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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) March 31, 1995
ELEXSYS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-11691 95-3534864
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
18522 VON KARMAN AVENUE, IRVINE, CALIFORNIA 92715
(Address of principal executive offices) (zip code)
(714) 833-0870
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Registrant and Milan Mandaric, Registrant's President, Chief
Executive Officer and Chairman of the Board, have entered into a Second
Securities Exchange Agreement dated as of March 29, 1995 (the "Agreement").
On March 31, 1995 (the "Closing Date"), pursuant to the
Agreement, Mr. Mandaric and Registrant exchanged for 400,000 newly issued shares
of Registrant's common stock, par value $1.00 per share (the "Common Stock"),
$4,000,000 in aggregate principal amount of Registrant's outstanding 5 1/2%
Convertible Subordinated Debentures due 2012. In addition, Registrant paid to
Mr. Mandaric $18,333, an amount equal to the accrued but unpaid interest on the
Debentures through the Closing Date.
Prior to the Closing Date, Mr. Mandaric owned 3,600,000 shares
of Registrant's Common Stock. After consummation of the transactions
contemplated by the Agreement, Mr. Mandaric owned as of the Closing Date
4,000,000 shares of Registrant's Common Stock, approximately 45.4% of the shares
of such Common Stock currently outstanding on a fully diluted basis.
ITEM 7. EXHIBITS.
The following exhibits are filed with this Report:
Exhibit Number Description
10.1 Second Securities Exchange Agreement
dated as of March 29, 1995 between
Registrant and Milan Mandaric
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.
ELEXSYS INTERNATIONAL, INC.
(Registrant)
Dated: April 4, 1995 By: /s/ MICHAEL S. SHIMADA
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Michael S. Shimada
Chief Financial Officer
and Secretary
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INDEX TO EXHIBITS
Sequentially
Exhibit Number Description Numbered Page
10.1 Second Securities Exchange Agreement 4
dated as of March 29, 1995 between
Registrant and Milan Mandaric
DGA95A34.URL (4/4/95 5:48PM)
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SECOND SECURITIES EXCHANGE AGREEMENT
THIS SECOND SECURITIES EXCHANGE AGREEMENT (this "Agreement")
is entered into as of March 29, 1995, by and between ELEXSYS INTERNATIONAL INC.
(formerly known as Diceon Electronics, Inc.), a Delaware corporation (the
"Company"), and MILAN MANDARIC, an individual ("Mandaric").
RECITALS
A. Mandaric owns $4,000,000 in aggregate principal amount of the
Company's 5 1/2% Convertible Subordinated Debentures due 2012 (the
"Debentures").
B. Mandaric and the Company desire that Mandaric exchange for the
Debentures 400,000 shares of the Company's Common Stock (the "Shares").
AGREEMENT
The Company and Mandaric, intending to be legally bound,
hereby agree as follows:
SECTION 1. EXCHANGE OF SECURITIES; RELATED TRANSACTIONS
1.1 Sale and Purchase of Shares. At the Closing, the Company
shall issue and sell the Shares to Mandaric, in exchange for which Mandaric
shall sell and assign the Debentures to the Company, on the terms and subject to
the conditions set forth in this Agreement (the "Exchange").
1.2 Closing. The closing of the Exchange (the "Closing") shall
take place at the office of Sidley & Austin, 555 West Fifth Street, Los Angeles,
California at 10:00 a.m. (California time) on or prior to March 31, 1995 (or at
such other place or time as the Company and Mandaric may jointly designate). At
the Closing, Mandaric shall deliver to the Company the Debentures, duly endorsed
(or accompanied by duly executed assignments), and the Company shall deliver to
Mandaric a certificate or certificates representing the Shares. For purposes of
this Agreement, the "Closing Date" shall mean the time and date as of which the
Closing actually takes place.
1.3 Payment of Accrued Interest. At the Closing, the Company
shall pay Mandaric as additional consideration for the Debentures an amount
equal to all accrued but unpaid interest on the Debentures through the Closing
Date.
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SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants, to and for the benefit of
Mandaric, as follows:
2.1 Organization. The Company and all of the Company's
subsidiaries are corporations duly organized, validly existing and in good
standing under the law of their respective jurisdictions. The Company and each
of the Company's subsidiaries have all necessary powers and authority under
applicable corporate law and their respective organization documents to own or
lease their respective properties and to carry on their respective businesses as
presently conducted.
2.2 Qualification. To the Company's knowledge, the Company and
each of the Company's subsidiaries is qualified to do business as a foreign
corporation and is in good standing under the laws of each jurisdiction in which
the Company or such subsidiary is currently doing business and such
qualification is required, except where the failure to so qualify would not
materially, adversely affect the Company's business, operations or financial
condition or prospects, taken as a whole.
2.3 Authority. The Company has full corporate power and
authority to execute and deliver, and to perform its obligations under, this
Agreement. The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly and validly authorized by
the Board of Directors of the Company, and no other corporate proceedings on the
part of the Company are necessary for the Company to consummate the transactions
contemplated hereby. This agreement has been duly executed and delivered by a
duly authorized officer of the Company. This Agreement constitutes the legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar
laws affecting creditor's rights, and subject to general equity principles and
to limitations on availability of equitable relief, including specific
performance.
2.4 No Conflicts. The execution, delivery and performance of
this Agreement will not constitute (i) a violation of any judgment, order or
decree, (ii) a material default under any material contract by which the Company
or any of its material assets are bound or (iii) an event which, with the giving
of notice or passage of time, would constitute such a default.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF MANDARIC
Mandaric represents and warrants, to and for the benefit of
the Company, as follows:
3.1 Acquisition of Shares. Mandaric is acquiring the Shares
for investment and not with the current intention of making a public
distribution thereof.
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3.2 Authority; Binding Nature of Agreement. Mandaric has the
absolute and unrestricted right, power and authority to execute and deliver, and
to perform his obligations under, this Agreement. This Agreement constitutes the
legal, valid and binding obligation of Mandaric, enforceable against Mandaric in
accordance with its terms.
3.3 No Conflicts. The execution, delivery and performance of
this Agreement will not constitute a (i) violation of any judgment, order or
decree, (ii) a material default under any material contract by which Mandaric or
his material assets are bound or (iii) an event which, with the giving of notice
or passage of time, would constitute such a default.
3.4 Brokers. Mandaric has not agreed or become obligated to
pay, and has not received any claim for, any brokerage commission, finder's fee
or similar commission or fee in connection with the Exchange.
SECTION 4. REGISTRATION RIGHTS
For purposes of registration of the Shares with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, the Shares
shall be deemed to be "Shares" as defined in the Securities Exchange Agreement
dated as of June 7, 1994 between the Company and Mandaric, and shall be subject
to the provisions of Section 7 thereof.
SECTION 5. MISCELLANEOUS PROVISIONS
5.1 Further Assurances. Each party hereto shall execute and/or
cause to be delivered to each other party hereto such instruments and other
documents, and shall take such other actions, as such other party may reasonably
request (prior to, at or after the Closing) for the purpose of carrying out or
evidencing any of the transactions contemplated hereby.
5.2 Notices. Any notice or other communication required or
permitted to be delivered to any party under this Agreement shall be in writing
and shall be deemed properly delivered, given and received when delivered (by
hand, registered mail, courier or express delivery service or by telecopier) to
the address or telecopier number set forth beneath the name of such party below
(or to such other address or telecopier number as such party shall have
specified in a written notice given to the other parties hereto):
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if to the Company:
Elexsys International, Inc.
18522 Von Karman Avenue
Irvine, CA 92715
Attn: Chief Financial Officer
Telecopier: (714) 474-2338
if to Mandaric:
c/o Elexsys International, Inc.
1188 Bordeaux Drive
Sunnyvale, CA 94089
Telecopier: (408) 743-5454
5.3 Counterparts. This Agreement may be executed in several
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.
5.4 Governing Law. This Agreement shall be construed in
accordance with, and governed in all respect by, the internal laws of the State
of California (without giving effect to principles of conflicts of laws).
5.5 Successors and Assigns. This Agreement shall be binding
upon Mandaric and his personal representatives, executors, administrators,
estate, heirs, successors and assigns (if any) and upon the Company and its
successors and assigns (if any). This Agreement shall inure to the benefit of
the Company, Mandaric, and the respective successors and assign (if any) of the
foregoing.
5.6 Amendments. This Agreement may not be amended, modified,
altered or supplemented other than by means of a written instrument duly
executed and delivered on behalf of Mandaric and the Company.
5.7 Entire Agreement. This Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof and
supersedes all prior agreements and understandings among or between any of the
parties relating to the subject matter hereof.
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The parties hereto have caused this Agreement to be executed
and delivered as of the date first set forth above.
ELEXSYS INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ MICHAEL S. SHIMADA
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Michael S. Shimada
Secretary & Chief Financial Officer
/s/ MILAN MANDARIC
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MILAN MANDARIC
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