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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): SEPTEMBER 2, 1997
COMPUTER PRODUCTS, INC.
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(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 (561) 451-1000
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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On September 2, 1997, Computer Products, Inc., a Florida corporation ("CPI"),
and CPI Acquisition Corp, a Minnesota corporation and a wholly-owned subsidiary
of CPI ("CPI Sub"), entered into an Agreement and Plan of Merger dated as of
September 2, 1997 (the "Merger Agreement") with Zytec Corporation, a Minnesota
corporation ("Zytec"). The Merger Agreement provides for the merger of CPI Sub
with and into Zytec, with Zytec surviving as a wholly-owned subsidiary of CPI
(the "Merger").
Pursuant to the Merger Agreement, each share of Zytec's common stock, without
par value, outstanding immediately prior to the Effective Time (as defined in
the Merger Agreement) of the Merger (other than shares owned directly or
indirectly by CPI or Zytec, which shares will be cancelled) will be converted
into 1.33 shares of CPI's common stock, $0.01 par value. Each holder of a
certificate representing, prior to the Effective Time, shares of Zytec common
stock will cease to have any rights with respect thereto after the Merger,
except the right to receive (i) certificate(s) representing the shares of CPI
common stock into which such Zytec common shares have been converted, and (ii)
any cash, without interest, to be paid in lieu of any fractional share of CPI
common stock.
Prior to its execution, the Merger Agreement was unanimously approved by the
respective Boards of Directors of CPI and Zytec. Fairness opinions were
delivered by BT Alex.Brown Incorporated and Needham & Company, Inc. to the
Boards of Directors of CPI and Zytec, respectively. The consummation of the
Merger is subject, among other things, to the approval of the issuance of CPI
common stock in connection with the Merger by the shareholders of CPI, the
approval of the Merger Agreement by the stockholders of Zytec and to certain
regulatory clearances.
Additional information concerning the Merger Agreement and the Merger will be
included in the Registration Statement on Form S-4 (including the prospectus and
joint proxy statement of CPI and Zytec comprising parts thereof) to be filed
with the Securities and Exchange Commission.
A copy of the joint press release issued by CPI and Zytec on September 3, 1997
with respect to the Merger is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
Exhibit No. Description
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99.1 Joint press release issued by CPI and Zytec on September 3,
1997.
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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.
COMPUTER PRODUCTS, INC.
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(Registrant)
Dated: September 5, 1997
By: /s/ Richard J.Thompson
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Richard J.Thompson,
Vice President-Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Joint press release issued by CPI and Zytec on September 3, 1997.
COMPANY LOGO
FOR IMMEDIATE RELEASE
Investor Relations Contact: Computer Products Contact: Zytec Contact:
John Heilshorn - John Nesbett Richard J. Thompson John B. Rodgers
Lippert/Heilshorn & Assoc. Chief Financial Officer Chief Financial Off.
(212) 838-3777 (561) 451-1000 (612) 941-1100
COMPUTER PRODUCTS, INC. AND ZYTEC CORPORATION
ANNOUNCE PLANS TO MERGE
CREATING ONE OF THE WORLD'S LEADING POWER SUPPLY COMPANIES
COMPANIES COMBINE TO FURTHER CAPITALIZE ON OPPORTUNITIES IN THE COMMUNICATIONS
INDUSTRY
BOCA RATON, FL (September 3, 1997) -- Computer Products Inc. (Nasdaq NM:CPRD)
and Zytec Corporation (Nasdaq NM:ZTEC), two of the largest companies in the
power supply industry, today announced that their respective boards of directors
have unanimously approved a definitive agreement to merge and become one of the
world's leading providers of power supplies and power systems for the
communications market.
Based on the closing price of Computer Products' common stock on August 29,
1997, the transaction is valued in excess of $500 million on a fully diluted
basis. The combined companies' 1997 revenue is expected to be approximately $530
million.
The agreement provides for a stock-for-stock exchange in which each share of
Zytec common stock will be exchanged for 1.33 shares of Computer Products'
common stock. Computer Products expects to ultimately issue approximately 16.7
million common shares for Zytec's common and equivalent shares outstanding which
will represent approximately 40% of Computer Products' ownership on a fully
diluted basis.
The transaction is expected to be a tax free exchange to be accounted for as a
pooling of interests and it is expected to close in the fourth fiscal quarter of
Computer Products ending January 2, 1998. A one-time charge related to certain
merger costs will be expensed at that time. The transaction is anticipated to be
moderately accretive to Computer Products earnings in fiscal 1998. Completion of
the merger is conditional upon approval by the shareholders of both companies
and certain government regulatory clearances.
Mr. Joseph M. O'Donnell, Chairman, President and Chief Executive Officer of
Computer Products Inc., stated, "The concept of combining Zytec and Computer
Products was driven by trends among our customers in the communications market.
We are confident the benefits of the merger will quickly be apparent to our
customers, employees and shareholders. Together, the ability of the two
companies to offer customers unparalleled service, leading edge technology and
financial strength will be significantly increased. It is our belief that the
combined company will offer the industry's largest engineering, sales and
service staff with manufacturing locations strategically located throughout the
world. Additionally, our strategic need for a significant North American
manufacturing presence would largely be fulfilled by this merger. "
Mr. Ronald D. Schmidt, Chairman, President and Chief Executive Officer of Zytec
Corporation, commented, "This transaction creates a world leader in the power
industry offering communication customers unique and innovative solutions
tailor-made to their rigorous specifications. The global resources of this new
company enhance our ability to provide market-leading technology combined with a
first class commitment to customer service, improved growth opportunity for our
employees and better return to our stockholders. Furthermore, our strategic plan
has called for a manufacturing and engineering presence in the Far East. This
merger would make it a reality."
Following the merger, Mr. O'Donnell will serve as President and Chief
Executive Officer. Mr. O'Donnell and Mr. Schmidt will serve as Co-Chairman.
Mr. Richard J. Thompson will serve as Chief Financial Officer of the combined
entity.
Computer Products, Inc., headquartered in Boca Raton, Fla., is a manufacturer of
standard and custom-designed electronic products and subsystems for the
communications industry and other real-time systems applications. The Company
has operations in Madison, Wis., Boston, Mass., Fremont and Huntington Beach,
Calif., Hong Kong and Zhongshan, China, the Republic of Ireland, Germany,
Netherlands and the Czech Republic.
Based in Minneapolis, Minnesota, Zytec is a leading designer and manufacturer of
custom electronic power conversion equipment for original equipment
manufacturers in the communications, networking, computer and other electronic
equipment market places. In addition, the company provides logistics and repairs
from its California operation and repair of power supplies in its Redwood Falls,
Minn. location. A 1991 recipient of the Malcolm Baldrige National Quality Award,
Zytec currently employs more than 2,800 people in facilities located in Eden
Prairie and Redwood Falls, MN; Broomfield, CO; Lincoln, CA; Richardson, TX;
Vienna and Kindberg, Austria; and Tatabanya, Hungary.
Except for historical information contained herein, the matters discussed in
this news release may consist of forward-looking statements that involve risks
and uncertainties, including the timely availability and acceptance of new
products, the impact of competitive products and pricing, the management of
growth, and other risks detailed from time to time in the SEC reports of each of
the companies.
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