Parlex Corporation
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): November 10, 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
Introductory Note
On November 10, 2005, Parlex Corporation (the Company) completed its merger (the Merger) with
Johnson Electric Holdings Limited (JE Holdings) pursuant to the Agreement and Plan of Merger,
dated August 18, 2005, as amended as of August 24, 2005 (the Merger Agreement), among the
Company, JE Holdings, J.E.C. Electronics Sub One, Inc. (Parent), and J.E.C. Sub Two, Inc.
(Purchaser).
Section 1
Registrants Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
1. Credit Facility
On November 10, 2005, in connection with the Merger, the Company entered into an amendment (the
Amendment) of the Companys existing credit facility with Silicon Valley Bank (the Bank).
Pursuant to the terms of the Amendment, the Bank consented to the Merger and the transactions
contemplated thereby, reduced the interest rate applicable to outstanding borrowings, and modified
certain financial and other covenants applicable to the Company.
Item 1.02. Termination of a Material Definitive Agreement.
1. Equity Incentive Plans
On November 10, 2005, in connection with the Merger, the Company terminated each of its 1989
Employees Stock Option Plan, as amended, 1989 Outside Directors Stock Option Plan, as amended,
1996 Outside Directors Stock Option Plan, and its 2001 Employees Stock Option Plan (collectively
the Equity Incentive Plans). Under the Equity Incentive Plans, awards or options to purchase
shares of the Companys common stock, par value $0.10 per share (the Company Common Stock), were
granted to key employees and outside directors of the Company. Such options were either incentive
stock options or nonqualified stock options, and the option price generally was at least equal to
the fair value of the Company Common Stock on the date of grant. Generally, options were granted
for a tenyear term and were subject to a four or fiveyear vesting schedule.
Section 3
Securities and Trading Markets
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
In connection with the closing of the Merger, the Company notified The Nasdaq Stock Market
(the NASDAQ) on November 10, 2005 that each share of Company Common Stock was canceled and
automatically converted into the right to receive $6.75 in cash, without interest, and requested
that NASDAQ delist the Companys Common Stock.
Item 3.03. Material Modification to Rights of Security Holders.
Pursuant to the Merger Agreement, each share of Company Common Stock and the Companys Series A
Convertible Preferred Stock (Preferred Stock) issued and outstanding immediately prior to the
effective time of the Merger was canceled and automatically converted into the right to receive
$6.75 per share in cash for Common Stock and $80.00, plus any accrued but unpaid dividends as of
November 10, 2005, per share in cash for Preferred Stock, each without interest and less any
required withholding taxes.
Section 5
Corporate Governance and Management
Item 5.01. Change in Control of Registrant.
On November 10, 2005, pursuant to the terms of the Merger Agreement, JE Holdings, a Bermuda
corporation, acquired the Company, a Massachusetts corporation, through the merger of Purchaser
with and into the Company. The Company was the surviving corporation in the Merger. As a result
of the Merger, the Company is 100% owned by JE Holdings. JE Holdings is a widely-held public
company listed on the Hong Kong Stock Exchange and is a constituent of the Hang Seng Index.
The aggregate purchase price paid for the Company was approximately $74.6 million, including
assumption of the Companys convertible and nonconvertible debt, net of cash, equaling
approximately $27.5 million. Under terms of the Merger Agreement and the terms of the Preferred
Stock, holders of the Companys Common Stock are entitled to receive $6.75 per share in cash for
Common Stock and $80.00, plus any accrued but unpaid dividends as of November 10, 2005, per share
in cash for Preferred Stock, each without interest and less any required withholding taxes.
The aggregate purchase price and related fees and expenses were funded by JE Holdings cash
reserves.
A copy of the press release issued by the Company on November 10, 2005 announcing the consummation
of the Merger is attached as an exhibit hereto and is incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
As of November 10, 2005, in connection with the Merger, the following directors of the Company
resigned: Herbert W. Pollack, Peter J. Murphy, Lynn J. Davis, Richard W. Hale, Lester Pollack,
Sheldon Buckler, and Russell D. Wright.
Following such resignations, 3 new directors were elected to the Companys board of directors:
Christopher John Hasson, Patrick Shui Chung Wang, and Paul Hon To Tong.
In connection with the Merger, Peter J. Murphy will no longer serve as President and Chief
Executive Officer of the Company and Herbert W. Pollack will no longer serve as Chairman of the
board of directors of the Company.
Section 9
Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Press Release, dated November 10, 2005, of Parlex Corporation,
announcing the consummation of its merger with Johnson Electric
Holdings. |
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.
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PARLEX CORPORATION
(Registrant)
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By: |
/s/ Jonathan R. Kosheff
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Date: November 10, 2005 |
Name: |
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Jonathan R. Kosheff |
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Title: |
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Chief Financial Officer |
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