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): February 10, 2015
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 February 10, 2015, Benjamin Duster, IV, a Class III director, notified Multi-Fineline Electronix, Inc. (the “Company”) of his resignation from the Board of Directors (the “Board”) of the Company. There were no disagreements with the Company that led to Mr. Duster’s decision to resign.
(d) On February 10, 2015, the Board appointed Hong Wai Chan as a Class III director, to fill the vacancy created by the resignation of Mr. Duster, at the request of United Engineers Limited (“UEL”) and WBL Corporation Limited (“WBL”). It is not currently expected that Mr. Chan will be appointed to any committee of the Board.
UEL, through its WBL affiliated entities Wearnes Technology Pte. Ltd and United Wearnes Technology Pte. Ltd (collectively with WBL, “Wearnes”), beneficially owns approximately 61% 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 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 Board and who is subsequently elected to the Board (a “WBL Designee”). Mr. Duster previously served as a WBL Designee. Mr. Chan will now serve as a WBL Designee.
Mr. Chan does not qualify as an independent director of the Company because he is currently employed by a subsidiary of UEL. From time to time, the Company enters into related-party transactions with UEL affiliated entities (including 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, Mr. Chan is 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 21, 2015. However, although employees of UEL and its subsidiaries who serve on the Board are entitled to receive the same compensation as other non-employee directors of the Company, Mr. Chan has informed the Company that he will not accept monetary payments or equity awards for his service, other than for reimbursement of his expenses in attending the Board meetings.
The Company issued a press release regarding the changes to the Board on February 11, 2015. 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 February 11, 2015, announcing matters relating to the 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: February 11, 2015 | 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 February 11, 2015, announcing matters relating to the 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 ELECTS HONG WAI CHAN TO BOARD OF DIRECTORS
Irvine, CA, February 11, 2015 – Multi-Fineline Electronix, Inc. (NASDAQ: MFLX), a leading global provider of high-quality, technologically advanced flexible printed circuits and assemblies, today announced the appointment of Hong Wai Chan, 53, to the Company’s Board of Directors as a non-independent director. He replaces Benjamin Duster IV who stepped down from the Board so that Mr. Chan 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 Benjamin for his service and contributions. I am also pleased to welcome Hong Wai to MFLEX.”
Hong Wai Chan served as a director of MFS Technology Ltd. (“MFS”) since 2010, was appointed as Executive Director in December 2013 and has served as its Chief Executive Officer since February 2014. MFS is presently a cash and non-operating company which sold its business in late 2014. Mr. Chan was Managing Director of Manufacturing Services of WBL Corporation Limited from 2007 to 2013. Earlier in his career, he served in a number of managerial and engineering roles at companies including MMI Holdings Ltd., IBM Data Storage, Conner Peripherals and Compaq Computers. Mr. Chan holds a bachelor’s degree in pure and applied physics from the National University of Singapore.
About MFLEX
MFLEX (www.mflex.com) is a global provider of high-quality, technologically advanced flexible printed circuits and assemblies 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
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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, personal computers, wearables and other consumer electronic devices. MFLEX’s common stock is quoted on the Nasdaq Global Select Market under the symbol MFLX.
Forward-Looking Statements
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” “scheduled” 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 Annual Report on Form 10-K for the year ended September 30, 2014. 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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