PCD'S FORM 8-K FILED MARCH 31, 2003

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HT/y88mKaWYWd6tM8jg2BrqAQtXoa6yXdzFkRyeWqUzDo9x0KanLbuD0uau7zy2s oAqwXcJAAlRbEebCX+C8nA== 0001007594-03-000009.txt : 20030331 0001007594-03-000009.hdr.sgml : 20030331 20030331102042 ACCESSION NUMBER: 0001007594-03-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030331 ITEM INFORMATION: Other events FILED AS OF DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PCD INC CENTRAL INDEX KEY: 0001007594 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 042604950 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27744 FILM NUMBER: 03627636 BUSINESS ADDRESS: STREET 1: TWO TECHNOLOGY DR STREET 2: CENTENNIAL PARK CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 5085328800 MAIL ADDRESS: STREET 1: 2 TECHNOLOGY DRIVE CITY: PEABODY STATE: MA ZIP: 01960 8-K 1 form8k_033103.htm PCD INC'S FORM 8-K REGARDING BANKRUPTCY PCD'S FORM 8-K FILED MARCH 31, 2003

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 21, 2003



Commission File Number 0-27744


PCD INC.
(Exact Name of Registrant as Specified in its Charter)


Massachusetts 04-2604950
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

2 Technology Drive
Centennial Park
Peabody, Massachusetts 01960-7977
(Address of Principal Executive Offices, Including Zip Code)

Registrant's telephone number, including area code: (978) 532-8800

ITEM 3. BANKRUPTCY AND RECEIVERSHIP

On March 21, 2003, PCD Inc. (OTC Bulletin Board: PCDI.OB), a manufacturer of electronic connectors, announced that, having completed its review of strategic alternatives for addressing its capital structure, it has entered into definitive agreements to sell the assets of its two business divisions. To facilitate the sales, PCD Inc. and its domestic subsidiary, Wells-CTI, Inc., filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Massachusetts. The Chapter 11 filings will allow the sale of the assets of the domestic entities to be free and clear from certain liabilities that the prospective purchasers do not wish to assume.

PCD Inc. has agreed to sell its Industrial/Avionics Division, headquartered in Peabody, MA, and focused on control interconnects and terminal blocks, to Amphenol Corporation for $14 million, less assumed liabilities. The Wells-CTI Division which has headquarters in Phoenix, AZ, and supplies advanced design burn-in sockets to the semiconductor testing industry, is being sold to UMD Technology, Inc., a Portland, OR based provider of engineering services and products to the electronics industry for approximately $2 million plus assumed liabilities. Assuming approval of the company's reorganization plan by the Bankruptcy Court and the closing of these transactions, PCD's creditors will receive the proceeds from the sale of PCD's assets to Amphenol and UMD, as well as any additional cash on PCD's balance sheet after the close of the transactions.

The Company's Japanese subsidiary, Wells-CTI KK, was not included in the bankruptcy filings, although its shares will be included in the sale of Wells-CTI.

PCD Inc. emphasized that all of its domestic and international operations are conducting business as usual, as the Company will continue to accept customer orders and service its customers with existing facilities and personnel.

To enable PCD to conduct its business while the sales are completed, its lenders have agreed to terms and conditions to allow PCD to use its existing cash reserves and revenues from operations to meet all of its current operating requirements. PCD's request to use the funds covered by its agreement with lenders has been submitted to the Bankruptcy Court as part of the Company's first-day motions. Upon Bankruptcy Court approval of the request, PCD will be able to use these funds to pay suppliers in full, under normal terms, for all goods and services provided in the ordinary course of business after the bankruptcy filings. Balances owed to suppliers as of the bankruptcy filings will be repaid in full upon completion of the asset sales.

A copy of the full press release dated March 21, 2003, announcing the filing is attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.

ITEM 5. OTHER MATTERS.

On March 27, 2003, PCD announced that the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Massachusetts has approved orders with respect to PCD's "first day motions" on March 25, 2003.

The first day orders approve an interim agreement between PCD and the agent for its senior secured lending group which will allow PCD to meet all of its operating requirements through the use of its current cash reserves and its revenues from operations, in accordance with an agreed budget. Accordingly, PCD will be able to use these funds to pay suppliers in full, under normal terms, for all goods and services provided in the ordinary course of business, and to maintain operational stability as PCD moves through the transition period with Amphenol Corporation and UMD Technology Inc., the purchasers of PCD's two business divisions.

In addition, the Court approved an order authorizing PCD to pay its current employees prepetition wages and compensation up to the statutory limit and to continue health and other benefit programs. The order also authorizes PCD to pay any and all local, state and federal withholding and payroll-related taxes pertaining to prepetition periods. By order of the Court, all banks are directed to receive, process, honor and pay any and all checks drawn on the payroll and general disbursement accounts related to employee obligations of PCD and its business, regardless of whether such checks are presented to banks before or after the date of PCD's Chapter 11 filing.

Finally, in conjunction with the Chapter 11 filing and as required under Section 363 of the U.S. Bankruptcy Code, PCD and Wells-CTI also filed a motion for sales of their assets free and clear of liens and encumbrances.

A copy of the Company's press release dated March 27, 2003 announcing the approval of the orders is attached hereto as Exhibit 99.2 and is hereby incorporated by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT
NUMBER

99.1 Press Release of PCD Inc. dated March 21, 2003.

99.2 Press Release of PCD Inc. dated March 27, 2003

SIGNATURES 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.

PCD INC.

Registrant

DATED: March 31, 2003

By: /s/ John L. Dwight, Jr.
John L. Dwight, Jr.
Chairman of the Board, President
and Chief Executive Officer

EX-1 3 pr_bankruptcy.htm PRESS RELEASE REGARDING BANKRUPTCY FILING PCD INC. ANNOUNCES SALE OF ASSETS AND BANKRUPTCY FILING

Exhibit 99.1

NEWS RELEASE

PCD Inc. Announces Sale of Assets and Bankruptcy Filing

Peabody, MA, March 21, 2003 - PCD Inc. (OTC Bulletin Board: PCDI.OB), a manufacturer of electronic connectors, announced today that, having completed its review of strategic alternatives for addressing its capital structure, it has entered into definitive agreements to sell the assets of its two Divisions. To facilitate the sales, PCD Inc. and its domestic subsidiary, Wells-CTI, Inc., filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Massachusetts. The Chapter 11 filings allow the sale of the assets of the domestic entities to be free and clear from certain liabilities that the prospective purchasers do not wish to assume.

PCD Inc. has agreed to sell its Industrial/Avionics Division, headquartered in Peabody, MA, and focused on control interconnects and terminal blocks, to Amphenol Corporation for $14 million, less assumed liabilities. Amphenol is one of the world's largest interconnect suppliers, with over $1 billion in sales and 11,000 employees located in its global facilities. The Wells-CTI Division which has headquarters in Phoenix, AZ, and supplies advanced design burn-in sockets to the semiconductor testing industry, is being sold to UMD Technology, Inc., a Portland, OR based provider of engineering services and products to the electronics industry for approximately $2 million plus assumed liabilities. Assuming approval of the company's reorganization plan by the Bankruptcy Court and the closing of these transactions, PCD's creditors will receive the proceeds from the sale of PCD's assets to Amphenol and UMD, as well as any additional cash on PCD's balance sheet after the close of the transactions.

The Company's Japanese subsidiary, Wells-CTI KK, was not included in the bankruptcy filings, although its shares will be included in the sale of Wells-CTI.

John L. Dwight Jr., Chairman and CEO of PCD, stated, "A key element of our resolution strategy was that our business segments would be acquired by strong companies with the appropriate financial and management capabilities, and that we have the resources to continue operating our businesses as usual while their sales as going concerns are completed. The size, market strengths and international organization of Amphenol, and the technical strengths and focus of UMD are an excellent fit with the Industrial/Avionic and Wells-CTI Divisions, respectively."

"Though our businesses have consistently met customer commitments, and our cash position has remained steady for several months, our capital structure was not designed for the dramatic drop that has taken place in our key semiconductor market; exacerbated by a prolonged, albeit less severe, slowdown in the Industrial/Avionics market as well. After reviewing alternatives for addressing our capital structure, we determined that selling our businesses to new owners, whose capital structures will be better aligned with the revenues from these businesses, would be in the best interests of our customers, suppliers, employees and lenders. A Chapter 11 filing is the most effective way for PCD to complete the sales of our business segments and help assure that they have the resources to continue operating as usual until the sales are finalized."

"We appreciate the continued support of our customers and suppliers during this period. Our ability to use existing cash and revenues from operations to meet all current operating requirements should give our customers confidence and assure our suppliers that they will be paid in full, under normal terms, for all deliveries and new orders made after our Chapter 11 filing. PCD remains committed to maintaining the levels of service and performance that our customers, sales channel partners and suppliers have come to expect from us, and we believe that the companies which have agreed to buy our business share these high standards."

"PCD has been able to attract buyers to provide continuity to our business because our employees never stopped focusing on fulfilling our customer's needs reliably and efficiently. As a result, we believe our employees will be better served working with financially stronger organizations. I am proud of their continuing work and dedication," Mr. Dwight concluded.

The consummation of the proposed asset sale transactions is subject to, among other things, Bankruptcy Court approval, and customary closing conditions.

Adams, Harkness & Hill is the financial advisor to PCD. Legal counsel to PCD are Day, Berry & Howard LLP (corporate counsel) and Charles R. Dougherty and Anne L. Showalter (bankruptcy counsel).

About PCD Inc.
PCD Inc. (www.pcdinc.com) designs, manufactures and markets electronic connectors for use in semiconductor burn-in testing interconnect applications, industrial equipment, and avionics. Electronic connectors are used in virtually all electronic systems, including data communications, telecommunications, computers and computer peripherals, industrial controls, automotive, avionics and test and measurement instrumentation. The Company markets more than 6,800 electronic connector products in three product categories, each targeting a specific market. These product categories are semiconductor burn-in sockets, industrial interconnects, and avionic terminal blocks and sockets.

THIS RELEASE CONTAINS CERTAIN "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934 WITH RESPECT TO THE PROPOSED TRANSACTIONS BY PCD INC. FOR EACH OF THESE STATEMENTS, PCD INC. CLAIMS THE PROTECTION OF THE SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS CONTAINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS INCLUDE STATEMENTS REGARDING ONGOING OPERATIONS AND THE ANTICIPATED CLOSING OF THE TRANSACTIONS. THERE IS NO ASSURANCE THAT ANY TRANSACTION WILL CLOSE. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL OR CURRENT FACTS REGARDING FUTURE PLANS, EVENTS AND PROSPECTS ARE FORWARD-LOOKING STATEMENTS. THE STATEMENTS ARE SUBJECT TO SIGNIFICANT RISKS, CONTINGENCIES AND UNCERTAINTIES INCLUDING, BUT NOT LIMITED TO: DELAYS IN COMPLETING THE ANTICIPATED TRANSACTIONS, CHANGES IN GENERAL ECONOMIC CONDITIONS, and the like. The Company's most recent filings with the Securities and Exchange Commission, including Form 10-K, contain additional information concerning many of these risk factors, and copies of these filings are available from the Company upon request and without charge.

PCD INC. DOES NOT UNDERTAKE, AND SPECIFICALLY DISCLAIMS, ANY OBLIGATION TO RELEASE PUBLICLY THE RESULT OF ANY REVISIONS THAT MAY BE MADE TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS.

Contacts:

John L. Dwight, Jr.                                                                        John J. Sheehan III
Chief Executive Officer                                                                Chief Financial Officer
PCD Inc.                                                                                         PCD Inc.
(978) 532-8800                                                                             (978) 532-8800

EX-2 4 pr_firstday.htm PRESS RELEASE ERGARDING FIRST DAY MOTIONS FIRST DAY ORDERS ENABLE PCD INC. TO CONDUCT BUSINESS AS USUAL

Exhibit 99.2

NEWS RELEASE

First Day Orders Enable PCD Inc. to Conduct Business as Usual

Peabody, MA, March 27, 2003 - PCD Inc. (OTC Bulletin Board: PCDI.OB), a manufacturer of electronic connectors, announced today that on March 25, 3003, the U.S. Bankruptcy Court for the District of Massachusetts has approved orders that will enable PCD and its U.S. subsidiary, Wells-CTI, Inc., to conduct their operations in the ordinary course.

The first day orders approve an interim agreement between PCD and the Agent for its senior secured lending group which will allow PCD to meet all of its operating requirements through the use of its current cash reserves and its revenues from operations, in accordance with an agreed budget. Accordingly, PCD will be able to use these funds to pay suppliers in full, under normal terms, for all goods and services provided in the ordinary course of business, and to maintain operational stability as PCD moves through the transition period with Amphenol Corporation and UMD Technology Inc., the purchasers of PCD's two business divisions.

As announced on March 21, 2003, to facilitate the sales of PCD's two business divisions: the Industrial/Avionics Division, headquartered in Peabody, MA, and Wells-CTI Division, headquartered in Phoenix, AZ, PCD Inc. and its domestic subsidiary, Wells-CTI, Inc., filed voluntary petitions under Chapter 11 of the Code. The Company's Japanese subsidiary, Wells-CTI KK, was not included in the bankruptcy filings, although its shares will be included in the sale of Wells-CTI. The Chapter 11 filings allows the assets of the domestic entities to be sold free and clear of certain liabilities that the prospective purchasers do not wish to assume.

Contacts:

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