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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): DECEMBER 29, 1997
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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
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 29, 1997, Computer Products, Inc. (the "Company") completed its
merger transaction (the "Merger") with Zytec Corporation ("Zytec"). To effect
the Merger, a wholly-owned subsidiary of the Company was merged with and into
Zytec, with Zytec remaining as the surviving corporation. Upon consummation of
the Merger, Zytec became a wholly-owned subsidiary of the Company. The Merger
will be recorded as a pooling-of-interests for accounting purposes.
In the Merger, each outstanding share of common stock of Zytec ("Zytec
Common Stock") was converted into the right to receive 1.33 shares of the common
stock of the Company ("Company Common Stock"). Outstanding options to acquire
Zytec Common Stock were assumed by the Company and are exercisable for shares of
Company Common Stock at the same 1.33 conversion ratio. The Company will be
required to issue a total of 17,963,848 shares of Company Common Stock in
exchange for all outstanding shares of Zytec Common Stock and all outstanding
options to acquire Zytec Common Stock (assuming full exercise thereof). Such
shares have an aggregate market value of approximately $360 million based on the
closing price of Company Common Stock on December 29, 1997 as reported on the
Nasdaq National Stock Market.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) Financial statements of business acquired.
The following financial statements of Zytec are incorporated herein by reference
to Zytec's annual Report on Form 10-K for the fiscal year ended December 31,
1996 (Commission File no. 0-22428):
Report of Coopers & Lybrand L.L.P., Independent Auditors
Consolidated Statements of Financial Condition of Zytec and
Subsidiaries as of December 31, 1996 and 1995
Consolidated Statements of Income of Zytec and Subsidiaries for the years
ended December 31, 1996, 1995 and 1994
Consolidated Statements of Shareholders' Equity of Zytec and Subsidiaries
for the years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows of Zytec and Subsidiaries for the
years ended December 31, 1996, 1995 and 1994
Notes to consolidated Financial Statements of Zytec and subsidiaries
The following unaudited financial statements of Zytec are incorporated herein by
reference to Zytec's Quarterly Report on Form 10-Q for the quarterly period
ended September 28, 1997 (Commission file No. 0-22428):
Condensed consolidated Statements of Financial Condition of Zytec and
Subsidiaries as of September 28, 1997 and December 31, 1996
Condensed Consolidated Statements of Income of Zytec and Subsidiaries for
the three months ended September 28, 1997 and September 29, 1996
Consolidated Statements of cash Flows of Zytec and subsidiaries for the
three months ended September 28, 1997 and September 29, 1996
Notes to Condensed Consolidated Financial Statements of Zytec and
Subsidiaries
(b) Pro forma financial information.
All pro forma financial information required by this item has been previously
reported by the Company and is included in the Company's Registration Statement
on Form S-4 (File No. 333-36375), as amended, initially filed with the
Securities and Exchange Commission on September 25, 1997 and is incorporated by
reference herein.
(c) Exhibits.
Exhibit No. Description
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2.1* Agreement and Plan of Merger by and between Zytec
Corporation, Computer Products Inc. and CPI Acquisition Corp.
dated as of September 2, 1997.
23.1 Consent of Coopers & Lybrand L.L.P.
99 Press release issued on December 30, 1997 announcing completion
of the Merger.
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* Filed as an exhibit to the Company's Registration Statement on Form S-4
(File No. 333-36375), as amended, initially filed with the Securities
and Exchange Commission on September 25, 1997 and incorporated by
reference herein.
<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 hereunto duly authorized.
COMPUTER PRODUCTS, INC.
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(Registrant)
Dated: January 12, 1998
By: /s/ Richard J. Thompson
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Richard J.Thompson,
Vice President-Finance and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
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2.1* Agreement and Plan of Merger by and between Zytec Corporation,
Computer Products Inc. and CPI Acquisition Corp. dated as of
September 2, 1997.
23.1 Consent of Coopers & Lybrand L.L.P.
99 Press release issued on December 30, 1997 announcing completion of the
Merger.
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* Filed as an exhibit to the Company's Registration Statement on Form S-4 (File
No. 333-36375), as amended, initially filed with the Securities and Exchange
Commission on September 25, 1997 and incorporated by reference herein.
Exhibit No. 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this current report on Form 8-K
of Computer Products, Inc.of our reports, dated February 18, 1997, on our audits
of the consolidated financial statements and financial statement schedule of
Zytec Corporation as of December 31, 1996 and 1995, and for each of the three
years in the period ended December 31, 1996, which reports are incorporated by
reference or included in the Zytec Corporation Annual Report on Form 10-K for
the year ended December 31, 1996.
/s/ Coopers & Lybrand L.L.P.
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COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
January 12, 1998
Exhibit No. 99.1
[Logo] Computer Products Inc. News Release
COMPUTER PRODUCTS AND ZYTEC SHAREHOLDERS APPROVE MERGER CREATING
A LEADING POWER SUPPLIER FOR THE COMMUNICATIONS INDUSTRY
BOCA RATON, Fla., December 30 -- Computer Products, Inc. (Nasdaq NM:CPRD) and
Zytec Corporation (Nasdaq NM: ZTEC) today announced that shareholders of both
companies have voted to approve the previously announced merger transaction
between the two companies. The merger, which will create one of the largest
worldwide power supply producers, became effective yesterday, following the
completion of necessary filings. Effective today, Zytec's common stock will no
longer be quoted on The Nasdaq National Market.
Under the terms of the merger agreement, first announced on September 3, 1997,
shareholders of Zytec will receive 1.33 shares of Computer Products common stock
for each share of Zytec common stock they hold. The value of the merger is
approximately $360 million based on yesterday's closing price of Computer
Products common stock of $20.125. The transaction is a tax-free exchange to be
accounted for as a pooling of interests. The combined companies' 1997 revenue is
expected to be approximately $530 million.
The merged company will begin doing business under the name Artesyn
Technologies. Management will request shareholder approval to legally change
Computer Products' corporate name to Artesyn Technologies, Inc. at its next
annual shareholders' meeting expected to be held in May 1998. Pending
shareholder approval, the Company's legal name will remain Computer Products,
Inc. and trade under The Nasdaq National Market symbol CPRD.
Following the merger, Mr. Joseph M. O'Donnell will continue to serve as
President and Chief Executive Officer of the combined Company. Mr. O'Donnell
and Mr. Ronald D. Schmidt, the current Chairman and Chief Executive Officer
of Zytec, will serve as its Co-Chairmen. Mr. Richard J. Thompson will serve
as Chief Financial Officer of the combined entity.
Computer Products' Chief Executive Officer, Joe O'Donnell, said, "Customer
satisfaction is the ultimate source of shareholder value. By combining the two
organizations, we are directly addressing the needs of our customers to reduce
their supplier base and have a trusted source to turn to for both custom and
standard products. Our global infrastructure along with increased financial and
technical resources will allow us to deliver greater total value to the market."
Zytec's Chief Executive Officer, Ron Schmidt, said, "The merger will result in a
stronger, more competitive company with a more integrated and cohesive
multi-technology product offering, greater world-wide presence and capability,
and greater sales and marketing capability than those of Zytec alone. The
increased resources of the company will allow it to offer customers increased
value and service."
In the power supply arena, the merged company brings to its customers a broad
spectrum of products and services, combining Computer Products' over 1200
standard products with Zytec's capabilities as a leading supplier of custom
power products. The merged company also will have one of the largest engineering
departments in the industry and a global presence with manufacturing operations
on three continents in eight different countries.
Computer Products, Inc., headquartered in Boca Raton, Fla., is a leading
provider of power conversion equipment, real-time systems and logistics
management for the communications industry.
Except for historical information contained herein, the matters discussed in
this news release contains certain forward-looking statements that involve risks
and uncertainties, including the successful integration of Zytec Corporation and
Computer Products, Inc., variances between actual and estimated costs and
expenses related to the merger, the market acceptance of existing and new
products of the combined company, the potential for fluctuations in operating
results, and other risks detailed from time to time in the Companies' various
filings with the Securities and Exchange Commission.
Contacts: Investor Relations:
John Nesbett
Lippert/Heilshorn & Assoc.
(212) 838-3777
or
Computer Products:
Richard J. Thompson, Chief Financial Officer
(561) 451-1000
or
Zytec:
Ronald D. Schmidt, Chairman and Chief Executive Officer
(612) 941-1100
