<PAGE>
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 1, 1997
----------------
MICROELECTRONIC PACKAGING, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
CALIFORNIA 0-23562 94-3142624
- ---------------------------- ----------- ------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9350 TRADE PLACE, SAN DIEGO, CALIFORNIA 92126
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 530-1660
--------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On March 1, 1997, the Board of Directors of Microelectronic
Packaging, Inc. (the "Company") voted to liquidate MPM (S) Pte. Ltd. ("MPM"),
one of the Company's wholly-owned Singapore subsidiaries. The Company had been
attempting to conduct its multilayer packaging operations through MPM pursuant
to a licensing agreement with IBM. Changing market conditions for multilayer
packaging products and IBM's unwillingness to renegotiate the terms of the
license agreement since the formation of MPM are the primary reasons that the
Company decided to liquidate MPM.
Item 5. Other Events.
On March 1, 1997, the Board of Directors of the Company approved the
ongoing restructuring of MPS (S) Pte. Ltd. ("MPS"), another of the Company's
wholly-owned Singapore subsidiaries through which the Company conducts its
pressed ceramic packaging activities. Pursuant to such ongoing restructuring,
MPS may be placed under Judicial Management, as defined under Singapore law,
which would give the Company the ability to organize MPS's outstanding debts.
The Company anticipates that the Judicial Management process should take no
longer than one hundred and eighty (180) days, if it chooses to pursue this
form of restructuring.
On February 20, 1997, the Company converted the remaining outstanding
Convertible Debentures sold to Dusseldorf Securities Ltd. and various offshore
investors (collectively, the "Purchasers") on October 24, 1996 and reported on a
current report on Form 8-K filed with the Securities and Exchange Commission on
October 28, 1996. Including the conversion of the remaining outstanding
Debentures, the Purchasers have been issued an aggregate of 5,108,783 shares of
the Company's Common Stock. The conversion of the outstanding Debentures and
the existence and exercise of the Warrant issued to Dusseldorf Securities Ltd.,
as described in the current report on Form 8-K filed with the Securities and
Exchange Commission on October 28, 1996, has significantly diluted and will
significantly dilute both the earnings per share amounts and the ownership
interests of the Company's other shareholders.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. None.
-------------------------------------------
(b) Pro Forma Financial Information.
-------------------------------
1. Introduction to Unaudited Pro Forma Condensed Financial
Information.
2. Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of September 30, 1996.
3. Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Year Ended December 31, 1995.
4. Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Nine Months Ended September 30, 1996.
5. Notes to Unaudited Pro Forma Condensed Consolidated Financial
Information.
(c) Exhibits. The following documents are filed as an exhibit to
--------
this report:
Exhibit No. Description
----------- -----------
7(b)1 Introduction to Unaudited Pro Forma Condensed Financial
Information.
2.
<PAGE>
7(b)2 Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 1996.
7(b)3 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Year Ended December 31, 1995.
7(b)4 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Nine Months Ended September 30, 1996.
7(b)5 Notes to Unaudited Pro Forma Condensed Consolidated
Financial Information.
10.85 Press Release dated March 3, 1997.
3.
<PAGE>
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.
Microelectronic Packaging, Inc.
-----------------------------------
(Registrant)
Date: March 14, 1997 By /S/ Timothy Sullivan
-----------------------------------
Name: Timothy Sullivan
Title: Vice President and Controller
4.
<PAGE>
Microelectronic Packaging, Inc.
Exhibit Index
to Form 8-K
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
7(b)1 Introduction to Unaudited Pro Forma Condensed Financial
Information.
7(b)2 Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 1996.
7(b)3 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Year Ended December 31, 1995.
7(b)4 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Nine Months Ended September 30, 1996.
7(b)5 Notes to Unaudited Pro Forma Condensed Consolidated
Financial Information.
10.85 Press Release dated March 3, 1997
</TABLE>
<PAGE>
EXHIBIT 7(b)1
INTRODUCTION TO UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION.
<PAGE>
MICROELECTRONIC PACKAGING, INC.
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
Introduction
- ------------
The following Unaudited Pro Forma Condensed Consolidated Financial Information
is presented to illustrate the financial statement effect of the liquidation, as
described in Item 2 of this Form 8-K, of the Company's MPM Singapore Pte. Ltd.
subsidiary engaged in the development of multi-layer packaging technology
pursuant to a licensing agreement with IBM, and should be read in conjunction
with the historical financial statements of Microelectronic Packaging, Inc.
("MPI") contained in its Annual Report on Form 10-K for the year ended December
31, 1995 and its Quarterly Report on Form 10-Q for the quarter ended September
30, 1996.
The accompanying Unaudited Pro Forma Condensed Consolidated Balance Sheet
adjusts the historical condensed consolidated balance sheet of MPI at September
30, 1996 as if the liquidation had occurred as of that date.
The accompanying Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1995 adjusts the results of
operations of MPI for the year ended December 31, 1995 as if the liquidation had
occurred as of the first day of that period. The accompanying Unaudited Pro
Forma Condensed Consolidated Statement of Operations for the nine months ended
September 30, 1996 adjusts the results of operations of MPI for the nine months
ended September 30, 1996 assuming a continuation of the Unaudited Pro Forma
Condensed Statement of Operations for the year ended December 31, 1995.
The accompanying Unaudited Pro Forma Condensed Consolidated Financial
Information and this description have been included as required by the rules of
the Securities and Exchange Commission and are provided for illustrative
purposes only. The pro forma financial information does not purport to be
indicative of the results which would have been obtained if MPI's liquidation
of the Company's MPM Singapore Pte. Ltd. subsidiary had been effected on the
date or dates indicated or which may be obtained in the future.
F-2
<PAGE>
EXHIBIT 7(b)2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF
SEPTEMBER 30, 1996.
<PAGE>
MICROELECTRONIC PACKAGING, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Historical Adjustments Consolidated
----------- ------------- ------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash $ 2,559,000 $ (220,000)(1) $ 2,339,000
Accounts receivable, net 4,491,000 4,491,000
Inventories 8,021,000 (136,000)(1) 7,885,000
Other current assets 6,132,000 - 6,132,000
----------- ------------ -----------
Total current assets 21,203,000 (356,000) 20,847,000
Property, plant and equipment,
net 24,162,000 (14,131,000)(1) 10,031,000
Deferred facility start-up costs 6,185,000 (6,185,000)(1)
Other non-current assets 3,156,000 (2,000,000)(1) 1,156,000
----------- ------------ -----------
$54,706,000 $(22,672,000) $32,034,000
=========== ============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Line of credit borrowings,
due on demand $ 9,073,000 $ (3,095,000)(1) $ 5,978,000
Accounts payable 6,564,000 6,564,000
Accrued liabilities 4,575,000 (2) 4,575,000
Defered revenue 753,000 753,000
Current portion of long-term
debt 20,123,000 - (2) 20,123,000
----------- ------------ -----------
Total current liabilities 41,088,000 (3,095,000) 37,993,000
Long-term debt 3,755,000 (656,000)(1) 3,099,000
Total shareholders' equity 9,863,000 (18,921,000)(1)(2) (9,058,000)
----------- ------------ -----------
$54,706,000 $(22,672,000) $32,034,000
=========== ============ ===========
</TABLE>
See accompanying notes to unaudited pro forma condensed consolidated financial
information.
<PAGE>
EXHIBIT 7(b)3
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR
THE YEAR ENDED DECEMBER 31, 1995.
<PAGE>
MICROELECTRONIC PACKAGING, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA PRO FORMA
(AUDITED) ADJUSTMENTS CONSOLIDATED
----------- ----------- ------------
<S> <C> <C> <C>
Net sales $57,996,000 $57,996,000
Cost of goods sold 46,410,000 46,410,000
----------- -----------
Gross profit 11,586,000 11,586,000
Selling, general and administrative 7,882,000 $ (164,000)(1) 7,718,000
Engineering and product development 2,152,000 2,152,000
Provision for revaluation of
subsidiary 1,000,000 (1,000,000)(1) -
----------- ------------ -----------
Income (loss) from operations 552,000 (1,164,000) 1,716,000
Other income (expense):
Foreign exchange gain (loss) (1,254,000) 22,000(1) (1,232,000)
Interest (expense), net (1,298,000) 175,000(1) (1,123,000)
Other income, net 614,000 - 614,000
----------- ------------ -----------
Income (loss) before
provision for income taxes (1,386,000) (1,361,000) (25,000)
Provision for income taxes - - -
----------- ------------ -----------
Net income (loss) $(1,386,000) $ (1,361,000) $ (25,000)
=========== ============ ===========
Net income (loss) per
common share $ (0.30) $ (0.01)
=========== ===========
Weighted average shares used
in per share calculation 4,660,000 4,660,000
=========== ===========
</TABLE>
See accompanying notes to unaudited pro forma condensed consolidated financial
information.
<PAGE>
EXHIBIT 7(b)4
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 1996.
<PAGE>
MICROELECTRONIC PACKAGING, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Historical Adjustments Consolidated
----------- ----------- ------------
<S> <C> <C> <C>
Net sales $45,532,000 $ (55,000) (1) $45,477,000
Cost of goods sold 37,788,000 (55,000) (1) 37,733,000
----------- ---------- -----------
Gross profit 7,744,000 - 7,744,000
Selling, general and
administrative 4,352,000 (23,000) (1) 4,329,000
Engineering and product
development 2,010,000 - 2,010,000
----------- ---------- -----------
Income (loss) from operations 1,382,000 (23,000) 1,359,000
Other income (expense):
Foreign exchange gain (loss) 380,000 380,000
Interest (expense), net (1,728,000) 550,000 (1) (1,178,000)
Other income, net 466,000 - 466,000
----------- ---------- -----------
Income (loss) before
provision for income taxes 500,000 (573,000) 1,073,000
Provision for income taxes 47,000 - 47,000
----------- ---------- -----------
Net income (loss) $ 453,000 $ (573,000) $ 1,026,000
=========== ========== ===========
Net income (loss) per
common share $ 0.08 $ 0.18
=========== ===========
Weighted average shares
used in per share calculation 5,622,000 5,622,000
=========== ===========
</TABLE>
See accompanying notes to unaudited pro forma condensed consolidated financial
information.
<PAGE>
EXHIBIT 7(b)5
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
INFORMATION.
<PAGE>
MICROELECTRONIC PACKAGING,INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
NOTE 1 - BASIS OF PRESENTATION
Reference is made to the "Introduction" on Page F-2.
NOTE 2 - PRO FORMA ADJUSTMENTS
The pro forma adjustments to the condensed consolidated financial information
are as follows:
(1) To reflect the write-down of the assets of MPM Singapore Pte. Ltd. ("MPM")
to their estimated net realizable value of $3,751,000; the application of the
estimated proceeds from the sale of those assets to reduce borrowings of MPM;
and the removal of the revenues, cost of sales, operating, and interest expenses
of MPM from the consolidated operations of the Company.
(2) The Company has signed a Memorandum of Understanding with a creditor which,
if consummated, would cause the conversion into equity in the Company of
$9,000,000 of long-term debt and $383,000 of accrued interest.
F-6
<PAGE>
EXHIBIT 10.85
PRESS RELEASE DATED MARCH 3, 1997
<PAGE>
Companies (MPIX) Page 1
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BUSINESS WIRE
NEW MICROELECTRONIC PACKAGING MANAGEMENT TEAM ANNOUNCES CHANGES
IN CORPORATE STRUCTURE
Monday, March 03, 1997 8:11:00 AM EST
- -------------------------------------
SAN DIEGO--(BUSINESS WIRE)--March 3, 1997--Microelectronic Packaging,Inc. ("MPI"
or the "Company") (Nasdaq National Market: MPIX) today announced that as a
result of an intensive review of its opportunities and operations which was
conducted by its new management team, it is making the following changes in its
corporate structure.
Effective immediately, the company is liquidating its MPM Singapore Pte. Ltd.
subsidiary which had been the vehicle through which the company was
developing multi-layer packaging technology pursuant to a licensing agreement
with IBM. This course of action has been decided upon primarily as the result of
the combination of changing market conditions since the origination of the
licensing agreement and IBM's unwillingness to agree to changes in the agreement
required by these market changes.
Simultaneously, the company is continuing its previously announced restructuring
within another Singapore subsidiary, Microelectronic Packaging (S) Pte. Ltd.
(MPS), through which it conducts its pressed ceramic packaging activity. This
ongoing activity includes asset write-downs and a workforce reduction. It may
also involve placing that subsidiary under "Judicial Management" which gives the
company the ability to organize MPS's creditors under Singapore law. Should that
occur, MPI expects that this subsidiary will emerge from the Judicial Management
process within 90 to 180 days.
These actions along with other balance sheet changes will be reflected in an
approximate $30 million charge to 1996 operating results, which will result in a
significant loss for the full year. These actions will place the company and
several of its subsidiaries in default of its and its subsidiaries' debt and
other significant obligations, all of which may have a material adverse effect
on the company. However, the company is currently in negotiation with various
creditors, lenders, equity holders and others in these two off-shore
subsidiaries and in the company, which is the guarantor of most of the
obligations in these subsidiaries, and currently anticipates an acceptable
resolution. All possibilities for dealing with these parties are being pursued,
including a potential conversion of significant portions of the debt into the
company's equity. The company will end 1996 with a negative net worth which
might affect its National Market listing.
The company's board of directors is currently completing its comprehensive
business plan review and is evaluating the company's continuing business
operations and other opportunities relative to future growth plans.
Microelectronic Packaging, Inc. is a leading international semiconductor
packaging company with design services, manufacturing and sales capability to
support the device packaging and electronic systems interconnection requirements
of integrated circuit (IC) and electronic systems manufacturers. At its San
Diego, California headquarters and Singapore manufacturing facilities, the
company develops, manufactures, market and sells pressed ceramic packages and
multichip modules to customers in the IC, communications, automatic test
equipment and other electronics-related industries.
Any forward looking statements in this news release involve risks and
uncertainties. The company's actual results could differ materially from those
anticipated in any such forward looking statements as a result of many factors,
including those set forth in the company's quarterly report on Form 10-Q for the
quarter ended September 30, 1996, and the Form 10-K for the year ended December
31, 1995, both available from the chief financial officer of the company at 9350
Trade Place, San Diego, California 92126. The company's ability to successfully
restructure will depend in large part upon the cooperation of its various
creditors, lenders, equity holders and others. There can be no assurance that
such structure will be completed successfully.
(C) Business Wire. All rights reserved.
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