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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
September 30, 1996
Date of Report
(Date of earliest event reported)
Commission file number: 0-24170
SIGMA CIRCUITS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0107167
(State or other jurisdiction (I.R.S. Employer
of incorporation organization) Identification Number)
393 Mathew Street
Santa Clara, California 95050
(408) 727-9169
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Item 5: Other Events
The matter discussed herein contains forward-looking statements which involve
risks and uncertainties and actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to the ability of management to integrate the two
companies successfully, the timing and volume of orders, product mix and
capacity utilization. These factors are fully discussed in the Company's
regular financial filings with the Securities and Exchange Commission. Further,
the Company will not undertake any obligation to publicly release the results of
any revision to these forward-looking statements which may be made to reflect
events or circumstances which occur after the date hereof or to reflect the
occurrence of unanticipated events.
Continental Circuits Corp. (Nasdaq: CCIR) and Sigma Circuits, Inc. (Nasdaq:
SIGA) jointly announced that they have signed a letter of intent whereby
Continental Circuits will acquire all of the outstanding shares of Sigma
Circuits in exchange for Continental Circuits' stock. Under the terms of the
exchange, Sigma Circuits shareholders would received 0.70 shares of Continental
Circuits' stock for each share of Sigma Circuits' stock. For its fiscal year
ended June 30, 1996, Sigma Circuits reported revenues of $87.7 million while
Continental Circuits reported revenues of $108.3 million for its fiscal year
ended July 31, 1996.
Located in Santa Clara, California, Sigma Circuits, Inc. is a leading quick-turn
manufacturer of electronic interconnect products including multilayer printed
circuit boards ("PCBs"), backplane assemblies and flexible circuits. Based in
Phoenix, Arizona, Continental Circuits Corp. is a leading high-volume, high-
technology manufacturer of complex, multilayer PCBs. Each company's products
are used by original equipment manufacturers and contract manufacturers engaged
in the data communications, telecommunications, computer, peripherals,
instrumentation and medical segments of the electronics industry.
Drawing from a consolidated, complementary customer base, the combined entity
will be well positioned to serve as a "one-stop" provider of electronic
interconnect products and services, offering prototype, quick-turn and volume
production of PCBs, flexible circuits, backplane assemblies, sub-assemblies, and
complete systems. The combined entity is expected to benefit from enhanced
technological, production and cost synergies. Subject to the execution of a
definitive agreement and regulatory and shareholder approval, the acquisition is
scheduled for completion by early calendar year 1997.
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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, thereunto duly authorized, in the City of Santa Clara, County of
Santa Clara, State of California, on the 2nd day of October, 1996.
Sigma Circuits, Inc.
(Registrant)
By /s/ B. Kevin Kelly
B. Kevin Kelly
President, Chief Executive Officer
and Director
By /s/ Philip S. Bushnell
Philip S. Bushnell
Senior Vice President, Finance
and Administration, Chief Financial
Officer, Secretary and Director
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