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) May 4, 2000
ACME ELECTRIC CORPORATION
(Exact Name of Registrant as Specified in Charter)
New York 1-8277 16-0324980
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification
of Incorporation) No.)
400 Quaker Road, East Aurora, New York 14052
(Address of Principal Executive Offices (Zip Code)
Registrant's telephone number, including area code (716) 655-3800
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On April 26, 2000, the Company entered into an Agreement
and Plan of Merger ("Agreement")with Miranda Holdings, Inc. and
Miranda Acquisition Corp. (collectively, "Miranda") pursuant to
which the shareholders of the Company would be asked to approve the
merger of the Company into Miranda for a consideration of $7.65 per
share. On May 4, 2000, the parties entered into Amendment #1 to
the Agreement increasing the consideration to be received by the
shareholders of the Company to $8.00 per share.
Item 7. Exhibits.
(c) The following exhibits are filed as a part of this
report:
(i) Amendment #1 to Agreement and Plan of Merger
among Acme Electric Corporation, Miranda Holdings, Inc. and Miranda
Acquisition Corp. dated as of May 4, 2000.
(ii) Press Release
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.
ACME ELECTRIC CORPORATION
(Registrant)
Date: May 5, 2000 By: /s/
Robert J. McKenna
Chairman and Chief
Executive Officer
ITEM 7. EXHIBITS
(c)(i)
Amendment #1 to Agreement and Plan of Merger among Acme Electric
Corporation, Miranda Holdings, Inc. and Miranda Acquisition Corp.
WHEREAS, on April 26, 2000, Acme Electric Corporation ("Acme"),
Miranda Acquisition Corp. ("Miranda") and Miranda Holdings, Inc. entered
into that certain Agreement and Plan of Merger (the "Agreement"), pursuant
to which Miranda shall merge with and into Acme; and
WHEREAS, the parties wish to amend Section 2.01(a) of the Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. Section 2.01(a) of the Agreement is hereby amended by
substituting "$8.00" for "$7.65", immediately preceding the phrase "(the
"Merger Consideration")."
2. All other terms and conditions of the Agreement shall remain in
full force and effect.
3. This Amendment #1 may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall
be deemed one and the same instrument.
Entered into this 4th day of May, 2000.
Acme Electric Corporation Miranda Acquisition Corp.
By: /s/ (R. T. Brady) By: /s/
Title: Director Name: William L. Joyce
Chairman--Special Committee Title: President
Miranda Holdings, Inc.
By: /s/
Name: William L. Joyce
Title: President
ITEM 7. EXHIBITS
(c)(ii)
CONTACT:
Richard Becht
(716) 655-3800
FOR IMMEDIATE RELEASE
ACME ELECTRIC ANNOUNCES INCREASED BUYOUT OFFER
EAST AURORA, NY, May 4, 2000 -- Acme Electric Corporation (NASDAQ:
ACEE) announced today that its Chairman and Chief Executive Officer, Robert
J. McKenna, in alliance with Strategic Investments and Holdings, Inc., has
agreed to increase the price it is offering to acquire Acme shares to $8.00
in cash for each share of common stock held. The new price is a 33%
increase over the closing price of the stock prior to the announcement of
the buyout offer.
A special committee of independent directors of the Acme Board, formed
to consider and respond to the buyout proposal, has unanimously approved
acceptance of the increased price.
Mr. McKenna commented, "The enhancement of our offer is the result of
feedback from our major shareholders and represents a significant
improvement in valuation. We look forward to shareholder approval, which
will allow us to maintain Acme as Buffalo based and become predominantly
locally owned."
The special committee retained Winthrop, Stimson, Putnam & Roberts as
legal counsel and Ernst & Young LLP has rendered an opinion that the
original offer is fair from a financial point of view, as to the
consideration to be received by Acme's shareholders. Closing of the
transaction is conditioned upon approval of Acme's shareholders, the
availability of the financing necessary to consummate the transactions, and
other customary conditions. The transaction is expected to close within
the next 60 - 120 days.
Founded in 1917, Acme Electric Corporation is a leader in the design
and manufacture of power conversion equipment for electronic and electrical
systems for industrial, commercial, residential, and military and aerospace
applications. Corporate headquarters are in East Aurora, NY, with
operations in Cuba, NY, Lumberton, NC, Tempe, AZ, and Monterrey, Mexico.
Buffalo-based Strategic Investments and Holdings, Inc. is a private
investment holding company that acquires and grows companies in partnership
with operating management. It has invested in over 65 such companies since
its inception in 1983.
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