-----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, PmXEJAiIl21/uQY27vbPZB70D9kzw9RJ4EVwUEgYFiIgWvpp0m5LekGKN52oIWev scqf7B2obfxY0RLHLX/1eA== 0000950135-05-006298.txt : 20051108 0000950135-05-006298.hdr.sgml : 20051108 20051108125932 ACCESSION NUMBER: 0000950135-05-006298 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041108 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051108 DATE AS OF CHANGE: 20051108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARLEX CORP CENTRAL INDEX KEY: 0000724988 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 042464749 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12942 FILM NUMBER: 051185569 BUSINESS ADDRESS: STREET 1: ONE PARLEX PLACE CITY: METHUEN STATE: MA ZIP: 01844 BUSINESS PHONE: 5086854341 8-K 1 b57616pce8vk.htm PARLEX CORPORATION FORM 8-K e8vk
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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 8, 2005
PARLEX CORPORATION
(Exact name of registrant as specified in its charter)
         
Massachusetts   0-12942   04-2464749
         
(State or other jurisdiction of
incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
ONE PARLEX PLACE, METHUEN, MA   01844
     
(Address of principal executive offices)   (Zip Code)
Registrant’s 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EX-99.1 PRESS RELEASE DATED NOVEMBER 8, 2005


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Item 8.01 Other Events.
Shareholders Approve Merger
Parlex Corporation (the “Company”), a Massachusetts corporation, issued a press release announcing that its shareholders voted today to approve the merger of Parlex Corporation with J.E.C. Electronics Sub Two, Inc., a wholly-owned subsidiary of Johnson Electric Holdings Limited. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
     (c) The following Exhibit is filed as part of this report:
                    99.1   Press Release dated November 8, 2005

 


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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.
             
    PARLEX CORPORATION    
    (Registrant)    
 
           
 
  By:   /s/ Jonathan R. Kosheff
 
   
Date: November 8, 2005
  Name:   Jonathan R. Kosheff    
 
  Title:   Chief Financial Officer    

 

EX-99.1 2 b57616pcexv99w1.htm EX-99.1 PRESS RELEASE DATED NOVEMBER 8, 2005 exv99w1
 

Exhibit 99.1
(PARLEX CORPORATION LOGO)   One Parlex Place, Methuen, MA 01844, (978) 946-2564
news...
Contact:
Jon Kosheff
Chief Financial Officer
Parlex Corporation
(978) 946-2591
NASDAQ SYMBOL “PRLX”
FOR IMMEDIATE RELEASE
Parlex Corporation Shareholders Approve Merger
with Johnson Electric
Methuen MA, 8 November 2005 — Parlex Corporation (PRLX), a world leader in the design and manufacture of flexible interconnect products, announced today that the merger agreement providing for the acquisition of Parlex by Johnson Electric Holdings Limited through a merger involving one of its affiliates was approved at the special meeting of Parlex shareholders held earlier today. Approximately 5,423,899 shares, or 83% of the total number of shares of common stock outstanding and 99% of shares that were voted at the meeting, voted to approve the merger agreement. Parlex anticipates that the transactions contemplated by the merger agreement, including the merger, will be consummated and the merger will be effective on or about November 10, 2005.
About Parlex Corporation
Parlex Corporation is a world leader in the design and manufacture of flexible, interconnect products. Parlex produces custom flexible circuits and laminated cables utilizing proprietary processes and patented technologies, which are designed to satisfy the unique requirements of a wide range of customers. Its

1


 

Exhibit 99.1
manufacturing facilities are located in the United States, China, Mexico and the United Kingdom. For further information, please visit Parlex on the web at http://www.parlex.com.
About Johnson Electric Group
Johnson Electric Capital is the direct investment arm of the Johnson Electric Group. Johnson Electric Group is one of the world’s largest provider of micro motors and integrated motor systems to global customers in the automotive, power tools, home appliances, business equipment, audio-visual and personal care sectors. The Group is headquartered in Hong Kong and employs over 33,000 people in 15 countries worldwide. Johnson Electric Holdings Limited is listed on the Hong Kong Stock Exchange (code 179) and is a constituent of the Hang Seng Index. For further information, please visit Johnson Electric on the web at http://www.johnsonelectric.com.
Forward Looking Statements
The statements, analyses, and other information contained herein relating to the proposed merger, including its consummation and effective date, the future development of Johnson Electric’s and Parlex Corporation’s businesses, and the contingencies and uncertainties to which Johnson Electric and Parlex Corporation may be subject, as well as other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions, are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Such statements are made based upon management’s current expectations and beliefs concerning future events and their potential effects on the company.
Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) further adverse changes in general economic conditions; (ii) further delays or reductions in the spending of the industry sectors we serve; (iii) the Company’s ability to effectively manage operating costs and increase operating efficiencies; (iv) further declines in revenues; (v) insufficient, excess or obsolete inventory; (vi) competitive factors, including but not limited to pricing pressures, in the flexible interconnect markets; (vii) component quality and availability; (viii) rapid technological and market change and the transition to new products; (ix) the relative and varying rates of product price and component cost declines; (x) the effects of war or acts of terrorism, including the effect on the economy generally, on particular industry segments, on transportation and communication systems and on the Company’s ability to manage logistics in such an environment, including receipt of components and distribution of products; (xi) the ability to attract and retain highly qualified employees; (xii) the uneven pattern of quarterly sales; (xiii) fluctuating currency exchange rates; (xiv) risks associated with strategic investments and acquisitions; (xv) the Company’s ability to execute on its plans; (xvi) the effect of the proposed merger and the sale of the multilayer division; (xvii) the effect of regulatory conditions, if any, imposed by regulatory agencies; (xviii)

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Exhibit 99.1
diversion of management time on merger and other transaction-related issues and (xix) other one-time events and other important factors disclosed previously and from time to time in its filings with the U.S. Securities and Exchange Commission.
Parlex Corporation does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise. Shareholders and investors in Parlex Corporation can access our public filings free of charge from the SEC’s website at http://www.sec.gov or by directing their requests to: Office of Investor Relations, Parlex Corporation, One Parlex Place, Methuen, Massachusetts 01844.

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