-----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, D8xxgxitNVabhE1E0xu2DNupBZ3QGHm0U+X5q1xlKItCulBO4kXr/FD30ogH5vxi e91pPCar+SIdv6vdxIJBrA== 0001157523-05-002864.txt : 20050329 0001157523-05-002864.hdr.sgml : 20050329 20050329121717 ACCESSION NUMBER: 0001157523-05-002864 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050329 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050329 DATE AS OF CHANGE: 20050329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGMATRON INTERNATIONAL INC CENTRAL INDEX KEY: 0000915358 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 363918470 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23248 FILM NUMBER: 05708741 BUSINESS ADDRESS: STREET 1: 2201 LANDMEIER RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 7089568000 MAIL ADDRESS: STREET 1: 2201 LANDMEIER ROAD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 8-K 1 a4851506.txt SIGMATRON INTERNATIONAL 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 March 29, 2005 Date of Report (Date of earliest event reported) ------------- SIGMATRON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 0-23248 36-3918470 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number ) Identification No.) 2201 Landmeier Road, Elk Grove Village, Illinois 60007 (Address of principal executive offices) (Zip Code) (847) 956-8000 (Registrant's telephone number, including area code) ------------- Not Applicable (Former Name or Former Address, if Changed Since Last Report) 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 8.01. Other Events and Regulation FD Disclosure. On March 29, 2005, SigmaTron International, Inc. (the "Company") issued a press release announcing the Company Signs Letter of Intent to Purchase Able Electronics, Inc., an Electronic Manufacturing Services Company. The press release is filed herewith as Exhibit 99.1. ITEM 9.01. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description - ----------- ----------------------------------------------------- Exhibit 99.1 Press Release issued by SigmaTron International, Inc., dated March 29, 2005. SIGNATURES 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. SIGMATRON INTERNATIONAL, INC. Date: March 29, 2005 By: /s/ Gary R. Fairhead ------------------------------ Name: Gary R. Fairhead Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------------------------------------------------- Exhibit 99.1 Press Release issued by SigmaTron International, Inc., dated March 29, 2005. EX-99.1 2 a4851506ex991.txt EXHIBIT 99.1 Exhibit 99.1 SigmaTron International, Inc. Signs Letter of Intent to Purchase Able Electronics, Inc., an Electronic Manufacturing Services Company ELK GROVE VILLAGE, Ill.--(BUSINESS WIRE)--March 29, 2005--SigmaTron International, Inc. (NASDAQ:SGMA), an electronic manufacturing services (EMS) company, today announced it has signed a non-binding letter of intent to purchase Able Electronics, Inc. (Able), headquartered in Hayward California, with an additional manufacturing facility located in Tijuana, Mexico. Terms of the proposed transaction were not disclosed. Able is an ISO 9001:2000 certified, privately-held EMS company serving Original Equipment Manufacturers in the test and measurement, medical instruments, telecommunications, computer peripherals, industrial controls and genetic research industries. The company provides a complete range of EMS solutions from engineering development and prototyping to systems integration and test. Able offers medium-to-high volume, full turnkey manufacturing, test and logistical services. Peter Dennis, Able's President, said, "Combining with SigmaTron completes one of our strategic goals - increasing capabilities domestically while reducing time to market and total cost for our customer base. The Able team and I are excited about expanding our service offerings through the SigmaTron platform. With SigmaTron's international footprint, including a wholly-owned operation in China, we believe we will be in a position to offer our customers a wider range of solutions to their EMS requirements." Gary R. Fairhead, president and chief executive officer, said, "Able provides value through operational excellence and long-term relationships with its customers, which include many world-class companies that are leaders in their industries. This acquisition will give SigmaTron significant industry expertise in a number of new markets, which when combined with our existing customer base, will diversify and expand the number of industries we will serve. We believe that this transaction will benefit Able's customer base by allowing them access to low cost manufacturing locations through SigmaTron's global footprint. In summation, the acquisition of Able is consistent with SigmaTron's strategic goals of diversifying our markets served and our customer base as well as expanding the range of services we offer." Headquartered in Elk Grove Village, IL, SigmaTron International, Inc. is an electronic manufacturing services company that provides printed circuit board assemblies and completely assembled electronic products. SigmaTron International, Inc. operates manufacturing facilities in Elk Grove Village, Illinois, Las Vegas, Nevada, Acuna, Mexico, Fremont, California and Suzhou-Wujiang, China. SigmaTron International, Inc. maintains engineering and materials sourcing offices in Taipei, Taiwan. Note: To the extent any statements in this press release statement may be deemed to be forward looking, such statements should be evaluated in the context of the risks and uncertainties inherent in the Company's business, including the Company's continued dependence on certain significant customers; that the transactions subject to a non-binding letter of intent will not be completed; the continued market acceptance of products and services offered by the Company and its customers; the activities of competitors, some of which may have greater financial or other resources than the Company; the variability of the Company's operating results; the availability and cost of necessary components; the Company's ability to manufacture lead free assemblies by mid - 2006; regulatory compliance; the continued availability and sufficiency of the Company's credit arrangements; changes in U.S., Mexican or Chinese regulations affecting the Company's business; the continued stability of the Mexican and Chinese economic, labor and political conditions, currency fluctuations, and the ability of the Company to manage its growth, including expansion into China and securing financing for the operation in China. These and other factors which may affect the Company's future business and results of operations are identified throughout the Company's Annual Report on Form 10-K, and may be detailed from time to time in the Company's filings with the Securities and Exchange Commission. These statements speak as of the date of this press release and the Company undertakes no obligation to update or revise such statements in light of new information, future events or otherwise. CONTACT: SigmaTron International, Inc. Linda K. Blake, 800-700-9095 -----END PRIVACY-ENHANCED MESSAGE-----