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): August 30, 2005
PARLEX CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts
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0-12942
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04-2464749 |
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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ONE PARLEX PLACE, METHUEN, MA
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01844 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (978) 685-4341.
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 1 to the Agreement and Plan of Merger
Parlex Corporation (the Company), a Massachusetts corporation, has agreed with Johnson Electric
Holdings Limited, a Bermuda corporation (JE Holdings), J.E.C. Electronics Sub One, Inc., a
Massachusetts corporation that is wholly-owned by one or more wholly-owned subsidiaries of JE
Holdings (Parent), and J.E.C. Electronics Sub Two, Inc., a Massachusetts corporation that is
wholly-owned by Parent (Purchaser), to amend the Agreement and Plan of Merger, dated as of August
18, 2005 (the Merger Agreement). Subject to the terms of Amendment No. 1 to the Merger
Agreement, dated as of August 24, 2005 (the Amendment), JE Holdings, Parent, Purchaser and the
Company agreed to amend Section 8.1(b) of the Merger Agreement to specify that the Termination
Date is January 15, 2006.
The foregoing description of the Amendment does not purport to be complete and is qualified in its
entirety by reference to the full text of the Amendment filed as Exhibit 2.2 and incorporated
herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) The following Exhibit is filed as part of this report:
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2.2 |
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Amendment No. 1 to the Agreement and Plan of Merger, dated as of August
24, 2005 among Johnson Electric Holdings Limited, J.E.C. Electronics Sub One, Inc.,
J.E.C. Electronics Sub Two, Inc., and Parlex Corporation |