0001104659-05-017169.txt : 20050420 0001104659-05-017169.hdr.sgml : 20050420 20050420092435 ACCESSION NUMBER: 0001104659-05-017169 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050419 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BENCHMARK ELECTRONICS INC CENTRAL INDEX KEY: 0000863436 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 742211011 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10560 FILM NUMBER: 05760701 BUSINESS ADDRESS: STREET 1: 3000 TECHNOLOGY DRIVE CITY: ANGLETON STATE: TX ZIP: 77515 BUSINESS PHONE: 9798496550 MAIL ADDRESS: STREET 1: 3000 TECHNOLOGY DR CITY: ANGLETON STATE: TX ZIP: 77515 8-K 1 a05-6986_18k.htm 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): April 19, 2005

BENCHMARK ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

Texas	1-10560	74-2211011
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3000 Technology Drive, Angleton, Texas		77515
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (979) 849-6550

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Solicitin g material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

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))

Item 7.01. Other Events.

On April 19, 2005, Benchmark Electronics, Inc. responded to a letter from MMI Investments, L.P. dated March 30, 2005. A copy of the Company's letter is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference. The information in this Form 8-K is being furnished under Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9-01. Financial Statements and Exhibits.

Exhibit 99.1 Letter dated April 19, 2005.

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.

			BENCHMARK ELECTRONICS, INC.

Dated: April 20, 2005	By:	/s/	CARY T. FU
			Cary T. Fu
			Chief Executive Officer

EXHIBITS INDEX

Exhibit Number		Description

Exhibit 99.1		Letter dated April 19, 2005

EX-99.1 2 a05-6986_1ex99d1.htm EX-99.1

Exhibit 99.1

April 19, 2005

Mr. Clay Lifflander

MMI Investments, L.P.

1370 Avenue of the Americas, 25^th Floor

New York, NY 10019

Dear Mr. Lifflander:

We received your letter dated March 30, 2005. Thank you for your continued support of and interest in Benchmark. We agree with your observation that Benchmark’s operating performance is superior relative to other companies in the EMS industry, nonetheless in our competitive industry we continuously focus on improving our financial and operational performance. As a result, we review on an ongoing basis both our operational and capital structure to ensure such continued performance. We also point out that our share price has consistently outperformed our peer group average because of this continued focus.

We note the proposal in your letter for a special dividend. Benchmark’s board of directors and management routinely monitor Benchmark’s financial condition and the optimal use of its balance sheet for maximizing shareholder value. At its regularly scheduled meeting earlier this year the board discussed, as we do from time to time, at length with management and outside financial advisors a number of alternatives with respect to Benchmark’s current cash position. The board reviewed the strategic, operating and financial factors currently facing Benchmark as well as a detailed presentation from its financial advisors. At that meeting, the Benchmark board unanimously agreed not to implement a special dividend at this time. Of course, if the circumstances change we will not hesitate to revisit the idea of a special dividend or other similar actions.

	Sincerely,

	/s/ Cary T. Fu
	President and Chief Executive Officer