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) January 2, 2000
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PARLEX CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
0-12942 04-2464749
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(Commission File Number) (IRS Employer Identification No.)
One Parlex Place, Methuen, Massachusetts 01844
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(Address of Principal Executive Offices) (Zip Code)
(978) 685-4341
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(Registrant's Telephone Number, Including Area Code)
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. OTHER EVENTS
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Parlex Corporation (the "Company") is filing this Current Report on
Form 8-K for the purpose of filing with the Securities and Exchange
Commission as an exhibit hereto the Company's press release dated January
24, 2000, announcing the signing by the Company of an agreement to acquire
the stock of two Cookson Group plc wholly owned subsidiaries, Poly-Flex
Circuits Limited (a United Kingdom company) and Poly-Flex Circuits, Inc. (a
Rhode Island company).
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
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EXHIBITS
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(c) Exhibits.
(99.1) Press Release dated January 24, 2000.
The exhibits listed in the Exhibit Index filed as part of this report
are filed as part of or are included in this report.
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.
PARLEX CORPORATION
(Registrant)
By: /s/ Peter J. Murphy
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Peter J. Murphy
President and
Chief Executive Officer
Dated: February 3, 2000
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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99.1 Press Release
2
EXHIBIT 99.1
CONTACT:
Peter J. Murphy
President & CEO
(978) 946-2564
NASDAQ SYMBOL "PRLX"
FOR IMMEDIATE RELEASE
PARLEX CORPORATION SIGNS AGREEMENT TO PURCHASE
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POLY-FLEX CIRCUITS, A COOKSON GROUP plc UNIT
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METHUEN, MASSACHUSETTS, January 24, 2000 - Parlex Corporation and Cookson
Electronics today jointly announce the execution of a Stock Purchase
Agreement in which Parlex will purchase the stock of two Cookson Group plc
wholly owned subsidiaries, Poly-Flex Circuits Limited (a United Kingdom
company) and Poly-Flex Circuits, Inc. (a Rhode Island corporation). The
consummation of the $19 million purchase is subject to certain conditions,
including government anti-trust approval. The parties anticipate that the
transaction will close during the current quarter.
Poly-Flex is a world leader in the design and manufacture of Polymer Thick
Film (PTF), flexible circuits and flexible interconnect assemblies. Under
the terms of the Stock Purchase Agreement, Parlex will acquire the rights
to intellectual property, including Polysolder, which is an enabling
chemistry for the surface mount assembly of polyester based flexible
circuits. The combined sales of Parlex and Poly-Flex exceeded $100 million
for the most recent calendar year.
Peter J. Murphy, President and CEO of Parlex stated, "We consider Poly-Flex
to be the ideal acquisition for Parlex. Their technology broadens our
product offering as well as providing a significant assembly capability for
our current line of flexible interconnects. This transaction meets our
acquisition criteria of expanding our product lines, strengthening our
management team and accretion to earnings in the first year. The
transaction also satisfies our strategic objective of establishing a full
service facility in Europe."
Parlex Corporation is a world leader in the design and manufacture of
flexible interconnect products. Parlex produces custom flexible circuits
and laminated cables utilizing proprietary processes and patented
technologies which are designed to satisfy the unique requirements of a
wide range of customers. Its manufacturing facilities are located in
Methuen, Massachusetts, Salem, New Hampshire, Shanghai, China, San Jose,
California, and Emplame, Mexico.
Parlex's capabilities include the manufacture of adhesiveless materials
(PALFlex[REGISTERED MARK]) for flexible circuits, multilayer and rigid-flex
circuits including the ultra thin PALCore[REGISTERED MARK] HP multilayer
process, and laminated cables such as U-Flex[REGISTERED MARK], with
connectors integral to the circuit. Parlex provides its products and
engineering services to a variety of markets including automotive,
computer, telecommunications, industrial controls, medical, consumer and
military-aerospace.
The foregoing contains certain forward-looking statements. The Company's
actual results of operations may differ significantly from those
contemplated by such forward-looking statements as a result of various
factors beyond its control, including economic conditions in the
electronics industry, particularly in the principal industry sectors served
by the Company, changes in customer requirements and in the volume of sales
to principal customers, competition and technological change. For a
detailed discussion of these and other cautionary statements, please refer
to Parlex's filings with the Securities and Exchange Commission.
