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 (Date of Earliest Event Reported): September 2, 1998
ALTRON INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 000-13230 04-246301
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or Number) Identification Number)
organization)
One Jewel Drive
Wilmington, MA 01887
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (978) 658-5800
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Item 5. Other Events.
On September 2, 1998, Altron Incorporated, a Massachusetts corporation
(the "Company"), entered into an Agreement and Plan of Merger (the "Agreement")
by and among the Company, Sanmina Corporation, a Delaware corporation
("Sanmina"), SANM Acquisition Subsidiary, Inc., a Massachusetts corporation and
a wholly-owned subsidiary of Sanmina ("SANM"), providing for the merger of SANM
with and into The Company (the "Merger").
In the Merger, all outstanding shares of Common Stock of the Company
shall be converted into 0.4545 share of Common Stock, par value $.01 per share,
of Sanmina (the "Sanmina Common Stock"), subject to a minimum per share value of
$13.635 and all outstanding options to purchase Common Stock of Altron shall be
assumed by Sanmina and became options to purchase shares of Sanmina Common
Stock. The exchange ratio will be adjusted, if necessary, to achieve such
minimum per share value subject to a maximum exchange ratio of 0.5681 shares of
Sanmina Common Stock per Altron share. In the event that the price of Sanmina
Common Stock at the effective time of the Merger is not at least $24.00 per
share, either Sanmina or the Company may, with no further liability or
obligation to the other party, terminate the Agreement. The Agreement also
provides for a mutual termination fee of six million dollars in the event that
either party terminates the Agreement under certain circumstances.
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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.
ALTRON INCORPORATED
Dated: September 4, 1998 By: /s/Samuel Altschuler
Samuel Altschuler
Chairman and President
343778-1
