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ROPER INDUSTRIES, INC.
 

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

August 1, 2002

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

ROPER INDUSTRIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE

(STATE OR OTHER JURISDICTION OF INCORPORATION)
   
1-12273 51-0263969
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
   
160 BEN BURTON ROAD, BOGART, GEORGIA 30622
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(706) 369-7170

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A

(FORMER ADDRESS)

 

 

     
ITEM 5.   OTHER EVENTS

On August 1, 2002, Roper Industries, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1.

     
ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
     
(a)   Financial Statements of Business Acquired
 
    Not Applicable
 
(b)   Pro Forma Financial Statements
 
    Not Applicable
 
(c)   Exhibits
 
    99.1 Press Release of the Company dated August 1, 2002.

 

 

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.

               
  Roper Industries, Inc.            
 
           
            (Registrant)            
             
BY:    /s/ Shanler D. Cronk          
 
           
       Shanler D. Cronk, Vice President,
     General Counsel and Secretary 		  Date: August 1, 2002

 

EXHIBIT INDEX

     
Exhibit No.   Description
 
99.1   Press Release of the Company dated August 1, 2002 


Exhibit 99.1


                ROPER INDUSTRIES, INC. ACQUIRES THREE COMPANIES

                    -- COMMENTS ON THIRD QUARTER OUTLOOK --

BOGART, GEORGIA, AUGUST 1, 2002 ... Roper Industries, Inc. (NYSE: ROP) today
announced that it has separately acquired three businesses with combined
revenues of approximately $60 million for an aggregate investment of
approximately $63 million. Each of these acquisitions provides a synergistic
opportunity for Roper and is expected to be accretive to Roper's fiscal 2003
earnings.

"The acquisitions announced today reflect the continuation of Roper's
successful strategy of creating shareholder value by acquiring attractive niche
market leaders and improving them," said Mr. Brian Jellison, Roper Industries
President and Chief Executive Officer. "These companies have unique
technologies, are well-positioned in their markets and provide immediate
synergistic benefits to our existing platforms. As part of Roper, they will
help expand our leadership in the global market for engineered products and
solutions, and contribute to our bottom line results."

Specifically, Roper closed the acquisitions of:

- -        All outstanding shares of ZETEC, INC., a leading global supplier of
         non-destructive inspection solutions and consumables using eddy
         current technology, primarily for use in power generating facilities,
         for $26 million of cash and $30 million of assumed debt. Founded in
         1969, the company is expected to produce $50 million of revenues in
         its first year with Roper, and the purchase price represents 5.6 times
         first year expected EBITDA. Zetec is based in Issaquah, Washington.
         Mr. Jellison added, "Zetec is a strong performer with a stable base
         business, high recurring revenues and excellent growth prospects. Its
         engineered solutions, applications expertise and customer service
         orientation make it the leader in its primary market and serve as a
         strong platform for continued growth in a broad range of industrial
         applications. Our support will help Zetec to realize its growth plans
         and financial potential."

- -        All outstanding shares of AI CAMBRIDGE LTD. ("QUALITEK"), a designer
         and manufacturer of leak detection equipment and systems for medical,
         pharmaceutical, food, packaging and automotive industries, primarily
         in Europe. Based in Cambridge, England, Qualitek is expected to have
         revenues of $9 million in the first 12 months under Roper's ownership.
         Mr. Jellison said, "Qualitek is a perfect complement for our
         Houston-based Uson leak detection business. The combination of these
         two leading brands will expand our geographic reach and applications
         expertise, and enable us to better serve customers worldwide through
         improved distribution and collaborative product development efforts."





Exhibit 99.1

- -        DUNCAN TECHNOLOGIES, INC., an innovative designer and manufacturer of
         high-quality digital cameras for a variety of markets including
         machine vision, remote sensing and traffic monitoring. DuncanTech is
         based in Auburn, California. Mr. Jellison said, "DuncanTech's
         technological leadership in color processing and 3-CCD optics produce
         superior image quality. We plan to fully integrate DuncanTech into our
         Redlake MASD operations, leveraging this advanced technology
         throughout our industrial camera products."

The Company expects to report Zetec within its Industrial Controls Segment, and
Qualitek and DuncanTech within its Analytical Instrumentation Segment.

THIRD QUARTER COMMENTS

Roper announced today that it expects its results for the fiscal third quarter
ended July 31, 2002 to exceed results for the year-ago quarter, and, excluding
a one-time euro debt conversion charge of $0.08 per share, to fall within its
previous earnings per share guidance in the mid-fifty cent range. This update
reflects encouraging performance in the Company's Fluid Handling and Industrial
Controls Segments, expected performance in the non-imaging portion of the
Analytical Instrumentation Segment, weakness in semiconductor and life science
imaging markets, and the benefit of a reduction in the Company's effective tax
rate for fiscal 2002. The Company announced its full-year effective tax rate
will decline 300 basis points to 31.0%. This change was reviewed and confirmed
in conjunction with the Company's preparation and recent filing of its
principal 2001 income tax returns.

"We are taking many steps to improve our imaging business - the DuncanTech
acquisition is just one example," said Mr. Jellison. "Roper continues to grow
and execute its business strategy despite difficult economic conditions. This
gives us considerable confidence as we work to further enhance our operating
efficiency in the short term and position Roper and our businesses to
capitalize on the additional opportunities that will come as conditions
improve."

INVESTOR PRESENTATION

Roper is presenting at Banc of America Securities Electrical Equipment &
Multi-Industry Conference on Friday, August 2, at the Southampton Inn, located
at 91 Hill Street, Southampton, New York. A copy of the presentation will be
made available on the Company's website at www.roperind.com. Information
regarding the webcast of the presentation can also be found on the Company's
website.


For additional information on Roper Industries, and to register to receive
Company press releases via e-mail, visit the Company's website at
www.roperind.com.

The information provided in this news release, in Company filings with the
Securities and Exchange





Exhibit 99.1

Commission, including its Annual Report on Form 10-K for the year ended October
31, 2001, and in other press releases and public disclosures, contain
forward-looking statements about the Company's expected business outlook and
future prospects. These forward-looking statements involve numerous risks and
uncertainties that are beyond the Company's ability to control or predict. Such
risks and uncertainties include, but are not limited to, the following: the
level and timing of future business with Gazprom and other Eastern European
customers; unfavorable changes in foreign exchange rates; difficulties
associated with exports; risks associated with the Company's international
operations; difficulty completing acquisitions and successfully integrating
acquired businesses; increased product liability and insurance risks and costs;
increased warranty exposure; future competition; changes in the supply of, or
price for, raw materials, parts and components; environmental compliance costs
and liabilities; and potential write-offs of substantial intangible assets.

There is no assurance that these and other risks and uncertainties will not
have an adverse impact on the Company's future operations, financial condition
or financial results. The Company believes that these forward-looking
statements are reasonable; however, undue reliance should not be placed on any
forward-looking statements, which are only predictions and are not guarantees
of performance. Further, forward-looking statements speak only as of the date
they are made, and the Company does not undertake an obligation to update
publicly any forward-looking statements in light of new information or future
events.

Roper Industries, Inc. is an international manufacturer of analytical
instrumentation, Industrial controls and fluid handling products.

Contact:    Christopher M. Hix
            Director of Investor Relations
            +1 (706) 369-7170
            investor_relations@roperind.com