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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Sheldahl, Inc.
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(Name of Issuer)
Common Stock, par value $.25 per share
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(Title of Class of Securities)
822440103
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(CUSIP Number)
Louis A. Hecht, Esq.
Corporate Secretary and General Counsel
Molex Incorporated
2222 Wellington Court
Lisle, Illinois 60532-1682
(630) 969-4550
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 17, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 822440103 13D
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Molex Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
2,787,176
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
2,787,176
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,787,176
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.96%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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This Amendment No. 4 to Schedule 13D amends below Items 4 and 7 of the
Schedule 13D as originally filed on August 10, 1998 (the "Original Schedule
13D") and subsequently amended by Amendment No. 1 to the Original Schedule 13D
filed on January 31, 2000 (the "First Amendment"), Amendment No. 2 to the
Original Schedule 13D filed on February 25, 2000 (the "Second Amendment") and
Amendment No. 3 to the Original Schedule 13D filed on March 13, 2000 (the "Third
Amendment"). Terms not defined in this Amendment No. 4 shall have the respective
meanings given to such terms in the Original Schedule 13D, the First Amendment,
the Second Amendment and the Third Amendment.
ITEM 4. PURPOSE OF TRANSACTION
On March 17, 2000, Molex Incorporated ("Molex") informed Sheldahl, Inc.
(the "Company") that Molex does not intend to pursue a transaction to acquire
the remaining equity interests of the Company not currently owned by Molex and
that it is waiving certain contractual rights as described in the attached
letter. A copy of the letter sent to the Company advising the Company of Molex's
decision is attached as Exhibit A and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
*1. Certificate of Designation, Preferences and Rights of Series D
Convertible Preferred Stock of the Company, dated July 30, 1998.
*2. Convertible Preferred Stock Purchase Agreement, dated as of July 30,
1998, among the Company, Molex and the other purchasers of Series D Convertible
Preferred Stock set forth therein.
*3. Warrant, dated as of July 30, 1998, issued by the Company to Molex.
*4. Registration Rights Agreement, dated as of July 30, 1998, among the
Company, Molex and the other purchasers of Series D Convertible Preferred Stock
set forth therein.
*5. Amendment No. 1, dated as of July 25, 1998, to Rights Agreement, dated
as of June 16, 1996, between the Company and Norwest Bank Minnesota, National
Association.
*99.6 Certificate of Designation, Preferences and Rights of Series F
Convertible Preferred Stock of the Company, dated January 11, 2000.
*99.7 Convertible Preferred Stock Purchase Agreement, dated as of January 11,
2000, among the Company, Molex and the other purchaser of Series F Convertible
Preferred Stock set forth therein.
*99.8 Warrant, dated as of January 11, 2000, issued by the Company to Molex.
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*99.9 Registration Rights Agreement, dated as of January 11, 2000, among the
Company, Molex and the other purchaser of Series F Convertible Preferred Stock
set forth therein.
*99.10 Agreement Relating to Sheldahl, dated November 18, 1998, by and between
Molex and the Company.
*99.11 Exclusive Letter Agreement, dated February 17, 2000.
**99.12 Letter to Sheldahl, dated March 17, 2000.
* Previously filed
** Filed herewith
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: March 20, 2000
/s/ LOUIS HECHT
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Name: Louis Hecht
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EXHIBIT 99.12
EXHIBIT A
MOLEX INCORPORATED
2222 Wellington Court
Lisle, IL 60532-1682
March 17, 2000
Sheldahl, Inc.
1150 Sheldahl Road
Northfield, Minnesota
Attention: Edward L. Lundstrom, Chief Executive Officer
Gentlemen:
We hereby advise Sheldahl, Inc. (the "Company") that Molex Incorporated
("Molex") has determined that it will not make a proposal or enter into any
agreement to pursue a transaction to acquire the remaining equity interests of
the Company not currently owned by Molex.
To facilitate the Company's efforts to maximize shareholder value,
which Molex fully supports, Molex hereby waives until 5:00 p.m. central time on
June 15, 2000 its right under Section 1.11 of the Agreement Relating to
Sheldahl, dated November 18, 1998, between the Company and Molex, to receive
five business days notice prior to the Company accepting any offer to acquire
the Company.
In addition, to facilitate and expedite the proposal previously made by
Irwin L. Jacobs to purchase the Company at a price of $8.50 per share in cash,
Molex is willing to forego the $750,000 reimbursement amount which it would be
otherwise entitled to receive under the letter agreement, dated February 17,
2000, between the Company and Molex to the extent a definitive agreement for the
transaction proposed by Mr. Jacobs is entered into within 30 days from the date
of this letter.
Very truly yours,
MOLEX INCORPORATED
By:
Thomas S. Lee
Vice President, New Ventures & Acquisitions
