-----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, I/Bib+gIJEKW1pXsNKFyegWhJAUhpIw6wA4Lz9lSyyxHqyvmrwG5BcHISAB1+5NY +IYLcqua64sdPcs+SZXn/w== 0000026987-97-000009.txt : 19970710 0000026987-97-000009.hdr.sgml : 19970710 ACCESSION NUMBER: 0000026987-97-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19970630 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970709 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DDL ELECTRONICS INC CENTRAL INDEX KEY: 0000026987 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 330213512 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08101 FILM NUMBER: 97638290 BUSINESS ADDRESS: STREET 1: 2151 ANCHOR COURT CITY: NEWBURY PARK STATE: CA ZIP: 91320 BUSINESS PHONE: 805-376-9415 MAIL ADDRESS: STREET 1: 2151 ANCHOR COURT CITY: NEWBURY PARK STATE: CA ZIP: 91320 FORMER COMPANY: FORMER CONFORMED NAME: DATA DESIGN LABORATORIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DATA DESIGN LABORATORIES DATE OF NAME CHANGE: 19880817 8-K 1 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): June 30, 1997 _____________________ Exact Name of Registrant as Specified in Its Charter: DDL ELECTRONICS, INC. ______________________________ DELAWARE 1-8101 33-0213512 _____________________________ ____________ _____________ State or Other Jurisdiction of Commission I.R.S. Employer Incorporation or Organization File Number Identification No. Address of Principal Executive Offices: 2151 Anchor Court Newbury Park, CA 91320 _________________________ Registrant's Telephone Number, Including Area Code: (805) 376-9415 _________________________ Former Name or Former Address, if Changed Since Last Report: Not applicable _________________________ Item 5. Other Events. In a press release dated July 2, 1997, a copy of which is attached as Exhibit 99.1, DDL Electronics, Inc. ("DDL") announced the repayment in full of its 10% Senior Secured Notes due July 1, 1997 (the "Senior Notes") in the aggregate amount of $5.3 million. Of the funds used to repay the Senior Notes, $2.0 million was borrowed from a private investor (the "Investor") on June 30, 1997 as evidenced by a convertible promissory note and term sheet, copies of which are attached as Exhibits 4.1 and 4.2, respectively. The promissory note is secured by all of the outstanding shares of SMTEK, Inc., a subsidiary of DDL, pursuant to a collateral security stock pledge agreement, a copy of which is attached as Exhibit 4.3. DDL also agreed to give the Investor two seats on its Board of Directors. Concurrently with all of the foregoing, DDL agreed to acquire all of the issued and outstanding shares of Jolt Technology, Inc., a privately-held electronics manufacturing company controlled by the Investor, for nine million shares of DDL's common stock pursuant to a term sheet, a copy of which is attached as Exhibit 2.1. The acquisition of Jolt Technology, Inc. is subject to executing a definitive agreement, obtaining a fairness opinion on the transaction, and obtaining the approval of DDL's stockholders. Item 7. Exhibits. Exhibit Description _______ ____________ 2.1 Jolt Technology Inc. Acquisition Term Sheet dated June 30, 1997. 4.1 $2.0 million secured convertible promissory note dated June 30, 1997 4.2 Convertible Debt Term Sheet 4.3 Collateral Security Stock Pledge Agreement dated June 30, 1997. 99.1 Press release dated July 2, 1997. 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 thereunto duly authorized. DDL ELECTRONICS, INC. July 9, 1997 /s/ Richard K. Vitelle _________________________________ ___________________________________ Date Richard K. Vitelle Vice President - Finance (Principal Financial Officer) EX-2 2 EXHIBIT 2.1 JOLT TECHNOLOGY INC. ACQUISITION TERM SHEET When signed by all parties, this Term Sheet will memorialize the terms and conditions of a binding agreement between Thomas M. Wheeler ("Wheeler") and DDL Electronics, Inc. ("DDL") as to all of the terms herein set forth. This agreement may be supplemented by additional definitive agreements, instruments and other documents including terms and conditions customary in transactions of this nature but not inconsistent herewith. The terms set forth herein shall not be further modified or negotiated without the consent of both parties and shall be included in the definitive agreements. 1. DDL will acquire all of the issued and outstanding shares of Jolt Technology, Inc. in exchange for nine million shares of DDL common stock. 2. Registration Requirement: DDL will register these shares on the next available registration of stock, but not later than twelve months from closing. 3. Lock-up Period: A lock-up period of three months from closing will be established in the final documents. 4. Closing: This transaction will close as soon as possible after approval of the issuance of the 9 million shares of common stock by DDL stockholders. Stockholder approval will be requested at the next scheduled stockholder meeting. Management and the Board of Directors agree to support stockholder approval. If stockholder approval is not obtained, this transaction shall terminate without liability to either party. 5. Jolt will have at closing, book value of at least $1.5 million of which not less than $600,000 will be in cash. There will be no shareholder debt on the Company's books. 6. DDL will seek a fairness opinion for this transaction. If such an opinion cannot be obtained after reasonable attempts to do so in which representatives of Jolt may participate this transaction shall terminate without liability to either party. 7. If it is determined that the consummation of this transaction will violate any securities laws or regulations or the rules of the New York Stock Exchange, this transaction shall terminate without liability to either party. Agreed as of June 30, 1997: DDL ELECTRONICS, INC. By: /s/Gregory L. Horton ______________________________ Gregory L. Horton President & CEO /s/Thomas M. Wheeler ______________________________________ Thomas M. Wheeler /s/Charlene Ann Gondek ______________________________________ Charlene Ann Gondek EX-4 3 EXHIBIT 4.1 NEITHER THIS NOTE, NOR THE SECURITIES BY WHICH THIS NOTE HAS BEEN SECURED, NOR THE SECURITIES INTO WHICH IT IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 OR WITH ANY STATE SECURITIES COMMISSIONER OR AUTHORITY AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATIONS REQUIREMENTS OF SUCH ACT OR SUCH LAWS. SECURED, FULL RECOURSE, CONVERTIBLE, NON-NEGOTIABLE PROMISSORY NOTE Los Angeles, California June 30, 1997 $2,000,000.00 FOR VALUE RECEIVED, DDL ELECTRONICS, INC., a Delaware Corporation ("Maker" or "DDL") promises to pay to THOMAS M. WHEELER, ("Holder"), the principal sum of Two Million and No/100 Dollars ($2,000,000.00), together with interest on the principal amount outstanding from the date of this Note, until paid, at the rate of eight percent (8.0%) per annum. Principal and interest shall be payable in lawful money of the United States at Los Angeles, California, or any other place as the Holder hereof may designate in writing to Maker. All interest will be calculated on the basis of a three hundred and sixty five (365) day year. The principal of this Note and all accrued interest shall be due and payable in full on August 31, 1998. Any and all payments shall be applied first to accrued interest, and the remainder, if any, to reduction of principal. If any installment of principal or interest is not paid within fifteen (l5) days after mailing of written notice to Maker that the installment is due and has not been paid or upon any default in the performance of any of the covenants or agreements of this Note, the Convertible Debt Term Sheet of even date herewith, or any instrument now or hereafter evidencing or securing this Note or the obligation represented hereby, the entire indebtedness (including principal and interest) remaining unpaid shall, at the option of the Holder, become immediately due, payable and collectable. The principal, or any installment of principal, and overdue interest shall bear interest at the maximum rate permitted by law from maturity until paid, accruing at such rate even after entry of final judgment for payment of same. Each Maker, and endorser of this Note severally waives notice of dishonor, protest, and notice of protest of this Note, and all requirements necessary to hold each of them liable as makers and endorsers. Each Maker, and endorser further agrees jointly and severally, to pay all costs of collection, including reasonable attorneys' fees and disbursements of Holder (including fees on appeal) in case the principal or any interest of this Note is not paid when due, or in case it becomes necessary to protect the security hereof, whether suit be brought or not. This Note is issued pursuant to and secured by a Stock Pledge Agreement, of even date herewith, and all of the terms and conditions set forth in the Stock Pledge Agreement are hereby made a part of this Note. This Note is issued pursuant to and in reliance upon that certain Convertible Debt Term Sheet of even date herewith, and all of the terms and conditions set forth in the Stock Pledge Agreement are hereby made a part of this Note. A breach of any obligation created by said document shall constitute a breach of DDL's obligations under this Note and shall result in the acceleration of any amounts due hereunder. The Holder of this Note may, at any time elect to convert all, but not less than all, of the unpaid principal and accrued interest due under this note into one (1) share of the unregistered common stock of DDL for each seventy five cents ($0.75) of principal and accrued interest outstanding as of the date that the shares are issued and delivered to the Holder. Other than securities offered to officers and directors, in the event that at any time prior to repayment of this Note DDL shall offer to sell any equity securities of any kind for cash, to any party, it shall first offer to Holder the right to acquire all or any part of such securities on the same terms and conditions as are proposed to the other party. Holder shall have 5 business days from the presentation of any such proposal to exercise this right of first refusal. This provision shall not apply to securities issued in connection with the acquisition of a company by DDL. Any and all shares issued pursuant to the conversion right herein set forth shall be registered pursuant to the Securities Act of 1933 as part of the first registration of securities made by DDL subsequent to issuance of said shares, and in any event, within twelve (12) months following such issuance. This Note may be prepaid by DDL at any time after September 30, 1997, by giving DDL at least thirty (30) days advance written notice to Holder of the intention to prepay. At any time during said thirty (30) day notice period Holder may elect to exercise the conversion rights set forth herein and convert the principal and accrued interest due hereunder into common stock of DDL. DDL shall have the right on the maturity date of this Note to pay up to $1,000,000 of the principal amount of this Note in common stock of DDL valued at $0.75 per share and subject to the same terms and conditions relating to registration as herein set forth. In addition to the acceleration rights set forth hereinabove, the Holder hereof shall be entitled to accelerate the entire unpaid balance and any accrued interest hereunder, forthwith as against the Maker hereof and any endorsers, upon the occurrence of any of the following events (a) in the event any party liable for the payment hereof shall make a general assignment for the benefit of creditors or if any bankruptcy, insolvency or reorganization proceeding of any nature under Federal or state statutes be commenced by or against any of them, or in the event a receiver shall be appointed, or a writ or order of attachment or garnishment be issued or made against any of the property, assets or income of any of them (b) failure of any party obligated hereunder to do all things necessary to preserve and maintain the value and collectability of any collateral now or hereafter securing the obligations created hereunder. This Note shall be governed and construed in all respects in accordance with the internal laws of the State of California, exclusive of its choice of laws principles, and the Maker hereby submits and consents to the personal jurisdiction of any court of competent subject matter jurisdiction therein for the sole and limited purpose of enforcing this Note. The total charges for interest and in the nature of interest under this Note shall not exceed the maximum amount allowed by law. Should any interest paid by Maker result in the computation or earning of interest in excess of the maximum lawful rate, any excess portion of such charges shall be credited against and in reduction of the principal balance, or any portion of the excess that exceeds the principal balance shall be refunded to the Maker. No delay by the Holder in enforcing any covenant or right hereunder shall be deemed a waiver of such covenant or right and no waiver by the Holder of any particular provision hereof shall be deemed a waiver of any other provisions or a continuing waiver of such particular provision and except as so expressly waived, all provisions hereof shall continue in full force and effect. [SEAL] "Maker" DDL ELECTRONICS, INC. /s/Gregory L. Horton ______________________________ By: GREGORY L. HORTON Its President ATTEST: /s/Richard K. Vitelle ______________________________ By: Its Secretary EX-4 4 EXHIBIT 4.2 CONVERTIBLE DEBT TERM SHEET When signed by all parties, this Term Sheet will memorialize the terms and conditions of a binding agreement between Thomas M. Wheeler ("Wheeler") and DDL Electronics, Inc. ("DDL") as to all of the terms herein set forth. This agreement may be supplemented by additional definitive agreements, instruments and other documents including terms and conditions customary in transactions of this nature but not inconsistent herewith. The terms set forth herein shall not be further modified or negotiated without the consent of both parties and shall be included in the definitive agreements. 1. Wheeler's Advance: Not later than June 30, 1997, Wheeler will advance $2 million to DDL in immediately available funds for the purpose of prepaying DDL's outstanding senior secured notes on June 30, 1997. 2. Convertible Note: DDL will issue to Wheeler a secured non- negotiable Convertible Note bearing simple interest, payable quarterly in arrears, at 8% per annum, maturing at August 31, 1998 unless the maturity thereof is accelerated pursuant to paragraph 3 below. Subject to the prepayment option referred to in such paragraph 3, all (but not less than all) of such Convertible Note may at Wheeler's option be convertible at any time into DDL common stock until August 31, 1998 at a conversion price equal to $0.75 per share of such common stock, subject to antidilution adjustments. 3. Prepayment Option: Provisions will be included in the final documents for prepayment of the note any time after sixty days from closing. Prepayment will require 30 days notice from DDL in which time Wheeler has first right of refusal to exercise his conversion rights at $0.75 per share in lieu of prepayment. 4. Security: The note will be secured by a pledge of all of the outstanding common stock of SMTEK, Inc. as collateral. 5. Registration Requirement: DDL will register the shares after conversion on the next available registration of stock, but not later than twelve months from conversion. A lock-up period of three months from conversion will be established in the final documents. 6. Corporate Governance: Wheeler will be given the right to select two representatives on DDL's Board of Directors immediately upon funding. DDL will reconstitute its Board to make two Director positions available within the seven existing positions. Gregory L. Horton and Richard K. Vitelle will remain on the Board. Agreed as of June 30, 1997: DDL ELECTRONICS, INC. By: /s/Gregory L. Horton /s/Thomas M. Wheeler __________________________________ _____________________ Gregory L. Horton, President & CEO Thomas M. Wheeler EX-4 5 EXHIBIT 4.3 COLLATERAL SECURITY STOCK PLEDGE AGREEMENT This AGREEMENT is made and entered into on June 30, 1997, by and between DDL ELECTRONICS, INC. ("Pledgor" and "Debtor"), and THOMAS M. WHEELER ("Pledgee" and "Creditor"). RECITALS At the time of the execution of this Agreement the Pledgee lent the Debtor, TWO MILLION DOLLARS ($2,000,000.00) evidenced by the promissory note of the Pledgor dated June 30, 1997. To induce the Pledgee to make the loan, the Pledgor has agreed to pledge certain stock to the Pledgee as security for the repayment of the loan. It is therefore agreed: PLEDGE 1. In consideration of the sum TWO MILLION DOLLARS ($2,000,000.00) lent to the Pledgor by the Pledgee, receipt of which is acknowledged, the Pledgor grants a security interest to the Pledgee in instruments of the following description: ALL OF THE ISSUED AND OUTSTANDING COMMON AND PREFERRED STOCK OF SMTEK, INC. A CALIFORNIA CORPORATION, EVIDENCED BY CERTIFICATE NUMBER 50 STANDING IN THE NAME OF DDL ELECTRONICS, INC. AND REPRESENTING 250,000 SHARES OF THE COMMON STOCK OF SMTEK, INC. Said certificates shall be duly endorsed in blank and delivered to the Pledgee with this Agreement. The Pledgor appoints the Pledgee as his attorney-in-fact to arrange for the transfer of the pledged shares on the books of the issuer to the name of the Pledgee. The Pledgee shall hold the pledged shares as security for the repayment of the loan, and shall not encumber or dispose of the shares except in accordance with the provisions of Paragraph 8 of this Agreement. DIVIDENDS 2. During the term of this pledge, all dividends and other amounts received by the Pledgee as a result of the Pledgee's record ownership of the pledged shares shall be applied to the payment of the principal and interest on the loan. This provision shall not apply to intercompany transfers in the ordinary course of business. VOTING RIGHTS 3. During the term of this pledge, and as long as the Pledgor is not in default in the performance of any of the terms of this Agreement or in the payment of the principal or interest of the loan, the Pledgor shall have the right to vote the pledged shares on all corporate questions. The Pledgee shall execute due and timely proxies in favor of the Pledgor to this end. REPRESENTATIONS 4. The Pledgor warrants and represents that there are no restrictions on the transfer of any of the pledged shares, other than may appear on the face of the certificates and that the Pledgor has the right to transfer the shares free of any encumbrances. ADJUSTMENT 5. In the event that, during the term of this pledge, any share dividend, reclassification, readjustment, or other change is declared or made in the capital structure of the company that has issued the pledged shares, all new, substituted, and additional shares or other securities issued by reason of any change shall be held by the Pledgee in the same manner as the shares originally pledged under this Agreement. WARRANTS AND RIGHTS 6. In the event that during the term of this pledge, subscription warrants or any other rights or options shall be issued in connection with the pledged shares, the warrants, rights, and options shall be immediately assigned to the Pledgee by the Pledgor, and if exercised by the Pledgor, all new shares or other securities so acquired by the Pledgor shall be immediately assigned to the Pledgee to be held in the same manner as the shares originally pledged under this Agreement. PAYMENT OF LOAN 7. On payment at or before maturity of the principal and interest of the loan, less amounts received and applied by the Pledgee in reduction of the loan, the Pledgee shall transfer to the Pledgor all the pledged shares and all rights received by the Pledgee as a result of the Pledgee's record ownership of the pledged shares. DEFAULT 8. In the event that the Pledgor defaults in the performance of any of the terms of this Agreement, or in the payment at maturity of the principal or interest of the loan, the Pledgee shall have the rights and remedies provided in the California Commercial Code. In this connection, the Pledgee may, on five days' written notice to the Pledgor and without liability for any diminution in price that may have occurred, sell all the pledged shares in the manner and for the price that the Pledgee may determine at either public or private sale. At any bona fide public or private sale the Pledgee shall be free to purchase all or any part of the pledged shares. In the event that Pledgee purchases the shares at a private sale, the minimum bid by the Pledgee shall be the then outstanding balance of principal and interest on the loan. Out of the proceeds of any sale the Pledgee may retain an amount equal to the principal and interest then due on the loan, plus the amount of the expenses of the sale, and shall pay any balance of the proceeds of any sale to the Pledgor. If the proceeds of the sale are insufficient to cover the principal and interest of the loan plus expenses of the sale, the Pledgor shall remain liable to the Pledgee for any deficiency in accordance with the provisions set forth in Commercial Code Section 9504. DATED: JUNE 30, 1997 PLEDGOR PLEDGEE DDL ELECTRONICS, INC. THOMAS M. WHEELER /s/Gregory Horton /s/Thomas M. Wheeler _________________________ ________________________ GREGORY HORTON, PRESIDENT THOMAS M. WHEELER EX-99 6 EXHIBIT 99.1 FOR IMMEDIATE RELEASE From: DDL Electronics, Inc. Contact: Rick Vitelle 2151 Anchor Court Chief Financial Officer Newbury Park, California 91320 (805) 376-9415, ext. 142 DDL ELECTRONICS PAYS OFF $5.3 MILLION NOTES DDL also agrees to acquire a contract manufacturing company NEWBURY PARK, CA, July 2, 1997 -- DDL Electronics, Inc. (NYSE:DDL) announced today that it has repaid in full its 10% Senior Secured Notes due July 1, 1997 (the "Senior Notes") in the aggregate amount of $5.3 million. To raise a portion of the funds needed to pay off the Senior Notes, DDL borrowed $2 million from a private investor (the "Investor") on June 30, 1997 under an 8% promissory note which is convertible into DDL common stock at $0.75 per share (the "Convertible Note"). The shares which are issuable upon conversion have registration rights, but are subject to a three month lock-up period. The Convertible Note matures August 31, 1998 and is secured by a pledge of all of the outstanding shares of SMTEK, Inc., DDL's U.S. operating subsidiary. DDL also agreed to give the Investor two seats on its seven- person Board of Directors. Concurrent with entering into the Convertible Note, DDL agreed to acquire a privately-held electronics contract manufacturing company in Florida that is controlled by the Investor for nine million shares of DDL's common stock. This acquisition is subject to the approval of DDL's stockholders and to obtaining a fairness opinion on the transaction. DDL is an independent provider of electronic manufacturing services ("EMS") for electronic equipment manufacturers. DDL also manufactures printed circuit boards ("PCBs") for use primarily in the computer, communications and instrumentation industries. Its EMS facilities are located in Southern California and in Northern Ireland, and its PCB facilities are located in Northern Ireland. Certain statements made above are forward-looking in nature and reflect DDL's current expectations and anticipated future plans. Such statements involve various risks and uncertainties that could cause actual results to differ materially from those forecast in the statements. Factors that might cause such differences would include, without limitation, the factors described as "Risk Factors" in DDL's Registration Statement on Form S-3 (No. 333-02969) on file with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----