<PAGE> 1
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): JANUARY 30, 1998
CMC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 0-22971 62-1434910
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
</TABLE>
<TABLE>
<S> <C>
4950 PATRICK HENRY DRIVE, SANTA CLARA, 95054
CALIFORNIA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 982-9999
</TABLE>
<PAGE> 2
ITEM 5. OTHER EVENTS
On January 26, 1998, CMC Industries, Inc., a Delaware corporation
(the "Company") announced the appointment of M. Kenneth Oshman and Richard M.
Moley to the Company's Board of Directors. The Company also announced that it
had raised approximately $3.7 million through a private placement to Dr. Oshman
and Mr. Moley of an aggregate of 500,000 shares of the Company's Common Stock.
The Company granted these investors certain registration rights that may not be
exercised prior to January 23, 1999. The purpose of the offering was principally
to provide additional financial flexibility to take advantage of business
opportunities as they arise.
A copy of the press release publicly announcing the transaction is
filed herewith as Exhibit Number 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- ----------------- ---------------------------------------------------------
<S> <C>
99.1 Press release issued by the Company on January 26, 1998.
</TABLE>
-2-
<PAGE> 3
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 hereunto duly authorized.
CMC INDUSTRIES, INC.
Dated: January 26, 1998 By: /s/ MATTHEW G. LANDA
----------------------------------------
Name: Matthew G. Landa,
President and Chief Executive Officer
-3-
<PAGE> 4
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------------------------------------------------------
99.1 Press release issued by the Company on January 26, 1998.
<PAGE> 1
EXHIBIT 99.1
MONDAY JANUARY 26, 8:00 AM EASTERN TIME
COMPANY PRESS RELEASE
CMC INDUSTRIES INC. ANNOUNCES THE ADDITION OF KEN OSHMAN AND RICHARD MOLEY TO
ITS BOARD OF DIRECTORS
SANTA CLARA, Ca.--(BUSINESS WIRE)--January 26, 1998--CMC Industries, Inc.
(NASDAQ: CMCI - news) today announced the appointment of M. Kenneth Oshman and
Richard M. Moley to the Company's Board of Directors. The Company also announced
that it has raised $3.7 million through a private placement to Dr. Oshman and
Mr. Moley of an aggregate of 500,000 shares of the Company's Common Stock. The
Company granted these investors certain registration rights that may not be
exercised prior to January 23, 1999. The Company stated that the purpose of the
offering is principally to provide additional financial flexibility to take
advantage of business opportunities as they arise.
Dr. Oshman is currently the President and Chief Executive Officer of Echelon
Inc., a private company providing control network products and technologies.
Prior to Echelon, he was co-founder, President, Chief Executive Officer and a
member of the Board of Directors of ROLM Corporation from inception through its
sale to IBM. Dr. Oshman currently serves as a Director of Sun Microsystems,
Knight Ridder and a number of private companies. Mr. Moley was most recently a
Senior Vice President and member of the Board of Directors of Cisco Systems and
President, Chief Executive Officer, and Chairman of Stratacom, Inc. from its
inception until its acquisition by Cisco in July 1996. Mr. Moley currently
serves on the Board of Directors of Linear Technology, Cidco and several private
companies.
"We are very pleased to announce the addition of Dr. Oshman and Mr. Moley to the
CMC Board of Directors," said Matthew Landa, President and CEO of CMC. "Their
knowledge and experience as leaders of highly successful networking companies
further bolsters our commitment to being a dominant supplier of manufacturing
services to the technology sector. We welcome them to the CMC team."
"The investment in the Company is earmarked for additional growth opportunities
for CMC, including the expansion of our Hermosillo facility to take advantage of
increases in demand for contract manufacturing services in Mexico," said Landa.
"The electronic manufacturing services industry is becoming increasingly
important as an enabler of growth and change in the high tech industry,"
commented Dr. Oshman. "CMC's position as a leader in communications related
manufacturing technologies, including a full range of assembly and test
capabilities, sophisticated MIS systems, and expertise in build-to-order
logistics systems places the Company firmly in front of the emerging needs of
technology OEMs. I look forward to participating on the Board of CMC
Industries."
Headquartered in Santa Clara, California, CMC Industries is a leading provider
of electronic manufacturing services to original equipment manufacturers in the
telecommunications, computer and electronics industries. The Company has
operations in Corinth, Mississippi; Santa Clara, California; Hermosillo, Mexico;
Huntsville, Alabama and Taipei, Taiwan.
The matters set forth in this news release may contain forward-looking
statements. Actual results may differ materially from those described herein and
are dependent on certain risks and uncertainties including, but not limited to,
the timing and magnitude of orders from customers with projects currently in
development as well as continued orders and growth in orders from customers
already in volume production, the ability of the Company to accurately forecast
the timing and magnitude of future customer orders and appropriately adjust its
expenditures in respect thereof, changes in customer mix and volume,
competition, component availability, inventory obsolescence, business conditions
in the general economy as well as the industries in which the Company and the
Company's customers compete and other risk factors such as those detailed in the
Company's SEC reports.
