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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): June 23, 1999
Connectivity Technologies Inc.
(exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-12113 94-2691724
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
680 Mechanic Street, Ste 1201, PO Box 786, Leominster, Massachusetts 01453
(Address of principal executive offices) (zip code)
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Registrant's Telephone Number, including Area Code: (978) 537-9138
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Reference is made to Exhibit 99.1 to this Current Report which contains
a press release relating to the execution of a letter of intent regarding the
proposed sale by Connectivity Technologies Inc. (the "Registrant") of the
Registrant's subsidiary, Connectivity Products Incorporated.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press Release of the Registrant dated June 23, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CONNECTIVITY TECHNOLOGIES INC.
(Registrant)
Dated: June 24, 1999 By: /s/ James M. Hopkins
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Name: James M. Hopkins
Title: Chief Executive Officer
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Exhibit 99.1
CONNECTIVITY TECHNOLOGIES INC.
680 Mechanic Street
Suite 1201
P.O. Box 786
Leominster, MA 01453
FOR IMMEDIATE RELEASE CONTACT:
Wednesday, June 23, 1999 James Hopkins
(978) 537-9138
CONNECTIVITY TECHNOLOGIES SIGNS LETTER
OF INTENT TO SELL OPERATIONS
Leominster, MA - June 23, 1999 - Connectivity Technologies Inc.
(OTC:BB:CVTK) today announced the signing of a non-binding Letter of Intent to
sell its operating subsidiary, Connectivity Products Incorporated, to Rome
Group, Inc. or a wholly-owned subsidiary thereof for a total cash consideration
of $21 million, subject to adjustment.
A spokesman for Connectivity Technologies said that the transaction is
expected to generate net proceeds of over $3 million to Connectivity
Technologies (after the repayment of debt, payment of selected expenses,
transaction costs and taxes). The transaction is subject to various conditions,
including the signing of a mutually satisfactory stock purchase agreement,
satisfactory completion of due diligence investigation by the buyer, termination
of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, the approval of Rome Group's Board of Directors and
the approval of Connectivity Technologies' shareholders at a meeting to be held
as soon as the necessary documentation and regulatory matters can be completed.
A Connectivity Technologies spokesperson said that, assuming that the
sale is consummated, Connectivity Technologies intends to maintain its status as
a public corporation and to seek to acquire other operating assets. Company
officials said that it was not expected that the sale would result in the loss
of Connectivity Technologies' substantial net operating losses for tax purposes.
Connectivity Technologies, formerly known as Tigera Group, Inc.,
acquired its interest in Connectivity Products, a manufacturer and assembler of
wire and cable products, in May 1996. In late April 1999, Connectivity
Technologies announced the signing of a new credit agreement between
Connectivity Products and its lenders covering a credit facility extending until
January 31, 2000 in the amount of $16,460,700, including an over-advance, with a
maximum indebtedness at any one time to be determined by a borrowing base
calculation. Since that time, Connectivity Products has reduced its indebtedness
to its lenders by approximately $800,000.
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Rome Group, the acquiring company, through its subsidiary, Rome Cable
Corporation, manufactures wire and cable products, and its affiliate, Sherburne
Metal Products, produces high grade copper and copper alloy metals for a variety
of applications.
A Rome Cable spokesperson said that the acquisition of Connectivity
Products and its operating divisions, BSCC and Energy Electric Assembly, will
extend the range of wire and cable products offered by Rome and adds the cable
assembly capability of Energy Electric Assembly.
The Rome Cable operation was established in 1936 and is a leading
supplier to the industrial, utility, OEM, commercial, and mining markets. With
six strategically located distribution centers and its headquarters in Rome, New
York, Rome Cable is positioned to effectively service the day-to-day needs of
these markets.
SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
This release contains, in addition to historical information,
forward-looking statements including, but not limited to, information relating
to the possibility of the consummation of the sale reflected in the letter of
intent, as well as the amount of net proceeds which would become available to
Connectivity Technologies, the tax consequences of the transaction the uses to
which any proceeds will be put and the possibility of an additional payment in
respect of Connectivity Products' bank debt. Actual results could differ
materially from those anticipated in these forward-looking statements as a
result of numerous factors and risks. Reference is made to the reports of
Connectivity Technologies Inc. filed with the Securities and Exchange Commission
for further information. Any forward-looking statements are made pursuant to the
Private Securities Litigation Reform Act of 1995, and, as such, speak only as of
the date made. Connectivity Technologies is not undertaking to update any such
reports or statements.
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