<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
June 2, 1998
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 or 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)
</PAGE>
<PAGE> 2
Item 5: Other Events
This discussion contains forward-looking statements that involve
risks and uncertainties. The Company's actual results could
differ materially from those discussed herein. Factors that
could cause or contribute to such differences, include, but are
not limited to, those discussed herein, as well as those
discussed in the Company's Annual Report on Form 10-K for the
year ended June 30, 1997. Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date hereof. The Company
undertakes no obligation to publicly release the results of any
revision to these forward-looking statements which may be made to
reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
Tyco International Ltd. ("Tyco"), a diversified manufacturing and
service company, and Sigma Circuits, Inc.(the "Company"), a
leading manufacturer of electronic interconnect products,
announced on Tuesday, June 2, 1998 that they have entered into a
definitive Merger Agreement pursuant to which Tyco will purchase
all of the outstanding common shares of the Company. Under the
Agreement, a subsidiary of Tyco will shortly commence a tender
offer to purchase all of the Company's approximately 5,500,000
shares of common stock and common stock equivalents for $10.50
per share in cash. The offer is conditioned on the tender of a
majority of the outstanding shares of common stock on a fully
diluted basis, regulatory approvals, and certain other
conditions.
Tyco is the world's largest manufacturer and installer of fire
protection systems, the largest provider of electronic security
services, and has strong leadership positions in disposable
medical products, packaging materials, flow control products,
electrical and electronic components and undersea
telecommunications systems. Tyco operates in more than 80
countries around the world and has expected annual revenues in
excess of $13.0 billion. Subsequent to the transaction, the
Company will become a part of the Tyco Printed Circuit Group,
headquartered in Stafford, CT, one of the country's largest
independent circuit board manufacturers.
Item 7: Financial Statements and Exhibits
C. Exhibits
99.1 Press release dated June 2, 1998.
</PAGE>
<PAGE> 3
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 12th day of
June 1998.
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
</PAGE>
<PAGE> 4
Exhibit 99.1
CONTACTS:
B. Kevin Kelly J. Brad McGee
President and Chief Executive Officer Senior Vice President
Sigma Circuits, Inc. Tyco International (US) Inc.
(408) 727-9169 (603) 778-9700
FOR IMMEDIATE RELEASE
TYCO INTERNATIONAL TO ACQUIRE SIGMA CIRCUITS
SANTA CLARA, California and HAMILTON, Bermuda (June 2, 1998) -- Tyco
International Ltd. (NYSE-TYC, LSE-TYI, BSX-TYC) (Tyco), a diversified
manufacturing and service company, and Sigma Circuits, Inc. (Nasdaq NM
- - - SIGA) (Sigma), a leading manufacturer of electronic interconnect
products, announced today that they have entered into a definitive
Merger Agreement pursuant to which Tyco will purchase all of the
outstanding common shares of Sigma.
Under the Agreement, a subsidiary of Tyco will shortly commence a
tender offer to purchase all of Sigma's approximately 5,500,000 shares
of common stock and common stock equivalents for $10.50 per share in
cash. The offer is conditioned on the tender of a majority of the
outstanding shares of common stock on a fully diluted basis,
regulatory approvals, and certain other conditions.
Sigma, with estimated fiscal 1998 revenues of approximately $94
million, is headquartered in Santa Clara, California. They have four
manufacturing facilities in California, three in Santa Clara, and one
in Stockton. Sigma is a leading quick-turn manufacturer of
specialized electronic interconnect products, including multilayer
rigid printed circuit boards, backplane assemblies and sub-assemblies,
and flexible circuits. It will become a part of the Tyco Printed
Circuit Group, headquartered in Stafford, CT, one of the country's
largest independent circuit board manufacturers.
"Sigma is an excellent fit with the Tyco Printed Circuit Group.
Sigma's capabilities in producing complex multilayer circuit boards,
backplanes, and flexible circuits, its quick-turn service capability,
as well as its west coast location, readily complement the product
lines and customer base of our printed circuit operations," said L.
Dennis Kozlowski, Tyco's Chairman and Chief Executive Officer. Mr.
</PAGE>
<PAGE> 5
Kozlowski also noted that the acquisition will provide an immediate
positive contribution to Tyco's earnings.
B. Kevin Kelly, President and Chief Executive Officer of Sigma,
stated, "This transaction provides superior value to our shareholders.
We are a natural complement to the Tyco Printed Circuit Group,
providing strategically located manufacturing capacity through which
the Tyco Printed Circuit Group can continue its high rate of growth."
Tyco International Ltd., a diversified manufacturing and service
company, is the world's largest manufacturer and installer of fire
protection systems, the largest provider of electronic security
services, and has strong leadership positions in disposable medical
products, packaging materials, flow control products, electrical and
electronic components and undersea telecommunications systems. The
company operates in more than 80 countries around the world and has
expected annual revenues in excess of $13 billion.
FORWARD LOOKING INFORMATION
Certain statements in this release are "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995. All forward looking statements involve risks and uncertainties.
In particular, any statements contained herein regarding the
consummation and benefits of future acquisitions, as well as
expectations with respect to future sales, operating efficiencies, and
product expansion are subject to known and unknown risks,
uncertainties and contingencies, many of which are beyond the control
of the Company, which may cause actual results, performance or
achievements to differ materially from anticipated results,
performance or achievements. Factors that might affect such forward
looking statements include, among other things, overall economic and
business conditions, the demand for the Company's goods and services,
competitive factors in the industries in which the Company competes,
changes in government regulation, and the timing, impact, and other
uncertainties of future acquisitions.
</PAGE>
