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): February 22, 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 February 22, 2000, Sheldahl, Inc., a Minnesota corporation (the
"Company"), was served with a Minnesota state court complaint venued in the
Fourth Judicial District of Hennepin County (the "Complaint") on behalf of
Kelly Townsend against the Company, its directors and Molex Incorporated
("Molex") claiming that the consideration to be paid in a proposed
transaction between the Company and Molex, as announced February 17, 2000, is
unfair and inadequate for the Company's shareholders. The Complaint requests
certification as a class action, and seeks injunctive relief and compensatory
damages. Although Sheldahl believes that the claims and allegations in the
Complaint have no merit and intends to vigorously contest the action, there
can be no assurance that Sheldahl or Molex will successfully defend and
ultimately prevail in the action or that Sheldahl and Molex will enter into a
definitive agreement or consummate any transaction between themselves.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit 99.1 Press Release
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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: February 23, 2000
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FOR IMMEDIATE RELEASE Contacts: Jill Burchill, CFO
507/663-8294
February 21, 2000 [email protected]
Sheldahl, Inc.
1150 Sheldahl Road Jennifer Weichert
Northfield, MN 55057 Weichert Financial Relations
651/686-9751or612/839-9871
[email protected]
SHAREHOLDER FILES SUIT AGAINST
SHELDAHL, INC.
Northfield, MN, February 21, 2000 -- Sheldahl, Inc. (the "Company") (Nasdaq:
SHEL) announced that it has received notice of a Minnesota state court
complaint against the Company, its directors and Molex Incorporated (Nasdaq:
MOLX) claiming that the consideration to be paid in a proposed transaction
between the Company and Molex, as announced on February 17, 2000, is unfair
and inadequate for the Company's shareholders. The complaint requests
certification as a class action, and seeks injunctive relief and compensatory
damages. Sheldahl believes that the claims and allegations in the complaint
have no merit and intends to vigorously contest the action.
Sheldahl, Inc. 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; Detroit, Michigan; South Dakota; Toronto, Ontario,
Canada; and Chihuahua, Chih., Mexico. Its' sales offices are located in 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. Sheldahl news and information can be found on the World Wide Web at
http://www.Sheldahl.com.
Molex Incorporated is a 61 year-old manufacturer of electronic, electrical
and fiber optic interconnection products and systems, switches and
application tooling. Based in Lisle, Illinois, Molex operates 50
manufacturing facilities in 21 countries and employs approximately 15,900
people. Molex common stock (Nasdaq: MOLX, MOLXA) is included in the S&P 500
Index and is listed as part of the S&P 500 Electrical Equipment Industry
Group.
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: Molex and
Sheldahl not entering into an agreement with respect to a transaction; or any
such transaction not being consummated; and Sheldahl and/or Molex
successfully defending and ultimately prevailing on the action brought by a
Sheldahl shareholder. 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 the developments or events relating to the matters
described herein.
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