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): October 9, 2012
MULTI-FINELINE ELECTRONIX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50812 | 95-3947402 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
8659 Research Drive
Irvine, CA 92618
(Address of principal executive offices) (Zip Code)
(949) 453-6800
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On October 9, 2012, each of See Meng Wong, a Class II director, and Choon Seng Tan, a Class III director, notified Multi-Fineline Electronix, Inc. (the “Company”) of his respective resignation from the Board of Directors (the “Board”) of the Company. There were no disagreements with the Company that led to either director’s decision to resign.
(d) On October 9, 2012, the Company’s Board elected (i) Benjamin Duster as a Class III director and (ii) Roy Tan as a Class II director, to fill the vacancies created by the resignations of See Meng Wong and Choon Seng Tan, at the request of WBL Corporation Limited (“WBL”). It is not currently expected that either Messrs. Duster or Tan will be appointed to any committee of the Company’s Board.
WBL’s affiliated entities, Wearnes Technology Pte. Ltd and United Wearnes Technology Pte. Ltd (collectively with WBL, “Wearnes”), beneficially own approximately 62% of the Company’s outstanding common stock as of the date hereof. Under the terms of an Amended and Restated Stockholders Agreement between the Company, on the one hand, and Wearnes, on the other hand, so long as Wearnes owns one-third or more of the Company’s outstanding common stock, certain actions taken by the Company’s Board require the affirmative vote of at least one individual who has been formally designated by Wearnes to be elected to serve as a director on the Company’s Board and who is subsequently elected to the Company’s Board (a “WBL Designee”). Choon Seng Tan and See Meng Wong had previously been WBL Designees. Roy Tan and Benjamin Duster will now each serve as a WBL Designee.
Neither of Messrs. Duster nor Tan will qualify as an independent director of the Company because of their affiliation with WBL. Mr. Tan is currently employed by WBL and Mr. Duster serves on the board of directors of WBL. From time to time, the Company enters into related-party transactions with Wearnes in the ordinary course of business and on arms-length terms and conditions, which transactions are described in detail in the Company’s Annual Report on Form 10-K.
As non-employee directors of the Company, Messrs. Duster and Tan are eligible to receive compensation in accordance with the Company’s non-employee director compensation practices described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 19, 2012. However, although employees of WBL and its subsidiaries who serve on the Company’s Board are entitled to receive the same compensation as other non-employee directors of the Company, Messrs. Duster and Tan have informed the Company that they will not accept monetary payments or equity awards for their service, other than for reimbursement of their expenses in attending the Company’s Board meetings.
The Company issued a press release regarding the changes to the Company’s Board on October 11, 2012. A copy of this press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press release issued October 11, 2012, announcing matters relating to the Company’s Board. |
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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, thereunto duly authorized.
| Dated: October 11, 2012 | MULTI-FINELINE ELECTRONIX, INC. | |||||
| By: | /s/ Reza Meshgin | |||||
| Reza Meshgin | ||||||
| President and Chief Executive Officer | ||||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release issued October 11, 2012, announcing matters relating to the Company’s Board. | |
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Exhibit 99.1
NEWS RELEASE
| Contact: | Stacy Feit | |
| Investor Relations | ||
| Tel: 213-486-6549 | ||
| Email: investor_relations@mflex.com |
MFLEX APPOINTS TWO NEW BOARD MEMBERS
Irvine, CA, October 11, 2012 – Multi-Fineline Electronix, Inc. (NASDAQ: MFLX), a leading global provider of high-quality, technologically advanced flexible printed circuit and value-added component assembly solutions to the electronics industry, today announced the appointment of Benjamin Duster IV, 52, and Roy Tan, 40, to the Company’s Board of Directors as non-independent directors. They replace Choon Seng Tan and See Meng Wong who stepped down from the Board so that Messrs. Tan and Duster would have the opportunity to serve.
Philippe Lemaitre, Chairman of the Board of Directors of MFLEX commented, “On behalf of the Board, I would like to thank Choon Seng and See Meng for their invaluable contributions. I am also pleased to welcome Benjamin and Roy to our Board. We look forward to benefiting from their extensive strategic business planning experience to support MFLEX’s growth strategy.”
Benjamin Duster currently serves on the boards of WBL Corporation, Accuride Corporation, Chorus Aviation and Netia, S.A. He was previously a partner at Masson & Company, LLC. Earlier in his career he was a Managing Director at Wachovia Securities and served as Vice President at Salomon Brothers where he worked for over 16 years. Mr. Duster holds a Juris Doctor and Master of Business Administration from Harvard University. He completed his undergraduate work at Yale University.
Joining WBL Corporation in 2006, Roy Tan is presently the Group General Manager, Group Corporate Development where his responsibilities include strategic development for the company and its subsidiaries. Earlier in his career, he served in various managerial and strategic roles at OCBC Bank, Singapore Technologies Electronics and PhillipCapital. Mr. Tan holds master’s degrees in management of technology and applied economics from National University of Singapore and completed his undergraduate work at the University of Oxford.
About MFLEX
MFLEX (www.mflex.com) is a global provider of high-quality, technologically advanced flexible printed circuit and value-added component assembly solutions to the electronics industry. The Company is one of a limited number of manufacturers that provides a seamless, integrated end-to-end flexible printed circuit solution for customers, ranging from design and application engineering, prototyping and high-volume manufacturing to turnkey component assembly and testing. The Company targets its solutions within the electronics market and, in particular, focuses on applications where flexible printed circuits are the enabling technology in achieving a desired size, shape, weight or functionality of an electronic device. Current applications for the Company’s products include smartphones, tablets, computer/data storage, portable bar code scanners and other consumer electronic devices. MFLEX’s common stock is quoted on the Nasdaq Global Select Market under the symbol MFLX.
Certain statements in this news release are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include statements which may be preceded by the words “will,” “expect,” “schedule” or similar words. For such statements, the company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the company’s expectations. Important factors that could cause actual results to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in the Company’s SEC reports, including its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. These forward-looking statements represent the Company’s judgment as of the date of this release. The Company disclaims any intent or obligation to update these forward-looking statements.
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