Attached files
file | filename |
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EX-3.1 - EXHIBIT 3.1 - MERIX CORP | ex3_1.htm |
EX-4.1 - EXHIBIT 4.1 - MERIX CORP | ex4_1.htm |
EX-3.2 - EXHIBIT 3.2 - MERIX CORP | ex3_2.htm |
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 16, 2010
Merix
Corporation
(Exact
name of registrant as specified in its charter)
Oregon
|
1-33752
|
93-1135197
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
15725
SW Greystone Court
Suite
200
Beaverton,
Oregon
|
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:
o 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))
Introductory
Note
On February 16, 2010, Merix Corporation
(the “Company”) completed its merger (the “Merger”) with Maple Acquisition Corp.
(“Merger Sub”), a wholly owned subsidiary of Viasystems Group, Inc.
(“Viasystems”), whereby Merger Sub merged with and into the Company with the
Company continuing as the surviving corporation in the Merger and as a wholly
owned subsidiary of Viasystems. The Merger was effected pursuant to
an Agreement and Plan of Merger, dated as of October 6, 2009 (the “Merger
Agreement”), by and among the Company, Viasystems and Merger Sub. The following
events took place in connection with the consummation of the
Merger:
Item
1.02 Termination of a Material Definitive
Agreement.
In connection with the consummation of
the Merger, on February 16, 2010, the Company terminated the Loan Agreement and
Security Agreement dated as of May 9, 2008, as amended on May 18, 2009 (the
“Loan Agreement”), among the Company, Bank of America, N.A., as Administrative
Agent, and the lenders thereto, and other related documents. The Company paid a
termination fee of $137,500. Outstanding principal and interest under
the Loan Agreement totaled $77,066.57 and was paid in full at the termination of
the Loan Agreement.
The agents and certain lenders under
the Loan Agreement and their affiliates have in the past provided, and may in
the future provide, investment banking, underwriting, lending, commercial
banking and other advisory services to Merix and its subsidiaries. These parties
have received, and may in the future receive, customary compensation from Merix
or its subsidiaries for such services.
Item
3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of
the Merger, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) on
February 16, 2010 that each outstanding share of common stock, no par value per
share, of the Company (“Common Stock”) (other than shares of Common Stock held
by the Company, Viasystems and Merger Sub, and certain restricted shares granted
to directors on August 7, 2009) was converted in the Merger into the right to
receive 0.1119086 of a share of Viasystems common stock, and requested that
Common Stock be delisted from NASDAQ as of the close of business on February 16,
2010. With respect to any fractional shares resulting from the
conversion, each shareholder will receive $21.61 multiplied by the fractional
share interest to which such holder is otherwise entitled.
Item
3.03 Material Modification to Rights of Security
Holders.
On February 16, 2010, the Merger was
consummated in accordance with the Merger Agreement. The Merger Agreement and
related Plan of Merger were approved by the Company’s shareholders at a special
meeting of the Company’s shareholders held on February 8, 2010. Under the terms
of the Merger Agreement, each outstanding share of Common Stock (other than
shares of Common Stock held by the Company, Viasystems and Merger Sub, and
certain restricted shares granted to directors on August 7, 2009) was converted
in the Merger into the right to receive 0.1119086 of a share of
Viasystems common stock, and with respect to any resulting fractional shares,
$21.61 multiplied by the fractional share interest to which such holder is
otherwise entitled. Upon the effective time of the Merger, holders of Common
Stock immediately prior to the effective time of the Merger ceased to have any
rights as shareholders in the Company (other than their right to receive the
merger consideration).
The foregoing description of the Merger
and the Merger Agreement is not complete and is qualified in its entirety by
reference to the Merger Agreement, which was attached as Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 7, 2009, and is incorporated herein by
reference.
On February 16, 2010, the Company
entered into a First Supplemental Indenture with U.S. Bank National Association,
as trustee (the “First Supplemental Indenture”), amending and supplementing the
Indenture, dated as of May 16, 2006, between the parties relating to the
Company’s 4% Convertible Senior Subordinated Notes Due 2013 (the
“Notes”). Among other matters, the First Supplemental Indenture
provides that holders will receive shares of Viasystems common stock and cash in
lieu of fractional shares upon the conversion, if any, of their Notes under the
Indenture in an amount equal to the number of shares of Viasystems common stock
and cash in lieu of fractional shares that such holder would have received if
such holder converted its Notes immediately prior to the
merger. Under the First Supplemental Indenture, Viasystems has also
irrevocably and unconditionally guaranteed all of the Company’s obligations
under the Notes and the Indenture. A copy of the First Supplemental
Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by
reference.
Item
5.01 Changes in Control of
Registrant.
As a result of the Merger, a change of
control of the Company occurred and the Company became a wholly owned subsidiary
of Viasystems. The disclosure under Item 3.03 is incorporated herein by
reference. Pursuant to the Merger Agreement, three former directors
of the Company will join the board of directors of Viasystems as of the
effective time of the Merger.
Item
5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Agreements of
Certain Officers.
As a result of the Merger, all of the
directors of the Company immediately prior to the effective time of the Merger
resigned from their position as director and any committees of which they were a
member, as of the effective time of the Merger. These resignations were not a
result of any disagreements between the Company and the current directors on any
matter relating to the Company’s operations, policies or practices. Upon
completion of the Merger, the directors of Merger Sub became the directors of
the Company.
In addition, all officers of Merger Sub
immediately prior to the effective time of the Merger became officers of the
Company, as of the effective time of the Merger.
Item
5.03 Amendments to Articles of Incorporation or By-laws;
Change in Fiscal Year.
Pursuant to the terms of the Merger
Agreement, at the effective time of the Merger, the Company’s articles of
incorporation were amended and restated in their entirety. The restated articles
of incorporation of the Company are attached as Exhibit 3.1 hereto and
incorporated herein by reference.
Pursuant to the terms of the Merger
Agreement, the bylaws of Merger Sub were amended and restated in their entirety.
The amended and restated bylaws of the Company are attached as Exhibit 3.2
hereto and incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
|
|
3.1
|
Amended
and Restated Articles of Incorporation of Merix
Corporation.
|
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3.2
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Amended
and Restated Bylaws of Merix Corporation.
|
|
4.1
|
First
Supplemental Indenture, dated as of February 16, 2010 among Merix
Corporation, Viasystems Group, Inc. and U.S. Bank National Association, as
trustee.
|
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.
Merix
Corporation
(Registrant)
|
|||
Date:
February 16, 2010
|
By:
|
/S/ Kelly E. Lang | |
Kelly
E. Lang
|
|||
Executive
Vice President, Finance and
Chief
Financial Officer
|
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
|
3.1
|
Amended
and Restated Articles of Incorporation of Merix
Corporation.
|
|
3.2
|
Amended
and Restated Bylaws of Merix Corporation.
|
|
4.1
|
First
Supplemental Indenture, dated as of February 16, 2010 among Merix
Corporation, Viasystems Group, Inc. and U.S. Bank National Association, as
trustee.
|