8-K

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)

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))

TABLE OF CONTENTS

EX-99.1 Press Release

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 — Registrant’s 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 Company’s 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 Company’s 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 ten–year term and were subject to a four– or five–year 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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

99.1 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.

	PARLEX CORPORATION (Registrant)
	By:	/s/ Jonathan R. Kosheff
Date: November 10, 2005	Name:		Jonathan R. Kosheff
	Title:		Chief Financial Officer

EX-99.1

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 Acquired by Johnson Electric

Methuen MA, 10 November 2005 — Parlex Corporation (PRLX), a world leader in the design and manufacture of flexible interconnect products, announced today that it has been acquired by Johnson Electric Holdings Limited.

Parlex Corporation’s common stock will cease to trade on the Nasdaq national market at market close today and will be delisted. Under terms of the merger agreement and the terms of the preferred stock, holders of Parlex Corporation’s common stock are entitled to receive $6.75 in cash for each share and holders of Parlex Corporation’s preferred stock are entitled to receive $80 in cash plus any accrued but unpaid dividends for each share (collectively, the “merger consideration”). Before November 18, 2005, a paying agent appointed by Johnson Electric will mail a letter of transmittal and instructions to all holders of record of Parlex Corporation’s common and preferred stock. The letter of transmittal and instructions will contain information on how to surrender shares of common and preferred stock in exchange for the applicable merger consideration, without interest. Stockholders of record should be in receipt of the letter of transmittal before surrendering their shares. Stockholders who hold

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shares through a bank or broker will not have to take any action to have their shares converted into cash as such conversions will be handled by the bank or broker.

Parlex Corporation announced on August 18, 2005, a definitive merger agreement with Johnson Electric Holdings Limited and its subsidiaries regarding the acquisition of the company for approximately $74.6 million, including assumption of Parlex Corporation’s convertible and nonconvertible debt, net of cash, equaling approximately $27.5 million. On November 8, 2005, Parlex Corporation announced that the merger agreement was approved at the special meeting of its shareholders held that day. Approximately 83% of the total number of shares of common stock outstanding and 99% of shares that were voted at the special meeting, voted to approve the merger agreement.

Needham & Company LLC served as financial advisor and Ropes & Gray LLP and Kutchin & Rufo served as legal advisors to Parlex Corporation. Morgan Joseph & Co. Inc. served as financial advisor and Morrison & Foerster LLP served as legal advisor to Johnson Electric.

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 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

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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 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 merger and the sale of the multilayer division; (xvii) the effect of regulatory conditions, if any, imposed by regulatory agencies; (xviii) 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. Stockholders 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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