2010 | |
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