-----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, ImFa+nPdhxgJaYeyD9iOqSHxBts1XpF9RF/nBh7ylDwnjfSmAU4vRGgtCjo6e3FK 1vBm3KBqzmNfI/KItGWtPA== 0000950131-01-504442.txt : 20020412 0000950131-01-504442.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950131-01-504442 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011207 ITEM INFORMATION: Other events FILED AS OF DATE: 20011207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNICATIONS INSTRUMENTS INC CENTRAL INDEX KEY: 0001053916 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 561828270 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-38209 FILM NUMBER: 1808745 BUSINESS ADDRESS: STREET 1: 1396 CHARLOTTE HIGHWAY STREET 2: P O BOX 520 CITY: FAIRVIEW STATE: NC ZIP: 28730 BUSINESS PHONE: 8286281711 MAIL ADDRESS: STREET 1: 1396 CHARLOTTE HIGHWAY STREET 2: P O BOX 520 CITY: FAIRVIEW STATE: NC ZIP: 28730 8-K 1 d8k.txt FORM 8-K FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 7, 2001 (DECEMBER 3, 2001) CII TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) North Carolina 56-182-82-70 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1200 Ridgefield Blvd, Suite 200 Asheville, NC 28806 (Address of principal executive offices) (Zip Code) (828) 670-5300 (Registrant's telephone number, including area code) COMMUNICATIONS INSTRUMENTS, INC. 1396 Charlotte Highway, Fairview, NC 28730 (Former name or former address, if changed since last report) Item 5. Other Events On December 4, 2001, CII Technologies, Inc., a North Carolina corporation ("the "Company") announced that its parent, CIIT Holdings, Inc., a Delaware corporation ("CIIT") has entered into an Agreement and Plan of Merger (the "Merger Agreement") dated December 3, 2001 with Tyco International (PA) Inc., a Nevada corporation ("Tyco") and its wholly owned subsidiary, Tyco Acquisition Corp. 18 (DE), a Delaware corporation ("Merger Sub") pursuant to which Tyco will acquire CIIT through the merger of Merger Sub with and into CIIT. Tyco is a subsidiary of Tyco International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC). While CIIT's Board of Directors unanimously approved the Merger, consummation of the merger remains subject to satisfaction of certain conditions, including the receipt of regulatory approvals and other customary closing conditions. The transaction is valued at approximately $310 million in cash. (c) Exhibits 99.1 Press Release dated December 4, 2001. 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 thereunto duly authorized. CII TECHNOLOGIES, INC. DATE: DECEMBER 7, 2001 BY: /s/ Michael A. Steinback -------------------------------------- NAME: MICHAEL A. STEINBACK TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER EX-99.1 3 dex991.txt PRESS RELEASE DATED DECEMBER 4, 2001. For Immediate Release December 4, 2001 CONTACT: CII Technologies Tyco International Ltd. Mr. Michael Steinback Media Relations President and CEO Maryanne Kane CII Technologies Chief Communications Officer (828) 670-5300 Ext. 2311 Tyco International Ltd. steinbackm@ciitech.com 603-778-9700/508-747-0800 - ---------------------- CII TECHNOLOGIES TO MERGE WITH TYCO CII Technologies, Inc. (f/k/a Communications Instruments, Inc.) announced today that its parent company, CIIT Holdings, Inc., has entered into a definitive merger agreement pursuant to which a subsidiary of Tyco International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC) will acquire CIIT Holdings, Inc. and its subsidiaries. While the Board of Directors of CIIT Holdings has unanimously approved the merger agreement, consummation of the merger remains subject to satisfaction of certain conditions, including the receipt of regulatory approvals and other customary closing conditions. The transaction is valued at approximately $310 million in cash. CII Technologies provides advanced control electronic solutions in high performance relays, contactors, general purpose relays, transformers, and EMI/RFI filters to a diversified market place that includes aerospace, defense, communications, HVAC, and commercial/industrial equipment. Brand names include CII, Hartman, Kilovac, Corcom, Midtex, and Products Unlimited. Tyco International, Ltd. is a worldwide diversified manufacturing and service company. CII Technologies is headquartered in Asheville, North Carolina and has operations in the U.S., France, Germany, India and China. Additional information on the company is available at www.ciitech.com. --------------- Michael A. Steinback, President and CEO of CII Technologies, stated, "Over the past years CII Technologies has achieved tremendous financial and operational growth and success. By becoming one of the Tyco family of companies, we will have an opportunity to continue that growth and success with an industry leader. We believe our customers and markets will benefit from the synergies we will gain from joining Tyco." According to Tyco Electronics President Juergen Gromer: "As part of our ongoing strategy, the acquisition of CII Technologies is an excellent strategic fit, which further expands Tyco Electronics product portfolio, particularly in the industrial relay market. CII's leading technology and complementary products will further strengthen our market position on a global basis." CIIT Holdings, Inc.'s majority shareholder is Code Hennessy and Simmons III, L.P., a Chicago, IL based private investment firm ("CHS"). Additional information on CHS is available at www.chsonline.com. ----------------- Certain statements in this press release contain forward-looking statements that are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements are subject to uncertainty and changes in circumstances. They can be identified by phrases such as "will have an opportunity to continue that growth and success", "will acquire", "will benefit", "will gain" and similar words indicating a discussion of something other than historical facts. The actual results of CII Technologies, Inc. and subsidiaries could differ significantly from past results, and from future results, performance or achievements expressed or implied in forward looking statements. Forward looking statements are subject to risks and uncertainties including conditions to closing in the definitive merger agreement, changed market, financial and business conditions and other factors mentioned in the CII Technologies Inc.'s SEC filings, including its 10Q and 10K statements. -----END PRIVACY-ENHANCED MESSAGE-----