SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 5, 1995
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COMPUTER PRODUCTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Florida 0-4466 59-1205269
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(STATE OR OTHER JURISD- (COMMISSION (IRS EMPLOYER
ICTION OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
7900 Glades Road, Suite 500, Boca Raton, Florida 33434-4105
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (407) 451-1000
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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 5. OTHER EVENTS.
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On April 5, 1995, Computer Products, Inc. (the "Company")
issued a press release announcing that it had called for redemption
on May 5, 1995 all of its remaining outstanding 9-1/2% Convertible
Subordinated Debentures due May 15, 1997 (the "Debentures"). As of
such date, the Company had an aggregate principal amount of
$33,383,000 of Debentures outstanding. The Debentures are to be
redeemed for an aggregate amount of $1,054.86 per $1,000 of principal
amount of Debentures (consisting of a redemption payment of $1,010
per $1,000 principal amount plus accrued and unpaid interest thereon
from November 15, 1994 to May 5, 1995 of $44.86). On May 5, 1995,
interest will cease to accrue on the Debentures and Debentureholders
will have no rights, other than the right to receive $1,054.86 per
$1,000 principal amount of Debentures upon surrender of their
Debentures.
In accordance with the terms of the Debentures, until 5:00
p.m., local time in Chicago, Illinois, on April 24, 1995 (the
"Conversion Date"), the Debentures may be converted at the option of
the holders. The conversion price is $4.625 per share, a rate of 216
shares of Company common stock for each $1,000 principal amount of
Debentures (plus $1.00 in cash for the resulting fractional share).
Any Debentures that have not been converted into Company common stock
on or prior to the Conversion Date will be redeemed on May 5, 1995,
as discussed above.
LaSalle National Bank, the Paying and Conversion Agent in
respect of the Debentures, has sent a formal notice of redemption,
dated April 5, 1995, to holders of the Debentures.
The Company also announced on April 5, 1995 that it had
entered into an unsecured credit agreement with First Union National
Bank of Florida. Such credit agreement provides for a $25 million
seven-year term loan and a $20 million three-year revolving working
capital line of credit. Proceeds from the term loan, together, if
needed, with available Company cash balances, will be used by the
Company to finance the redemption of Debentures.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits
Exhibit No. Description
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99.1 Press release issued by the Company
on April 5, 1995.
99.2 Notice of redemption, dated
April 5, 1995, sent to holders
of the Debentures.
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SIGNATURE
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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.
Dated: April 7, 1995
COMPUTER PRODUCTS, INC.
By: RICHARD J. THOMPSON
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RICHARD J. THOMPSON
Vice President/Finance
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Page
No. Description No.
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99.1 Press release issued 6
by the Company
on April 5, 1995.
99.2 Notice of redemption, 9
dated April 5, 1995,
sent to holders
of the Debentures
<PAGE>
COMPUTER PRODUCTS NEWS RELEASE
CONTACT:
JENNIFER WALL
D. F. KING & CO., INC.
212/269-5550
COMPUTER PRODUCTS ANNOUNCES NEW CREDIT
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AGREEMENT TOTALING $45 MILLION AND CALLS FOR REDEMPTION ITS 9-1/2% CONVERTIBLE
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SUBORDINATED DEBENTURES DUE 1997
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NEW AGREEMENT INCLUDES UNSECURED $25 MILLION 7-YEAR
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TERM LOAN AND $20 MILLION 3-YEAR LINE OF CREDIT
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BOCA RATON, FLA., APRIL 5, 1995 . . . Computer Products, Inc. (NASDAQ: CPRD)
announced today the signing of an unsecured credit agreement with First Union
National Bank of Florida. The Company also announced that is has called for
redemption on May 5, 1995, all of the remaining $33,383,000 of its 9-1/2 %
Convertible Subordinated Debentures due May 15, 1997 (NASDAQ: CPRDG).
The new credit agreement provides $25 million in a seven-year term loan and $20
million in a three-year revolving working capital line of credit. The revolving
facility replaces and expands the Company's previous $15 million secured
facility, which expired in March 1995, and will be used to fund the Company's
working capital needs. Proceeds from the long-term loan, together with
available cash balances, will be used to redeem the Debentures.
Computer Products has called for redemption its 9-1/2 % Convertible Subordinated
Debentures at $1,010 for each $1,000 principal amount, which equals 101% of par,
plus accrued and unpaid interest of $44.86 per Debenture to May 5, 1995, the
redemption date. Until the close of business on April 24, 1995,
Debentureholders may convert their Debentures into shares of common stock at a
conversion price of $4.625 per share, or approximately 216 shares for each
$1,000 Debenture. Holders who convert will forego accrued interest from
November 15, 1994.
Commenting on the announcements, Richard J. Thompson, Computer Products' Chief
Financial Officer, said "We are pleased with the lower financing costs, longer
maturities and more flexible financing terms provided by our new credit
agreement. Additionally, by redeeming the Company's Debentures, we can lessen
potential dilution of our common stock."
"The Company's improving financial performance has provided us with the ability
to secure favorable working capital resources to fund growth and to reduce the
uncertainty caused by the near term maturity of the Debentures. We look forward
to building further on this banking relationship as our capital needs grow."
A notice of redemption will be mailed on April 5, 1995. D. F. King & Co., Inc.
will serve as Information Agent in connection with the redemption, and LaSalle
National Bank will act as Paying and Conversion Agent.
Computer Products, Inc., headquartered in Boca Raton, Fla., manufactures
standard and custom-designed electronic products and subsystems for power
conversion, industrial automation, and real-time systems applications for the
communications industry. The Company has operations in Pompano Beach, Fla.,
Madison, Wis., Boston, Mass., Fremont, Calif., Hong Kong and the Republic of
Ireland.
<PAGE>
RE: COMPUTER PRODUCTS, INC. $33,383,000 9-1/2% CONVERTIBLE SUBORDINATED
DEBENTURES DUE MAY 15, 1997
CUSIP Number: 205300 AA 4*
Redemption Date: May 5, 1995
Notice Date: April 5, 1995
CONVERSION DATE: APRIL 24, 1995
Dear Holder:
NOTICE IS HEREBY GIVEN THAT, pursuant to Sections 3.03 and 3.04 of that certain
Indenture (the "Indenture"), dated as of May 15, 1987, as supplemented, by and
between Computer Products, Inc. (the "Company") and LaSalle National Bank (the
"Trustee") relating to the above-referenced debentures (the "Debentures") and
Paragraphs 5 and 6 of the Debentures, all outstanding Debentures will be
redeemed by the Company on May 5, 1995 (the "Redemption Date") for a payment
amount equal to 101% of the principal amounts thereof, plus all accrued and
unpaid interest thereon to the Redemption Date.
Accordingly, unless you determine to convert any Debentures that you hold in
accordance with the procedures discussed below, it is mandatory that you
surrender all of your Debentures to the Trustee, as Paying Agent, in connection
with the redemption by no later than the Redemption Date, at the following
address:
LaSalle National Bank, as Paying Agent
Corporate Trust Operations, Room 360
135 South LaSalle Street
Chicago, IL 60603
WE RECOMMEND THAT YOU FORWARD YOUR DEBENTURE(S) BY REGISTERED, INSURED MAIL.
Upon receipt of your Debenture(s), we, on behalf of the Company, will remit to
you on or after the Redemption Date the redemption payment for your
Debenture(s), plus all accrued and unpaid interest thereon. Interest on the
Debentures shall cease to accrue on and after the Redemption Date.
IMPORTANT: Federal income tax law requires that a redeeming institution
withhold 31% of the redemption payment to certain holders unless
it is provided with a Social Security Number or Federal Employee
Identification Number, properly certified. Compliance with this
requirement may be fulfilled by submitting a Form W-9 which can
be obtained at a bank or other financial institution.
Pursuant to Section 10.01 of the Indenture and Paragraph 7 of the Debentures,
holders of Debentures may convert such Debentures at any time before the close
of business on the ninth (9th) business day prior to the Redemption Date, i.e.
5:00 p.m., local time, on April 24, 1995 (the "Conversion Date") at the Chicago,
Illinois office of the Trustee, unless the Company shall default in its payment
of amounts due upon redemption. Debentures not converted at the close of
business on the Conversion Date will be redeemed at the redemption price. A
holder who wishes to convert his/its Debenture(s) must satisfy the requirements
set forth in Paragraph 7 of the Debentures. Specifically, a holder must (1)
complete and execute the Conversion Notice attached to his/its Debenture(s), (2)
surrender the Debenture(s) to the Trustee, as Conversion Agent, on or prior to
the Conversion Date, (3) furnish appropriate endorsements or transfer documents
and (4) pay any required transfer or similar taxes.
The conversion price for the Debentures is $4.625 per share of Company common
stock (the "Common Stock"). No adjustment or payment will be made for interest
accrued on Debentures surrendered for conversion or for dividends or
distributions on Common Stock delivered upon conversion. The Company will
deliver a check for the market value of any fractional share(s) of Company
Common Stock. As promptly as practicable after the surrender of Debentures for
conversion, the Company will issue and deliver at the office of the Conversion
Agent to the Debentureholder, or on such holder's written order, a certificate
or certificates for the number of full shares of Common Stock issuable upon the
conversion of such Debentures. Holders of Debentures are entitled to convert
fewer than all of the Debentures they hold, provided that any conversions are
for principal amounts of Debentures in integral multiples of $1,000, in
accordance with the terms of the Indenture.
IF YOU DESIRE TO CONVERT YOUR DEBENTURES, THEY SHOULD BE SURRENDERED AND
FORWARDED BY REGISTERED, INSURED MAIL, TO:
LaSalle National Bank, as Conversion Agent
Corporate Trust Operations, Room 360
135 South LaSalle Street
Chicago, IL 60603
Debentures surrendered for conversion must be received no later than the
Conversion Date.
ALTERNATIVES AVAILABLE TO HOLDERS OF THE DEBENTURES:
Holders of Debentures have the following alternatives which should be carefully
considered:
1. CONVERT THE DEBENTURES INTO COMMON STOCK. Until 5:00 p.m., local time in
Chicago, Illinois, on April 24, 1995, the Debentures are convertible at the
option of the holder. The conversion price is $4.625 per share, a rate of
216 shares of Common Stock for each $1,000 principal amount of Debentures
(plus $1.00 in cash for the resulting fractional share). The closing sale
price of the Common Stock, as reported in The NASDAQ National Market
System, on April 4, 1995 was $4.8125. On the basis of such last reported
sale price, 216 shares of the Company's Common Stock had a value equivalent
to $1,039.50. However, such value may vary as a result of subsequent
changes in the market value of the Common Stock. No payment or adjustment
will be made upon conversion for interest accrued on the Debentures
surrendered for conversion or for dividends or distributions on Common
Stock delivered upon such conversion.
SO LONG AS THE MARKET PRICE OF THE COMMON STOCK IS MORE THAN $4.88 PER
SHARE, HOLDERS OF THE DEBENTURES WOULD RECEIVE, UPON CONVERSION, SHARES OF
COMMON STOCK HAVING A MARKET VALUE GREATER THAN THE AMOUNT OF CASH THAT
WOULD BE RECEIVED UPON REDEMPTION OF THE DEBENTURES. HOLDERS OF DEBENTURES
ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE COMPANY'S COMMON
STOCK. THE CONVERSION RIGHT EXPIRES AT 5:00 P.M., LOCAL TIME IN CHICAGO,
ILLINOIS, ON APRIL 24, 1995.
2. REDEMPTION OF DEBENTURES. Any Debentures that have not been converted into
Common Stock on or prior to 5:00 p.m., local time in Chicago, Illinois, on
April 24, 1995, will be redeemed on the Redemption Date. Upon Redemption,
a holder will receive $1,054.86 per $1,000 principal amount of Debentures
(consisting of a redemption amount of $1,010 per $1,000 principal amount
plus accrued and unpaid interest thereon from November 15, 1994 to the
Redemption Date of $44.86). On the Redemption Date, interest will cease to
accrue and holders of Debentures will not have any rights as such holders,
other than the right to receive $1,054.86 per $1,000 principal amount of
Debentures, without further interest, upon surrender of their Debentures.
3. SALE OF DEBENTURES. Sales of Debentures may be made through open market
transactions, and if Debentures are acquired in advance of April 24, 1995,
buyers thereof may convert Debentures into Common Stock in the manner
described above. After 5:00 p.m., local time in Chicago, Illinois, on
April 24, 1995, no holder of Debentures will be entitled to convert his/its
Debentures into Common Stock. This may have an adverse impact on the
market for Debentures. Holders of Debentures who wish to make sales should
consult with their own brokers concerning if and when their Debentures
should be sold. The Debentures are listed on The NASDAQ National Market
System.
No transfer of Debentures will be registered by the Trustee after the date of
this Notice. Payments upon redemption and/or issuance of Common Stock upon
conversion will be made to registered holders, unless directed otherwise by such
holders upon surrender of Debentures.
In accordance with the provisions of the Indenture, the Trustee is providing
this Notice in the name and on behalf of the Company.
If you have any questions concerning this Notice, please feel free to contact us
at (312) 904-2226.
LASALLE NATIONAL BANK,
as Indentured Trustee
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* The CUSIP Number is included solely for the convenience of the
Debentureholders. The Trustee shall not be responsible for the selection
or use of the CUSIP Number, nor is any representation made as to its
correctness on the Debentures or as indicated in this Notice.
