PEN INTERCONNECT INC
8-K, 1999-04-27
COMPUTER COMMUNICATIONS EQUIPMENT
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                       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) April 6, 1999


                             Pen Interconnect, Inc.
             (Exact Name of Registrant as Specified in its Charter)


          Utah                           1-14072                 87-0430260
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer
incorporation or organization)                            Identification Number)


<PAGE>




1601 Alton Parkway, Irvine, California                          92606
(Address of Principal Executive Offices)                      (Zip Code)


Registrant's telephone number including Area Code:   (949) 261-3131


                 2351 South 2300 West, Salt Lake City, UT 84119
           (Registrant's Former Address, if Changed Since Last Report)



<PAGE>






Item 2.  Acquisition or Disposition of Assets

         The Company  announced that it had terminated its previously  announced
merger agreement with Laminating Technologies, Inc.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS

         The Company's  press release dated April 6, 1999 is attached  hereto as
Exhibit 99.1




<PAGE>





                                   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 thereunto duly authorized.


                                       Pen Interconnect, Inc.


                                       By:   /s/ Stephen J. Fryer
                                          --------------------------
                                          Stephen J. Fryer
                                          President and Chief Operating Officer

Date: April 23, 1999

<PAGE>


                                                                   Exhibit 99.1
                                                          FOR IMMEDIATE RELEASE



Contact: Stephen Fryer, CEO.                Richard Carpenter or Jeff Lamberson
         Pen Interconnect, Inc.             American Financial Communication
         (949) 798-5800                     (916) 552-6532


PEN INTERCONNECT AND LTI TERMINATE MERGER AGREEMENT

IRVINE, CA (April 6, 1999) PEN INTERCONNECT,  INC. (OTC BB: PENC) and Laminating
Technologies,  INC.  (OTC BB: LAMT)  announced  today that they have  terminated
their pending merger.  Pen's CEO Steve Fryer stated, "Both companies worked hard
to complete  this  merger,  but market  conditions  changed  causing this mutual
termination agreement.  Meanwhile,  Pen continues to implement its plan to focus
on its core  competencies  to grow its  contract  manufacturing  business and to
enhance its profit potential."

Pen  Interconnect,  Inc.  provides the total  manufacturing  solution  including
circuit  design,  board design from  schematic,  mechanical and product  design,
prototype  assembly,   volume  board  assembly,  system  services  and  end-user
distribution.  Pen Interconnect,  Inc. has support  manufacturing  facilities in
California,  Utah and China.  For information the Company's  product data, visit
their web site at http://www.pen-interconnect.com.

The statements contained in this news release that are not purely historical are
forward-  looking  statements  that may  involve  risks and  uncertainties.  The
Company's actual results may differ  significantly from the results contained in
the  forward-looking  statements.  Factors  that might  cause  such  differences
include,  but are not limited to, the effect of losses and other  factors on the
Company's credit facilities,  business and results of operations;  the Company's
limited  capital  resources and its ability to fulfill its existing  obligations
and ongoing capital needs;  risks associated with excess or obsolete  inventory;
the potential  impairment of assets;  the Company's  dependence on key customers
and their  financial  viability;  the impact of  competition;  and the Company's
abilities  to  effectively  manage  growth.  These and other  risk  factors  are
discussed in the Company's filings on Form 8-K, S-3, 10-QSB and 10-KSB.






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