-----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, ORvg3SBD3zE4BK0m939wpqrAis4Smau3h+/eNoNVHsSYulvhJEuTPKcbEd1ZZx+p rXuYUR9Q5y7yx2hpn4SjPA== /in/edgar/work/20000707/0001095811-00-001915/0001095811-00-001915.txt : 20000920 0001095811-00-001915.hdr.sgml : 20000920 ACCESSION NUMBER: 0001095811-00-001915 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000623 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANMINA CORP/DE CENTRAL INDEX KEY: 0000897723 STANDARD INDUSTRIAL CLASSIFICATION: [3672 ] IRS NUMBER: 770228183 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21272 FILM NUMBER: 669369 BUSINESS ADDRESS: STREET 1: 355 EAST TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4089545500 MAIL ADDRESS: STREET 1: 355 EAST TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: SANMINA HOLDINGS INC DATE OF NAME CHANGE: 19930223 8-K 1 e8-k.txt FORM 8-K 1 ================================================================================ 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 JUNE 23, 2000 Date of Report (date of earliest event reported) SANMINA CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 000-21272 77-0228183 - -------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.)
2700 NORTH FIRST STREET SAN JOSE, CALIFORNIA 95134 (Address of principal executive offices) (408) 964-3500 (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ 2 Item 2. Acquisition or Disposition of Assets Pursuant to an Agreement and Plan of Merger dated as of April 17, 2000, as amended (the "Merger Agreement"), among Registrant, SANM Acquisition Subsidiary, Inc., a Massachusetts corporation and wholly-owned subsidiary of Registrant ("Merger Sub"), and Hadco Corporation, a Massachusetts corporation ("Hadco"), Merger Sub has merged with and into Hadco (the "Merger"). Pursuant to the Merger, each share of Hadco common stock was converted into 1.40 shares of common stock, par value $0.001 per share, of the Registrant (the "Exchange Ratio") at the effective time of the Merger which occurred on June 23, 2000. The Exchange Ratio was the result of arm's length negotiations between the Registrant and Hadco. The Merger Agreement and the terms of the Merger are more fully described in Registrant's Form S-4 Registration Statement (Commission File No. 333-37526) relating to the shares of Registrant's common stock issued in the Merger. Item 5. Other Events On June 23, 2000, the Registrant issued the press release attached hereto as Exhibit 99.1 announcing its acquisition of Hadco Corporation. The information contained in this press release is incorporated by reference. Item 7. Financial Statements and Exhibits (a) The Registrant's Financial Statements are incorporated by reference to the Registrant's Form S-4 Registration Statement filed with the Securities and Exchange Commission on May 22, 2000. See selected historical consolidated financial data, pages 9 - 15. (b) The Registrant's Pro Forma Financial Information is incorporated by reference to the Registrant's Form S-4 Registration Statement filed with the Securities and Exchange Commission on May 22, 2000. See unaudited pro forma combined financial statements, pages F-1 - F-6. (c) Exhibits 99.1 Press release of Registrant dated June 23, 2000 announcing the completion of the Merger. 2 3 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 7, 2000 SANMINA CORPORATION /s/ RANDY W. FURR ---------------------------------- Randy W. Furr President and Chief Operating Officer 3 4 SANMINA CORPORATION EXHIBIT INDEX TO FORM 8-K Dated June 23, 2000 Exhibit 99.1 Press release of Registrant dated June 23, 2000 announcing the completion of the Merger.
4
EX-99.1 2 ex99-1.txt EX-99.1 1 EXHIBIT 99.1 Sanmina Completes Merger with Hadco June 23, 2000 09:26 Combination Positions Sanmina as Global Leader in Printed Circuit Fabrication Technology SAN JOSE, Calif., June 23 /PRNewswire/ -- Sanmina Corporation (Nasdaq: SANM), a leading electronics contract manufacturer, today announced that the company has completed its merger with Hadco Corporation, a major manufacturer of advanced electronic interconnect products in North America. As a result of the transaction, Hadco is now a wholly owned subsidiary of Sanmina and each outstanding share of Hadco Common Stock will be converted into 1.40 shares of Sanmina Common Stock. "We are very excited about this merger as we believe it will provide us with a dynamic platform for continued rapid growth," said Jure Sola, Chairman and Chief Executive Officer of Sanmina. "The combined company offers customers a number of advantages, including cost effective new product development capabilities, increased advanced circuit fabrication technology and capacity, and the addition of a talented workforce. We look forward to working with our new colleagues." Commenting further, Andrew E. Lietz, President and Chief Executive Officer of Hadco, said, "We are pleased this transaction has been approved and are proud that Hadco shareholders and employees will have an opportunity to share in Sanmina's significant growth opportunities in the robust electronics manufacturing services (EMS) market." About Sanmina Corporation Sanmina Corporation is a leading electronics contract manufacturing services company providing a full spectrum of integrated, value-added electronic manufacturing services. Services include the manufacture of complex printed circuit board assemblies, custom-designed backplane assemblies and subassemblies, multi-layered printed circuit boards, custom cable and wire harness assemblies, enclosures and the testing and assembly of electronic subsystems and systems. The company provides these services to a diversified base of leading OEMs in the communications, industrial and medical instrumentation and computer sectors of the electronics industry. Sanmina common stock trades on the Nasdaq National Market under the symbol: SANM. Information regarding Sanmina can be found on its World Wide Web page located at http://www.sanmina.com. Safe Harbor Statement The foregoing, including the discussion regarding the company's future prospects contains certain forward-looking statements that involve risks and uncertainties, including uncertainties associated with economic conditions in the electronics industry, particularly in the principal industry sectors served by the company, changes in customer requirements and in the volume of sales to principal customers, the ability of the company to assimilate acquired businesses and to achieve the anticipated benefits of such acquisitions, competition and technological change. The company's actual results of operations may differ significantly 2 from those contemplated by such forward-looking statements as a result of these and other factors, including factors set forth in the company's 1999 Annual Report on Form 10-K filed with the Securities Exchange Commission on December 15, 1999 and the company's most recent quarterly 10-Q report dated May 16, 2000. 2
-----END PRIVACY-ENHANCED MESSAGE-----