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 9, 2010
Merix
Corporation
(Exact
name of registrant as specified in its charter)
|
Oregon
|
1-33752
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93-1135197
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
15725
SW Greystone Court
Suite
200
Beaverton,
Oregon
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97006
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code: (503) 716-3700
N/A
(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:
ý Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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 5.04. Temporary
Suspension of Trading Under Registrant’s Employee Benefit Plans.
On February 9, 2010, Merix Corporation
(“Merix”) sent a notice to its directors and executive officers informing them
that it no longer anticipates the need for a blackout period (the “Blackout
Period”) affecting directors and executive officers of Merix who continue as
directors or executive officers of Viasystems Group, Inc. (“Viasystems”) after
the closing of the merger between Merix and Viasystems. This notice
was an update to an earlier notice which was sent to directors and executive
officers on January 14, 2010 and reported on a Current Report on Form 8-K filed
on January 14, 2010.
The updated notice was provided
pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and a copy of the
updated notice is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01. Financial Statements
and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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|
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99.1
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Update
to Important Notice to Directors and Officers of Merix Corporation
Concerning the Expected Cancellation of Blackout Period and Regulation BTR
Trading Restrictions, dated February 9, 2010.
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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.
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Merix
Corporation
(Registrant)
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|||
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Date:
February 9, 2010
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By:
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/S/
Kelly E. Lang
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Kelly
E. Lang
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|||
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Executive
Vice President, Finance and
Chief
Financial Officer
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|||
EXHIBIT
INDEX
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Exhibit
No.
|
Description
|
|
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99.1
|
Update
to Important Notice to Directors and Officers of Merix Corporation
Concerning the Expected Cancellation of Blackout Period and Regulation BTR
Trading Restrictions, dated February 9, 2010.
|
Exhibit
99.1
Update
to Important Notice to Directors and Executive Officers
of
Merix Corporation
Concerning
the Expected Cancellation of Blackout Period
and
Regulation BTR Trading Restrictions
The
anticipated merger between Merix Corporation (“Merix”) and Viasystems Group,
Inc. (“Viasystems”) will result in an exchange of Merix common stock for
Viasystems common stock. Previously, we sent you a blackout notice
(the “Blackout Notice”) in order to notify you that directors and executive
officers of Merix who continue as directors or executive officers of Viasystems
after the closing of the merger would, subject to certain exceptions, be
prevented from buying or selling shares of Viasystems common stock (“Viasystems
Shares”) during a “blackout period” that was expected to begin on or about
February 9, 2010 and end during the week of February 14, 2010.
This
notice is to notify you that the aforementioned “blackout period” is now not
expected to occur.
The
reason a blackout period was expected to occur, as provided in the Blackout
Notice, is that Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR
(i.e., the Blackout
Trading Restriction), promulgated by the Securities and Exchange Commission,
generally require a blackout period to be imposed during which directors and
executive officers are subject to trading restrictions if 50% or more of the
participants in all individual account plans of an issuer are prohibited from
engaging in transactions with respect to the issuer’s equity securities in their
plan accounts for more than three consecutive business days. The
Blackout Trading Restriction also generally requires that we provide you and the
Securities and Exchange Commission (the “SEC”) with advance notice of such a
blackout period.
In this
case, a blackout period was originally expected to occur because the
trustee/administrator of the Merix Corporation 401(k) Profit Sharing Plan (the
“Plan”) will impose restrictions on transactions by Plan participants in order
to provide for the conversion of shares of Merix common stock held by the Merix
Stock Fund into Viasystems Shares contingent upon the closing of the merger
between Merix and Viasystems. Plan participants will be prevented
from moving money in or out of the Merix Stock Fund, changing funds within the
Merix Stock Fund in which a participant invests money and changing how much of
each paycheck is invested in the Merix Stock Fund. In addition, the
following general restrictions will be imposed: Plan participants will be
restricted from changing the address on their account, requesting a loan, making
unscheduled loan repayments and requesting withdrawals or
distributions.
Merix now
expects that a blackout period will not occur because the Plan restrictions are
not expected to exceed a period of three consecutive business
days. You will be notified directly in the event that the Plan
restrictions do in fact exceed three consecutive business days, in which case a
blackout period will occur.
Questions
regarding the Blackout Notice, this updated notice or any blackout period that
could apply to directors and executive officers (including questions regarding
whether a blackout period is being imposed) from and after the closing of the
merger may be directed to:
Bailey
Hurley
Viasystems
Group, Inc.
101 South
Hanley Road, Suite 400
St.
Louis, Missouri 63105
(314)
719-1838
Prior to
the closing of the merger, inquires regarding the Blackout Notice, this updated
notice or any blackout period that could apply may be directed to:
Kelly
Lang
Merix
Corporation
15725 SW
Greystone Court, Suite 200
Beaverton,
Oregon 97006
(503)
716-3650
Important
Legal Information
No
statement in this document is an offer to purchase or a solicitation of an offer
to sell securities.