-----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, Ch67XlrTI0/4oD2B91R4HgQXLxB8pCeui7grqzRVzFeSb+qShQYWwt2BR1Puz0xG OG6KyGtWEuEPVYgzI8JcfQ== /in/edgar/work/20000906/0001086130-00-500005/0001086130-00-500005.txt : 20000922 0001086130-00-500005.hdr.sgml : 20000922 ACCESSION NUMBER: 0001086130-00-500005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000823 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EFTC CORP/ CENTRAL INDEX KEY: 0000916797 STANDARD INDUSTRIAL CLASSIFICATION: [3672 ] IRS NUMBER: 840854616 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23332 FILM NUMBER: 717599 BUSINESS ADDRESS: STREET 1: HORIZON TERRACE STREET 2: 9351 GRANT STREET SIXTH FL CITY: DENVER STATE: CO ZIP: 80229 BUSINESS PHONE: 3034518200 MAIL ADDRESS: STREET 1: HORIZON TERRACE STREET 2: 9351 GRANT STREET SIXTH FL CITY: DENVER STATE: CO ZIP: 80229 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC FAB TECHNOLOGY CORP DATE OF NAME CHANGE: 19940103 8-K 1 0001.txt 08/23/00 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 23, 2000 EFTC CORPORATION (Exact Name of Registrant as Specified in Charter) 0-23332 (Commission File No.) 84-0854616 (IRS Employer Identification No.) Colorado (State or Other Jurisdiction of Incorporation) 9351 Grant Street, 6th Floor Denver, Colorado 80229 (Address of Principal Executive Offices) (303) 451-8200 (Registrant's telephone number, including area code) ITEM 1. CHANGES IN CONTROL OF REGISTRANT (a) The following summarizes the transactions by which Thayer-BLUM Funding, L.L.C., a Delaware limited liability company ("Purchaser"), acquired control of EFTC Corporation, a Colorado corporation ("EFTC" or "Registrant"). Purchaser was formed by affiliates of Thayer Capital Partners, based in Washington, D.C. ("Thayer"), and BLUM Capital Partners, based in San Francisco, California ("BLUM"). Thayer manages two private equity funds with more than $1.2 billion under management. Thayer focuses on buyouts and growth equity investments in four primary industries: information technology and services, electronics and outsourced manufacturing, travel and leisure services and outsourced business services. BLUM is a private equity and strategic block investment firm, which manages in excess of $3 billion in capital both domestically and internationally. Purchaser acquired control of EFTC by investing $90,500,000 in EFTC securities, which Purchaser reported as having come from Purchaser's working capital. On March 30, 2000, Purchaser and EFTC entered into a Securities Purchase Agreement, (as amended on July 12, 2000, the "Purchase Agreement"), pursuant to which, among other things, Purchaser invested $54,000,000 to purchase EFTC's Senior Subordinated Exchangeable Notes (the "March Notes"). On July 14, 2000, Purchaser invested an additional $14,000,000 to purchase EFTC's Senior Subordinated Notes (the "July Notes"). Pursuant to the terms of the Purchase Agreement, a tender offer was commenced on July 20, 2000 ("Tender Offer") for the purchase by Purchaser of up to a maximum 5,625,000 shares of common stock of EFTC, par value $.01 per share ("Common Stock"), at a price of $4.00 per share. The Tender Offer closed on August 22, 2000, and Purchaser accepted for purchase the maximum 5,625,000 shares of Common Stock on August 23, 2000. On August 22, 2000, the shareholders of EFTC voted to approve (i) the exchange of the March Notes for EFTC's Senior Subordinated Convertible Notes, and (ii) the exchange of the July Notes for EFTC's Series B Convertible Stock. On August 23, 2000 the March Notes were exchanged for EFTC's Senior Subordinated Convertible Notes in aggregate principal amount of $57,284,850 (the "Convertible Note"), and the July Notes were exchanged for 14,233.333 shares of EFTC's Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock is entitled to vote with the Common Stock on an as converted basis (7,907,407 votes as of August 23, 2000). As a result, as of August 23, 2000, Purchaser held 5,625,000 shares of Common Stock and 14,233.333 shares of Series B Convertible Preferred Stock, which together entitle Purchaser to 13,532,407 votes representing 57.7% of the total number of votes outstanding. Additionally, the Convertible Note is convertible into 22,203,430 shares of Common Stock. If the Convertible Note is converted, Purchaser will be entitled to a total of 35,735,837 votes, representing 78.3% of the total number of votes then outstanding. Pursuant to the terms of the Purchase Agreement, Purchaser also has the right to designate a majority of the members of EFTC's Board of Directors. Effective August 23, 2000, EFTC's Board of Directors appointed as Class II directors Jose S. Medeiros and Douglas P. McCormick, who were designated to serve as such by Purchaser. Purchaser had previously designated Jeffrey W. Goettman and John C. Walker to serve as Class III directors; Messrs. Goettman and Walker were so elected on March 30, 2000. (b) There are no other arrangements known to the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) - (b) Not applicable. (c) Exhibits. Exhibit 2.1 Securities Purchase Agreement, dated as of March 30, 2000 and as amended on July 12, 2000, by and between EFTC and Purchaser (incorporated by reference to Appendix II to EFTC's Proxy Statement on Schedule 14A filed with the Commission on July 19, 2000). Exhibit 2.2 Senior Subordinated Exchangeable Note, dated March 30, 2000 (incorporated by reference to Exhibit 4.3 to EFTC's Form 10-K for the year ended December 31, 1999). Exhibit 2.3 Allonge to Exchangeable Note, dated July 14, 2000 (incorporated by reference to Exhibit 5.2 to EFTC's Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Commission on July 19, 2000). Exhibit 2.4 Senior Subordinated Exchangeable Note, dated July 14, 2000 (incorporated by reference to Exhibit 4.2 to EFTC's Quarterly Report on Form 10-Q filed with the Commission on August 14, 2000). Exhibit 2.5 Form of Convertible Note (attached as Exhibit A to Exhibit 2.3). Exhibit 2.6 Form of Articles of Amendment to the Articles ofIncorporation of EFTC setting forth the terms of EFTC's Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.4 to EFTC's Quarterly Report on Form 10-Q filed with the Commission on August 14, 2000). 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. Date: September 6, 2000 EFTC CORPORATION By: /s/ James A. Doran Name: James A. Doran Title: Treasurer -----END PRIVACY-ENHANCED MESSAGE-----