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 20, 2000
Sheldahl, Inc.
(Exact name of Registrant as specified in its charter)
Minnesota 0-45 41-0758073
(State or other jurisdiction (Commission I.R.S. Employer
of incorporation) File Number) Identification No.)
1150 Sheldahl Road
Northfield, Minnesota 55057
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (507) 663-8000
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Item 5. Other Events
On March 20, 2000, Sheldahl, Inc. (the "Company") announced that Molex
Incorporated ("Molex") had notified the Company that Molex would not make a
proposal to enter into an agreement to acquire the remaining equity interests
of the Company not currently owned by Molex. A copy of the Press Release of
the Company dated March 20, 2000 is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
As part of Molex's notification to the Company, Molex waived certain
rights under the Agreement Relating to Sheldahl dated November 18, 1998 (the
"November 1998 Agreement") and under the exclusivity letter with the Company
dated February 17, 2000 (the "Exclusivity Agreement"). A copy of Molex's
letter to the Company dated March 17, 2000 is attached hereto as Exhibit 99.2
and is incorporated herein by reference.
The November 1998 Agreement provides Molex with certain rights in
connection with (i) third party proposals to acquire substantially all of the
assets of the Company or (ii) transactions in which a person becomes the
beneficial owner of a majority of the common stock or voting power of the
Company or in which the shareholders of the Company before the transaction
cease to own a majority of the common stock and voting power of the Company
after the transaction. Certain of these rights are modified in situations
where the Company desires to solicit interests for a transaction. In such
instance, the Company shall advise Molex of the terms and conditions upon
which it is willing to consummate a transaction. If Molex and the Company do
not proceed with such a transaction, the Company is free to solicit third
party interests on terms no more favorable to the third party than those
proposed to Molex, provided the Company gives Molex five business days'
notice prior to acceptance by the Company of such third party acquisition
proposal. The Company has provided Molex with the required notice and the
general terms of such a transaction. Although Molex has notified the Company
that it will not proceed to consummate a transaction with the Company, under
the terms of the November 1998 Agreement, the Company is still required to
provide five days' notice before the Company accepts an offer from a third
party meeting the requirements of the November 1998 Agreement. In its March
17, 2000 letter, Molex has agreed to waive any such required notice until
5:00 p.m., Central Time on June 15, 2000.
Under the terms of the Exclusivity Agreement, the Company agreed to
deal exclusively with Molex through March 10, 2000. In addition, under the
Exclusivity Agreement, in the event the Company enters into an agreement or
consummates an acquisition within six months after February 17, 2000 with any
person or entity that made a proposal after February 17, 2000 and prior to
March 11, 2000 (provided that such proposal has a value of not less than
$7.50 per share and Molex has not advised the Company that it is willing to
consummate an acquisition of the Company at less than $7.75), the Company is
obligated to pay Molex a non-accountable expense reimbursement of $750,000.
In its March 17, 2000 letter, Molex has agreed to waive the $750,000 payment
with respect to any transaction entered into between the Company and Irwin L.
Jacobs within thirty days after March 17, 2000 on terms described in Molex's
March 17, 2000 letter.
There can be no assurance that the Company will enter into an agreement with
respect to a transaction with any party or that any such transaction will be
consummated.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit 99.1 Press Release
Exhibit 99.2 Letter from Molex Incorporated to the Company dated
March 17, 2000
Exhibit 99.3 Exclusive Letter Agreement between the Company and
Molex Incorporated dated February 17, 2000,
incorporated by reference to Exhibit 99.1 of the
Current Report on form 8-K filed by the Company on
February 17, 2000.
Exhibit 99.4 Agreement Relating to Sheldahl between Molex
Incorporated and the Registrant dated November 18,
1998, incorporated by reference from Exhibit 4.1.3 of
Registrant's Form 10-K for the Fiscal Year ended
August 28, 1998.
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SIGNATURE
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.
Sheldahl, Inc.
By /s/ Edward L. Lundstrom
Edward L. Lundstrom, President and
Chief Executive Officer
Dated: March 20, 2000
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Exhibit 99.1
FOR IMMEDIATE RELEASE Contacts: Jill Burchill
Chief Financial Officer
March 20, 2000 507/663-8294
Sheldahl, Inc. [email protected]
1150 Sheldahl Road
Northfield, MN 55057 Jennifer Weichert
Weichert Financial Relations, Inc.
612/839-9871
[email protected]
SHELDAHL AND MOLEX
TERMINATE DISCUSSIONS
Northfield, MN, March 20, 2000 - Sheldahl, Inc. (NasdaqNM: SHEL) announced
today that it has received notification from Molex Incorporated (NasdaqNM:
MOLX) that it will not make a proposal to enter into an agreement to acquire
the remaining equity interest of Sheldahl not currently owned by Molex. In
addition, Molex waived certain rights under its Agreements with Sheldahl
dated November 18, 1998 and February 17, 2000.
"We will continue to work to maximize shareholder value by seeking suitable
strategic alternatives and delivering improvements in our Core and Micro
Products businesses," said Edward L. Lundstrom, President and Chief
Executive Officer. "This development provides us additional flexibility
going forward."
Sheldahl is a leading producer of high-density substrates, high-quality
flexible printed circuitry, and flexible laminates primarily for sale to the
automotive electronics and data communications markets. The Company, which is
headquartered in Northfield, Minnesota, has operations in Northfield;
Longmont, Colorado; South Dakota; Toronto, Ontario, Canada; and Chihuahua,
Chih., Mexico. Its sales offices are located in Detroit, Michigan; Hong Kong,
China; Singapore; and Mainz, Germany. As of January 31, 2000, Sheldahl
employed approximately 870 people. Sheldahl's common stock trades on the
Nasdaq National Market tier of the Nasdaq Stock Market under the symbol:
SHEL. In its' fiscal year ended August 27, 1999, Sheldahl reported revenues
of $122.1 million. Sheldahl news and information can be found on the World
Wide Web at http://www.sheldahl.com.
The discussion above contains statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements by their nature
involve substantial risks and uncertainties as described by Sheldahl's
periodic filings. Actual results may differ materially depending on a
variety of factors, including but not limited to the following: the
achievement of Sheldahl's projected operating results, the ability of
Sheldahl to successfully obtain waivers from its lenders for any defaults on
its debt covenants, the achievement of efficient volume production and
related sales revenue results at Longmont, the ability of Sheldahl to
identify and successfully pursue other business opportunities, Sheldahl not
entering into an agreement with respect to a transaction or any such
transaction not being consummated and Sheldahl successfully defending and
ultimately prevailing on the action brought by Sheldahl shareholders.
Additional information with respect to the risks and uncertainties faced by
Sheldahl may be found in, and the prior discussion is qualified in its
entirety by, the Risk Factors contained in the Company's filings with the
Securities and Exchange Commission, including Sheldahl's Annual Report, Form
10-K for the fiscal year ended August 27, 1999, Forms 10-Q for the quarters
ended November 27, 1998; February 26, 1999 and May 28, 1999, and other SEC
filings.
Sheldahl does not undertake any obligation to update any such factors or to
publicly announce developments or events relating to the matters described
herein.
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Exhibit 99.2
March 17, 2000
Sheldahl, Inc.
1150 Sheldahl Road
Northfield, Minnesota
Attention: Edward L. Lundstrom, Chief Executive Officer
Gentlemen:
We hereby advise Sheldahl, Inc. (the "Company") that Molex
Incorporated ("Molex") has determined that it will not make a proposal or
enter into any agreement to pursue a transaction to acquire the remaining
equity interests of the Company not currently owned by Molex.
To facilitate the Company's efforts to maximize shareholder value,
which Molex fully supports, Molex hereby waives until 5:00 p.m. central time
one June 15, 2000 its right under Section 1.11 of the Agreement Relating to
Sheldahl, dated November 18, 1998, between the Company and Molex, to receive
five business days notice prior to the Company accepting any offer to acquire
the Company.
In addition, to facilitate and expedite the proposal previously made by
Irwin L. Jacobs to purchase the Company at a price of $8.50 per share in
cash, Molex is willing to forego the $750,000 reimbursement amount which it
would be otherwise entitled to receive under the letter agreement dated
February 17, 2000, between the Company and Molex to the extent a definitive
agreement for the transaction proposed by Mr. Jacobs is entered into within
30 days form the date of this letter.
Very truly yours,
MOLEX INCORPORATED
By: /s/ Thomas S. Lee
Thomas S. Lee
Vice President, New Ventures & Acquisitions
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