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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: FEBRUARY 10, 1999 AMENDING REPORT FILED DECEMBER 14, 1998
(DATE OF EARLIEST EVENT REPORTED: NOVEMBER 30, 1998)
COMMISSION FILE NUMBER: 0-21272
SANMINA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 77-0228183
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER I.D. NO.)
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355 EAST TRIMBLE ROAD, SAN JOSE, CALIFORNIA 95131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(408) 954-5500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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Item 2. Acquisition and Disposition of Assets
On November 30, 1998, Registrant acquired Altron Incorporated ("Altron")
through a merger (the "Merger") effected pursuant to an Amended and Restated
Agreement and Plan of Merger dated September 2, 1998 (the "Merger Agreement").
Such transaction was reported on a Form 8-K report filed December 14, 1998. This
amendment to such report on Form 8-K is being filed for the purpose of filing
the financial statements required to be filed with such reports.
Pursuant to the Merger Agreement, at the effective time of the Merger, each
issued and outstanding share of Altron Common Stock was converted into 0.4545
shares of Sanmina Common Stock. The Merger Agreement and the terms of the Merger
are more fully described in Registrant's registration statement on Form S-4
(Commission File No. 333-66267) relating to the shares of Registrant's Common
Stock issued in the Merger.
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Item 7. Financial Statements and Exhibits
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED, PREPARED PURSUANT TO RULE
3-05 OF REGULATION S-X
The financial statements required to be filed were previously reported
in Altron Incorporated's Annual Report on Form 10-K for the fiscal year ended
January 3, 1998 and Quarterly Reports on Form 10-Q for the quarters ended April
4, 1998, July 4, 1998 and October 3, 1998, respectively, and incorporated herein
by reference.
(b) PRO FORMA FINANCIAL INFORMATION REQUIRED PURSUANT TO ARTICLE 11 OF
REGULATION S-X
Unaudited Pro Forma Condensed Combined Balance Sheet and Statement of
Operations of Sanmina Corporation and Altron, Incorporated for the year ended
September 30, 1998.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
SANMINA CORPORATION
By: /s/ Bernard J. Whitney
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Bernard J. Whitney,
Executive Vice President
and Chief Financial Officer
Date: February 10, 1999
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
On November 30, 1998, Sanmina Corporation (the "Company" or "Sanmina")
acquired the stock of Altron, Inc. ("Altron") by issuing approximately 7,200,638
shares of Sanmina common stock at an exchange ratio of 0.4545 shares of Sanmina
stock for one share of Altron common stock (the "Merger"). The following
unaudited pro forma condensed combined financial statements should be read in
conjunction with the historical financial statements and accompanying notes for
Sanmina and Altron incorporated by reference or included elsewhere herein.
The unaudited pro forma combined statement of operations for the fiscal
year ended September 30, 1998 gives effect to the proposed Merger, which will be
accounted for as a pooling of interests, as if the merger was completed at the
beginning of the period presented. The unaudited pro forma condensed combined
balance sheet has been prepared as if the Merger was completed as of September
30, 1998.
The pro forma information is presented for illustrative purposes only and
is not necessarily indicative of the operating results or financial position
that would have occurred if the Merger had been consummated at the beginning of
the earliest period presented, nor is it necessarily indicative of future
operating results or financial position.
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SANMINA AND ALTRON UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER 30, 1998 (IN THOUSANDS)
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<CAPTION>
ASSETS
SANMINA ALTRON ADJUSTMENTS TOTAL
------- ------ ----------- -----
<S> <C> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents ........................... $ 75,338 $ 12,633 $ $ 87,971
Short-term investments .............................. 77,284 14,374 1,868 (1) 93,526
Accounts receivable, net ............................ 96,930 26,468 123,398
Inventories ......................................... 68,953 30,282 99,235
Deferred income taxes ............................... 19,389 -- 19,389
Prepaid expenses and other current assets ........... 4,431 3,766 8,197
--------- --------- --------- ---------
Total current assets ............ 342,325 87,523 1,868 431,716
--------- --------- --------- ---------
PROPERTY, PLANT, AND EQUIPMENT
Machinery and equipment ............................. 182,901 80,698 263,599
Furniture and fixtures .............................. 4,110 3,137 7,247
Leasehold improvements .............................. 22,199 -- 22,199
Land and building ................................... 15,202 30,771 45,973
Less: Accumulated depreciation and amortization ..... (116,531) (41,910) (158,441)
--------- --------- --------- ---------
Property, plant, and equipment, net ........... 107,881 72,696 180,577
--------- --------- --------- ---------
OTHER ASSETS
Other assets ........................................ 17,372 2,977 20,349
Long-term investments ........................... -- 1,868 (1,868) (1) --
--------- --------- --------- ---------
TOTAL ASSETS ............................................. $ 467,578 $ 165,064 $ $ 632,642
========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ................................... $ 68,814 $ 14,244 $ $ 83,058
Accrued liabilities ................................ 31,649 5,663 5,479 (2) 42,791
Current portion of long-term debt .................. 2,865 3,000 5,865
Income taxes payable ............................... 11,517 -- 11,517
--------- --------- --------- ---------
Total current liabilities ....... 114,845 22,907 5,479 143,231
--------- --------- --------- ---------
LONG TERM LIABILITIES
Convertible subordinate debentures ................. 5,767 -- 5,767
Long-term debt ..................................... -- 4,600 4,600
Other liabilities .................................. 2,875 9,373 12,248
--------- --------- --------- ---------
Total Liabilities ............... 123,487 36,880 5,479 165,846
STOCKHOLDERS' EQUITY:
Preferred stock ..................................... -- -- --
Common stock ........................................ 483 794 (722)(3) 555
Additional paid-in capital .......................... 194,591 40,964 722 (3) 236,277
Unrealized holding gain on investments and cumulative
foreign currency translation adjustments 386 -- 386
Retained Earnings .................................. 148,631 86,426 (5,479)(2) 229,578
--------- --------- --------- ---------
Total stockholders' equity .................... 344,091 128,184 (5,479) 466,796
--------- --------- --------- ---------
Total liabilities and stockholders' equity .... $ 467,578 $ 165,064 $ 632,642
========= ========= ========= =========
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(1) Reclassification of investments to be consistent with Sanmina's investment
policies.
(2) Reflects expenses of merger.
(3) Reflects the exchange of all Altron Common Stock for Sanmina Common Stock
at a ratio of 0.4545 shares of Sanmina Common Stock for one share of Altron
Common Stock.
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SANMINA AND ALTRON UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF
OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1998 (IN THOUSANDS)
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<CAPTION>
SANMINA ALTRON ADJUSTMENTS TOTAL
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<S> <C> <C> <C> <C>
Net sales ................................................ $ 722,581 $ 201,207 $ $ 923,788
Cost of sales ............................................ 563,913 163,068 726,981
--------- --------- --------- ---------
Gross profit ....................................... 158,668 38,139 196,807
Operating expenses:
Selling, general and administrative ................ 43,845 17,300 61,145
Amortization of goodwill ........................... 2,851 276 3,127
Merger costs ....................................... 3,945 -- 3,945
--------- --------- --------- ---------
Total operating expenses .................... 50,641 17,576 68,217
--------- --------- --------- ---------
Income from operations ................................... 108,027 20,563 128,590
Interest income (expense), net ........................... (688) 1,062 374
--------- --------- --------- ---------
Income before income taxes ............................... 107,339 21,625 128,964
Provision for income taxes ............................... (39,188) (8,537) 47,725
--------- --------- --------- ---------
Net income (loss) ........................................ $ 68,151 $ 13,088 $ $ 81,239
========= ========= ========= =========
Earnings per share
Basic $ 1.61 $ 0.84 $ 1.64
Diluted 1.43 0.82 1.47
Shares Used in Computing per
Share Amounts
Basic 42,356 15,497 (8,454)(1) 49,399
Diluted 50,400 16,051 (8,756)(1) 57,695
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(1) Reflects the exchange of all Altron Common Stock for Sanmina Common Stock
at a ratio of 0.4545 shares of Sanmina Common Stock for one share of Altron
Common Stock.
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS OF SANMINA AND ALTRON
(UNAUDITED)
Note 1. Basis of Presentation
The unaudited pro forma condensed combined statement of operations combines
the historical statements of income of Sanmina and Altron for the year ended
September 30, 1998 to reflect results based on the pooling - of - interests
method of accounting. No adjustments were necessary to conform the accounting
policies of the combining companies.
Note 2. Pro Forma Net Income Per Share
The pro forma combined net income per share is based on the combined
weighted average number of common and dilutive equivalent shares of Sanmina and
Altron based upon the exchange ratio of 0.4545 of a share of Sanmina common
stock for each share of Altron common stock.
Note 3. Merger Related Expenses of Sanmina and Altron
Sanmina and Altron estimate that they will incur merger-related expenses,
consisting primarily of investment banking, legal and accounting fees, financial
printing and other related charges, of approximately $5.4 million. This estimate
is preliminary and is therefore subject to change. These nonrecurring expenses
were charged to operations in the first quarter of fiscal 1999, being the period
in which the Merger was consummated. The pro forma combined balance sheet gives
effect to such expenses as if they had been incurred as of September 30, 1998,
but the pro forma condensed statement of operations does not give effect to such
expenses as such expenses are non-recurring.
