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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Sheldahl, Inc.
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(Name of Issuer)
Common Stock, par value $.25 per share
(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)
February 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 that 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 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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PAGE 4 OF 4
1 NAMES OF REPORTING PERSONS Molex Incorporated
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a):
(See Instructions) (b):
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions) WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED :
PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware.
NUMBER OF 7 SOLE VOTING POWER 2,787,176
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER -0-
9 SOLE DISPOSITIVE POWER 2,787,176
10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY 2,787,176
EACH REPORTING PERSON
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (See Instructions) :
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.96%
14 TYPE OF REPORTING PERSON (See Instructions) CO
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PAGE 5 OF 4
This Amendment No. 2 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"). Terms not defined in this Amendment
No. 2 shall have the respective meanings given to such terms in the Original
Schedule 13D and the First Amendment.
ITEM 4. PURPOSE OF TRANSACTION
Molex and the Company have commenced and are currently engaged in
discussions regarding a potential acquisition of the Company by Molex whereby
Molex would pay $7.75 per share of Common Stock in cash for all outstanding
equity interests in the Company not currently owned by Molex. Molex and the
Company have not reached an agreement in principle, no definitive agreement has
been entered into, and no assurances are given as to whether an agreement will
be signed or a transaction consummated. However, Molex and the Company have
entered into an agreement pursuant to which the Company will deal exclusively
with Molex until March 10, 2000 with the Company responsible for Molex's
expenses in the event the Company enters into an agreement to complete or
completes a business combination transaction within 6 months after March 10,
2000.
The proposal by Molex and its terms are subject to customary conditions,
including, among others, reaching agreement on price and structure, negotiation
of a definitive acquisition agreement, completion of a satisfactory due
diligence investigation, absence of a material adverse effect and regulatory and
other approvals.
Molex may also purchase additional securities of the Company from time to
time, which may result in acquiring control of the Company, or propose, or
exercise its right of first refusal described in Item 6 of the First Amendment
to, an extraordinary business transaction involving the Company, either itself,
through entities under its control and/or in concert with others, either in open
market transactions, in privately-negotiated transactions or otherwise depending
on Molex's evaluation of the Company's business, prospects and financial
condition, the market for the stock of the Company, the terms and conditions of
the transaction, other opportunities available to Molex, prospects for Molex's
own business, general market conditions, financial market conditions and other
factors Molex may deem relevant to its investment decisions. Molex also may,
subject to the transfer restrictions contained in the agreements discussed in
Item 6 of the First Amendment, either itself, through entities under its control
and/or in concert with others, dispose of some or all of its investment in the
Company depending on similar considerations. Such dispositions may be made from
time to time in open market transactions, underwritten public offerings,
privately-negotiated transactions or otherwise, on such terms and at such prices
as Molex shall determine. A purchase or sale of additional securities of the
Company by Molex may result in a change of control and/or a
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change in management and policies of the Company or lead to an extraordinary
corporate transaction.
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 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 Preferred Shares 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 Preferred
Stock set forth therein.
*99.8 Warrant, dated as of January 11, 2000, issued by the Company to Molex.
*99.9 Registration Rights Agreement, dated as of January 11, 2000, among the
Company, Molex and the other purchaser of Series F Preferred Shares 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
* 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: February 25, 2000
/s/ LOUIS HECHT
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Name: Louis Hecht
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EXHIBIT 99.11
MOLEX INCORPORATED
2222 Wellington Court
Lisle, IL 60532-1682
February 17, 2000
PERSONAL & CONFIDENTIAL
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Sheldahl, Inc.
1150 Sheldahl Road
Northfield, Minnesota
Attention: Edward L. Lundstrom, Chief Executive Officer
Gentlemen:
We appreciate the opportunity we have had to discuss with you a potential
transaction to acquire the remaining equity interests of Sheldahl, Inc., a
Minnesota corporation (the "Company") not currently owned by Molex Incorporated
("Molex"). The general terms and conditions of the potential transaction have
been provided to us by you immediately prior to executing this agreement (the
"General Terms").
As we have discussed, the next phase of this process will involve intensive
effort as well as substantial expense on the part of Molex. Accordingly, in
order to induce Molex to proceed to the next phase of our discussions and
negotiations (including the drafting and negotiation of a definitive acquisition
agreement), and to continue its business, financial and legal due diligence
efforts, we are writing to confirm our understanding that, from the date hereof
and until the earlier of (i) the execution of a definitive acquisition agreement
and (ii) March 10, 2000: (A) none of the Company or any of its subsidiaries or
affiliates, nor any officers, directors, agents or representatives (including
any investment banking, legal or accounting firm retained by the Company or any
of its subsidiaries) of the Company or any of its subsidiaries, in each case who
have been informed or are otherwise aware of a potential transaction with Molex,
shall directly or indirectly (1) initiate, solicit or seek, any inquiries or
take any action to knowingly facilitate the making or implementation of any
proposal or offer (including any proposal or offer to its stockholders) with
respect to a merger, acquisition, consolidation, recapitalization, liquidation,
dissolution or similar transaction involving, or any purchase of all or any
substantial portion of the assets or any equities securities of, the Company or
any of its subsidiaries or divisions (any such proposal or offer being
hereinafter referred to as an "Acquisition Proposal"), or (2) engage in any
negotiations concerning, or provide any confidential information or data to, any
person relating to an Acquisition Proposal, or (3) otherwise cooperate in any
effort or attempt to make, implement or accept an Acquisition Proposal or engage
in any activity which is reasonably likely to lead to an Acquisition Proposal or
an inquiry with respect thereto; (B) the Company and each of its subsidiaries,
affiliates, officers, directors and representatives, in each case who have been
informed or are otherwise aware of a potential transaction with Molex will cease
any current discussions regarding any Acquisition Proposal or similar
transaction and (C) the Company will
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promptly notify Molex in the event that it or any of its representatives or
agents receives any indication of interest or proposal concerning an Acquisition
Proposal which the Company reasonably believes is bona fide and that is or may
lead to a proposal that could be more favorable to the Company's stockholders
than the transaction contemplated by the General Terms, indicating the terms and
conditions of any proposed offers.
In addition, except as may be required by applicable law, rule, regulation,
order or decree upon receipt of the advice of outside counsel, or as otherwise
mutually agreed, each of the Company and Molex, on behalf of itself and its
directors, officers, affiliates, employees, advisors and representatives, agrees
to keep strictly confidential all terms of the proposed transaction. Each party
shall promptly notify the other party in the event that it becomes aware of any
breach of this agreement. Notwithstanding the foregoing, nothing in this letter
shall prevent the Company or its Board of Directors (or in the case of (C)
below, Molex or its board of directors) from (A) complying with Rule 14e-2
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (B) issuing a "stop-look-and-listen" press release in form and substance
contemplated by Rule 14d-9(f) promulgated under the Exchange Act in response to
any publicly disclosed Acquisition Proposal or (C) making any disclosure (i)
which, upon receipt of advice of outside counsel, is required by applicable law,
rule, regulation, order or decree or (ii) pursuant to the request or demand of
any regulatory authority or NASDAQ; provided that the Company or the Board of
Directors shall consult with Molex prior to making any such disclosure.
The Company shall promptly pay Molex $750,000 in cash as a non-accountable
expense reimbursement upon the first to occur of any of the following: (1) in
the event there is a breach by the Company of its obligations set forth in
preceding paragraphs (other than an inadvertent immaterial breach); (2) in the
event Molex has prior to March 11, 2000 furnished the Company with an offer to
enter into a definitive agreement on terms consistent with the General Terms
which offer the Company does not accept; or (3) in the event that the Company
enters into an agreement with respect to an Acquisition Proposal or consummates
an Acquisition Proposal within six months after the date of this letter with any
person or entity that made a Takeover Proposal Interest on or after the date
hereof and prior to March 11, 2000, provided that (x) such Acquisition Proposal
provides for consideration to be received by holders of the Company's Common
Stock with a value of not less than $7.50 per share and (y) Molex has not
advised the Company in writing prior to March 11, 2000 that it would only be
willing to consider a potential transaction to acquire the remaining equity
interests of the Company at a price per share for each issued and outstanding
share of Common Stock of the Company less than $7.75. The term "Takeover
Proposal Interest" shall mean any expression of interest, proposal or offer
received by the Company or any of the Company's representatives regarding an
Acquisition Proposal or the possibility or consideration of making an
Acquisition Proposal.
This agreement is not an offer by Molex to enter into a transaction with
the Company or any of its stockholders or affiliates and does not create any
binding obligation on Molex to propose, offer or enter into an agreement with
respect to any Acquisition Proposal. Any determination as to whether Molex will
make any offer or pursue any potential transaction shall remain within Molex's
sole discretion. This agreement does not modify, amend or supersede any other
agreement between the Company and Molex except to the extent, if any, as
expressly provided herein, including the Agreement Relating to Sheldahl dated
November 18, 1998 between the Company and Molex.
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Notwithstanding anything herein to the contrary, in the event, prior to
March 11, 2000 and subject to extension by mutual agreement of the parties,
Molex and the Company have not entered into a definitive agreement on terms
consistent with the terms and conditions provided by the Company to Molex, the
Company shall be free to take any action otherwise prohibited in the second
paragraph of this agreement.
The Company represents and warrants to Molex that it has taken all action
necessary so that the execution of this agreement and an announcement thereof
will not result in the occurrence of a "Distribution Date" as such term is
defined in the Company's Rights Agreement dated as of June 16, 1996, as amended.
If you are in agreement with the foregoing, please indicate your acceptance
by signing below and returning an executed copy of this letter to us.
Very truly yours,
MOLEX INCORPORATED
By:
Name:
Title:
Acknowledged and agreed to this
17th day of February, 2000.
SHELDAHL, INC.
By:
Name:
Title:
