UNITED STATES
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): December 11, 1998
BENCHMARK ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 1-10560 74-2211011
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3000 TECHNOLOGY DRIVE, ANGLETON, TEXAS 77515
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (409) 849-6550
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ITEM 5. Other Events.
On December 11, 1998, Benchmark Electronics, Inc. ("Benchmark") issued the
press release filed herewith.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following materials are filed as exhibits to this Current Report
on Form 8-K.
EXHIBIT
NUMBER DESCRIPTION
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1 Press release of Benchmark Electronics, Inc. dated
December 11, 1998.
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S I G N A T U R E
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.
BENCHMARK ELECTRONICS, INC.
Dated: December 11, 1998 By: /s/ DONALD E. NIGBOR
----------------------
Donald E. Nigbor
President
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
1 Press release of Benchmark Electronics, Inc. dated December
11, 1998.
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EXHIBIT 1
Press Release
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PRESS RELEASE
FOR MORE INFORMATION CALL:
CARY T. FU
EXECUTIVE VICE PRESIDENT
BENCHMARK ELECTRONICS, INC.
(409) 849-6550
FOR IMMEDIATE RELEASE
BENCHMARK ELECTRONICS, INC. ADOPTS
SHAREHOLDER RIGHTS PLAN
ANGLETON, Texas, December 11, 1998 -- Benchmark Electronics, Inc. (NYSE/BHE)
announced today that its Board of Directors has adopted a Shareholder Rights
Plan designed to protect its shareholders from coercive takeover tactics.
Donald E. Nigbor, President and Chief Executive Officer of Benchmark
Electronics, Inc., stated: "The Rights Plan is intended to assure that all of
Benchmark's shareholders receive fair and equal treatment in the event of any
proposed takeover of the Company. The plan is intended to guard against partial
tender offers, squeeze-outs, open market accumulations and other coercive
tactics. It is not intended to prevent a takeover, but should encourage
potential acquirers to negotiate with the board prior to attempting a takeover.
The plan is intended to afford the Board of Directors the opportunity to
negotiate a fair price for all shareholders at the Company's true long-term
value should someone attempt to acquire Benchmark."
Benchmark said that the Rights Plan was not adopted in response to a
takeover attempt, and that the Board of Directors was unaware of any such
activity.
Under the Rights Plan, shareholders of record of Benchmark as of December
21, 1998 will receive a dividend of one preferred share purchase right for each
outstanding share of Benchmark common stock. Subject to the terms of the Rights
Agreement, each Right entitles the registered holder to purchase one
one-thousandth of a share of Benchmark's new series of cumulative junior
preferred stock at an exercise price of $155. Until the rights become
exercisable, they will be
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represented by, and trade with, the outstanding Benchmark stock certificates; no
separate certificates will be issued for the Rights at this time.
The Rights will become exercisable 10 days after any person or group
(subject to certain exceptions) acquires 15% or more of Benchmark's common stock
or commences (or announces an intention to commence) a tender offer the
consummation of which would result in ownership by a person or group of 15% or
more of the common stock.
If any person acquires 15% or more of the Benchmark common stock, holders
of each Right (other than the acquiring person) will have the right, upon
payment of the exercise price, to purchase the number of shares of Benchmark
common stock (in lieu of the preferred stock) which, at that time, have a market
value of two times the exercise price of a Right. At such time, the Benchmark
Board of Directors may also exchange Rights, other than those held by the
acquiring person, in whole or in part for Benchmark common stock at an exchange
ratio of one share of common stock per right.
If Benchmark is acquired in a merger or other business combination
transaction after a person has acquired 15% or more of the Company's outstanding
common stock, each Right will entitle its holder to purchase, at the Right's
then-current exercise price, a number of the acquiring company's common shares
having a market value of twice such price.
Prior to the expiration of 10 days after the acquisition by a person or
group of beneficial ownership of 15% or more of the Company's common stock, the
Rights are redeemable for one cent per Right at the option of the Board of
Directors.
The dividend distribution will be made on December 21, 1998, payable to
shareholders of record on that date. The Rights will expire on December 11,
2008. The Rights distribution will not be taxable to shareholders.
This press release contains forward-looking statements regarding the
Company and the operation of the Rights Plan. The use of the future tense, and
the use of the words "believe," "expect," "intend," "anticipate," and similar
expressions identify such forward-looking statements. Such statements involve
risks, uncertainties and assumptions with respect to the Rights Plan, including,
but not limited to, the risk that future action or inaction by the Board of
Directors with respect to the Rights Plan (including any decision regarding the
amendment of the plan, the redemption of the Rights and the maintenance of the
Rights Plan) could become the subject of
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litigation, that could cause the actual effects of the adoption or operation of
the Rights Plan to differ from those expected by the Company.
Benchmark Electronics provides contract manufacturing and engineering
services to original equipment manufacturers in select industries, including of
medical devices, communications equipment, industrial and business computers,
testing instruments, and industrial controls. The Company's stock trades on the
New York Stock Exchange using the symbol BHE.
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