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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 11, 1995
VITRONICS CORPORATION
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(Exact name of Registrant as specified in its charter)
New Hampshire 0-13715 04-2726873
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(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
4 Forbes Road, Newmarket, New Hampshire 03857
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: 603-659-6550
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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.
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The Company's $1,200,000 Convertible Subordinated Debenture has been
converted on August 11, 1995 into 2,400,000 shares of common stock and Messrs.
Robert J. Hanks and John F. Rousseau have resigned from the Company's board of
directors effective August 17, 1995. Also, the Company announced that the jury
in the Company's patent suit had issued a verdict in favor of the defendant.
Further details of the conversion and resignations, and jury verdict,
respectively, are contained in press releases issued by the Registrant on August
11 and August 16, 1995, copies of which are attached hereto as Exhibit 99(a) and
(b), respectively, and are incorporated herein by this reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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The exhibits which are filed with this report are set forth in the Exhibit
Index which appears at page 3 of this report.
SIGNATURE
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 thereunto duly authorized.
VITRONICS CORPORATION
BY: /s/ James J. Manfield, Jr.
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James J. Manfield, Jr.
Chairman of the Board and
Chief Executive Officer
Date: September 7, 1995
2
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EXHIBIT INDEX
The following exhibit is filed herewith:
Exhibit
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99(a) Press release issued August 11, 1995
99(b) Press release issued August 16, 1995
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EXHIBIT 99(a)
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VITRONICS ANNOUNCES CONVERSION OF
SUBORDINATED CONVERTIBLE DEBENTURE AND
COMPLETION OF SECONDARY BY SCHNEIDER SECURITIES
NEWMARKET, N.H. -- (BUSINESS WIRE) -- Aug. 11, 1995 -- Vitronics Corp.
(AMEX Symbol:VTC) announced today that the $1,200,000 Subordinated Convertible
Debenture has been converted into 2,400,000 shares of Vitronics stock.
Effective with this conversion, Schneider Securities Inc., the managing
underwriter, has purchased 1,920,000 shares and has resold them into the public
market through a secondary. Vitronics did not receive any proceeds from the sale
of the shares.
James J. Manfield, Jr., chairman and CEO of Vitronics Corp., said, "We are
pleased that the conversion of the subordinated debt leaves the company
relatively long-term debt free. The completion of the secondary by Schneider
Securities Inc. has enabled this large block of 1,920,000 shares to be moved
into the market without a major impact on the market of our stock. It also has
removed the market overhang. With the conversion, Robert J. Hanks and John F.
Rousseau have resigned as directors of Vitronics Corp. New England Growth Fund
I, L.P. has retained 480,000 shares but cannot sell these shares into the open
market for the next nine months."
Vitronics Corp. is a supplier of state-of-the-art thermal processing and
associated equipment, with an established reputation as an innovator and leader
in the surface mount industry. Vitronics equipment is primarily aimed at the
electronics industry and has achieved considerable technical recognition in the
production of printed circuit boards. The company also supplies equipment to the
medical, chemical, pharmaceutical, plastics, graphics and textile industries.
Vitronics' customer list includes all 20 of the largest electronics companies.
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EXHIBIT 99(b)
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VITRONICS RESPONDS TO JURY RULING REGARDING PATENT LAW SUIT
NEWMARKET, N.H. -- (BUSINESS WIRE) -- Aug. 16, 1995 -- Vitronics Corp.
(AMEX: VTC) announced today that the jury has ruled in favor of the defendant,
Conceptronic Inc., in Vitronics' patent law suit.
James J. Manfield Jr., chairman and chief executive officer, stated, "We are
disappointed in the jury verdict and we are reviewing our options regarding
filing and appeal."
Vitronics Corp. is a supplier of state-of-the-art thermal processing and
associated equipment, with an established reputation as an innovator and leader
in the surface mount industry. VITRONICS equipment is primarily aimed at the
electronics industry and has achieved considerable technical recognition in the
production of printed circuit boards. The company also supplies equipment to the
medical, chemical, pharmaceutical, plastics, graphics and textile industries.
VITRONICS' customer list includes all 20 of the largest electronics companies.
