U.S. 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): SEPTEMBER 2, 1997
ZYTEC CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 0-22428 41-1465891
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7575 MARKET PLACE DRIVE
EDEN PRAIRIE, MINNESOTA 55344
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (612) 941-1100
NOT APPLICABLE
(Former name or former address, if changed since last report.)
(The remainder of this page was intentionally left blank.)
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ITEM 5. OTHER EVENTS.
On September 2, 1997, Zytec Corporation, a Minnesota corporation
("Zytec"), Computer Products, Inc., a Florida corporation ("CPI"), and CPI
Acquisition, Inc. (a wholly-owned subsidiary of CPI) ("CPI Sub") entered into an
Agreement and Plan of Merger (the "Agreement"). Under the Agreement, each share
of common stock of Zytec (other than shares held by those shareholders who
properly exercise their appraisal rights under Minnesota law and any shares held
by CPI, CPI Sub, and any other affiliate of CPI) will be converted into 1.33
shares of common stock of CPI. Outstanding options to acquire and debt
convertible into shares of Zytec common stock will become, respectively, options
to acquire and debt convertible into CPI common stock, and an outstanding option
to acquire and debt convertible into one share of Zytec common stock will become
an option to acquire or debt convertible into 1.33 shares of CPI common stock.
The Agreement has been approved by the respective Boards of Directors of Zytec
and CPI, and it is subject to the approval of the shareholders of both CPI and
Zytec, the receipt of various governmental approvals and other customary closing
conditions. The acquisition pursuant to the Agreement will be accounted for as a
pooling of interests and is intended to qualify as a tax-free reorganization.
This Current Report on Form 8-K contains forward-looking statements
that involve risks and uncertainties. Actual results may differ from the results
discussed in the forward-looking statements due to many factors including,
without limitation, unanticipated delays in obtaining regulatory approvals or
the approvals of the shareholders of CPI and Zytec.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) EXHIBITS.
Exhibit 99.1 Joint Press Release of Zytec and CPI dated
September 3, 1997.
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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 hereunto duly authorized.
Zytec Corporation
Date: September 10, 1997. By /s/ John B. Rogers
John B. Rogers
Vice President Finance & Treasurer
(Principal financial and principal
accounting officer)
Exhibit 99.1
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Investor Relations Contact:
John Nesbett
Lippert/Heilshorn & Associates
(212) 838-3777
Company Contact:
Computer Products, Inc.
Richard J. Thompson
Chief Financial Officer
(561) 451-1000
Company Contact:
Zytec Corporation
John B. Rogers
V.P. Finance & Treasurer
(612) 941-1100 ext. 193
COMPUTER PRODUCTS, INC. AND ZYTEC CORPORATION
ANNOUNCE PLANS TO MERGE
CREATING ONE OF THE WORLD'S LEADING POWER SUPPLY COMPANIES
COMPANIES COMBINE TO FURTHER CAPITALIZE ON OPPORTUNITIES IN
THE COMMUNICATIONS INDUSTRY
BOCA RATON, FL (September 3, 1997) -- Computer Products Inc., (Nasdaq/NM:CPRD)
and Zytec Corporation, (Nasdaq/NM:ZTEC), two of the leading companies in the
power supply industry, today announced that their respective boards of directors
have unanimously approved a definitive agreement to merge the two corporations
and become one of the world's leading providers of power supplies and power
systems for the communications market.
Based on the closing price of Computer Products common stock on August 29, 1997,
the transaction is valued in excess of $500 million on a fully diluted basis.
The combined companies 1997 revenue is expected to be approximately $530
million.
The agreement provides for a stock-for-stock exchange in which each share of
Zytec common stock will be exchanged for 1.33 shares of Computer Products stock.
Computer Products expects to issue approximately 16.7 million common shares for
Zytec's common and equivalent shares outstanding which will represent
approximately 40% of Computer Products Inc.'s ownership on a fully diluted
basis.
The transaction is expected to be a tax free exchange to be accounted for as a
pooling of interest. It is planned to close in the fourth fiscal quarter ending
January 2, 1998. A one-time charge related to certain merger costs will be
expensed at that time. The transaction is expected to be moderately accretive to
Computer Products earnings in fiscal 1998. Completion of the merger is
conditional upon approval by the shareholders of both companies and government
regulatory agencies.
Mr. Joseph M. O'Donnell, Chairman, President and Chief Executive Officer of
Computer Products Inc., stated, "The concept of combining Zytec and Computer
Products was driven by trends among our customers in the communications market.
We are confident the benefits of the merger will quickly be apparent to our
customers, employees and shareholders. Together, the ability of the two
companies to offer customers unparalleled service, leading edge technology and
financial strength will be significantly increased. It is our belief that the
combined company will offer the industry's largest engineering, sales and
service staff with manufacturing locations strategically located throughout the
world. Additionally, our strategic need for a significant North American
manufacturing presence is largely fulfilled by this merger. "
Mr. Ronald D. Schmidt, Chairman and Chief Executive Officer of Zytec
Corporation, commented, "This transaction creates a world leader in the power
industry offering communication customers
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unique and innovative solutions tailor-made to their rigorous specifications.
The global resources of this new company enhance our ability to provide
market-leading technology combined with a first class commitment to customer
service, improved growth opportunity for our employees and better return to our
stockholders. Furthermore, our strategic plan has called for a manufacturing and
engineering presence in the Far East. This merger makes it a reality."
Following the merger, Mr. O'Donnell. will serve as President and Chief Executive
Officer. Mr. O'Donnell and Mr. Schmidt will serve as Co-Chairman. Mr. Richard J.
Thompson will serve as Chief Financial Officer of the combined entity.
Computer Products, Inc., headquartered in Boca Raton, Fla., is a manufacturer of
standard and custom-designed electronic products and subsystems for the
communications industry and other real-time systems applications. The Company
has operations in Madison, Wis., Boston, Mass., Fremont and Huntington Beach,
Calif., Hong Kong and Zhongshan, China, the Republic of Ireland, Germany,
Netherlands and the Czech Republic.
Based in Minneapolis, Minnesota, Zytec is a leading designer and manufacturer of
custom electronic power conversion equipment for original equipment
manufacturers in the communications, networking, computer and other electronic
equipment market places. In addition, the company provides logistics and repairs
from its California operation and repair of power supplies in its Redwood Falls,
Minn. location. A 1991 recipient of the Malcolm Baldrige National Quality Award,
Zytec currently employs more than 2,800 people in facilities located in Eden
Prairie and Redwood Falls, MN; Broomfield, CO; Lincoln, CA; Richardson, TX;
Vienna and Kindberg, Austria; and Tatabanya, Hungary.
Except for historical information contained herein, the matters discussed in
this news release may consist of forward-looking statements that involve risks
and uncertainties, including the timely availability and acceptance of new
products, the impact of competitive products and pricing, the management of
growth, and other risks detailed from time to time in the SEC reports of each of
the companies.
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