<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): July 10, 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
- ------------------------------------------------------------------------------
(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 July 10, 1997, The Development Bank of Singapore Limited, one of the
Company's and its subsidiaries largest creditors ("DBS"), appointed a Receiver
and Manager to liquidate the assets of Microelectronic Packaging (S) Pte. Ltd.
("MPS"), which is a wholly owned subsidiary of Microelectronic Packaging, Inc.
(the "Company" or "MPI"). DBS exercised its option to appoint a receiver under
the terms of a Deed of Debenture dated November 27, 1984 (as amended) between
DBS and MPS.
On July 11, 1997, the Receiver, with the approval of the Company, sold
substantially all of MPS's inventory for $995,000 to Micropac Technology Pte.
Ltd. ("Micropac"). The specialized business of MPS and the inability of
Receivers and Managers to provide certification of conformance, reliability and
warranty led MPS management to conclude that the market value of MPS' inventory
to any other party is minimal, and that the offer of $995,000 was very
reasonable. Micropac is a newly-formed business unit of Innoventure (S) Pte.
Ltd. ("Innoventure"), an Indonesian company. Innoventure has partially
manufactured the ceramic packages sold by MPS and is not affiliated with MPI or
its subsidiaries or any officer or director thereof. MPI and Micropac are
negotiating a profit sharing or similar agreement in consideration for MPI's
assisting Micropac in establishing client/customer relationships and providing
technical assistance and training. The Company anticipates that the receiver
will complete the liquidation of MPS within the next several months. The Company
currently expects that DBS will be fully repaid by this process, thus, avoiding
the potential of DBS calling on MPI's guarantee of MPS's obligations to DBS.
There can be no assurance that such debt will be fully paid.
MPS has approximately $9,700,000 of customer loans which have been
guaranteed by MPI and are not expected to be extinguished through the
liquidation of MPS. As a result, these loans have been transferred to MPI and
are included in the "Pro Forma Consolidated" figures of the March 31, 1997
balance sheet.
As of July 10, 1997, all of MPS's employees were terminated. A
substantial portion of these employees were immediately hired by Micropac.
Item 7. Financial Statements and Exhibits
(b) Index to Pro Forma Financial Information:
<TABLE>
<CAPTION>
Page No. Description
-------- -----------
<C> <S>
4 Introduction to Unaudited Pro Forma Condensed Consolidated
Financial Information
5 Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of March 31, 1997
6 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Year Ended December 31, 1996
7 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Three Months Ended March 31, 1997
8 Notes to Unaudited Pro Forma Condensed Consolidated Financial
Information
</TABLE>
2
<PAGE>
Item 7. Financial Statements and Exhibits (continued)
(c) Exhibits The following documents are filed as exhibits to this
report.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
10.94 Letter dated July 10, 1997 -- Appointment of Receivers
and Managers
10.95 Letter dated July 8, 1997 -- Acquisition of Inventory of
Microelectronic Packaging (S) Pte Ltd
10.96 Letter dated July 10, 1997 - Acceptance of Acquisition of
Inventory of Microelectronic Packaging (S) Pte Ltd
10.97 Press Release Dated July 10, 1997
</TABLE>
3
<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 MPS, which was engaged in the
development of pressed ceramic packaging, and should be read in conjunction with
the historical financial statements of MPI contained in its Annual Report on
Form 10-K for the year ended December 31, 1996 and its Quarterly Report on Form
10-Q for the quarter ended March 31, 1997.
The accompanying Unaudited Pro Forma Condensed Consolidated Balance Sheet
adjusts the historical condensed consolidated balance sheet of MPI at March 31,
1997, 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, 1996 adjusts the results of
operations of MPI for the year ended December 31, 1996 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 three months ended
March 31, 1997 adjusts the results of operations of MPI for the three months
ended March 31, 1997 assuming a continuation of the Unaudited Pro Forma
Condensed Statement of Operations for the year ended December 31, 1996.
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
MPS had been effected on the date or dates indicated or which may be obtained in
the future.
4
<PAGE>
MICROELECTRONIC PACKAGING, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1997
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Historical Adjustments Consolidated
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash $ 2,949,000 $ (312,000)(1) $ 2,637,000
Accounts receivable, net 4,732,000 (3,014,000)(1) 1,718,000
Inventories 13,560,000 (3,335,000)(1) 10,225,000
Other current assets 879,000 (651,000)(1) 228,000
- -------------------------------------------------------------------------------------------------
Total current assets 22,120,000 (7,312,000)(1) 14,808,000
Property, plant and equipment, net 3,264,000 (2,675,000)(1) 589,000
Other non-current assets 874,000 (509,000)(1) 365,000
- -------------------------------------------------------------------------------------------------
$ 26,258,000 $(10,496,000) $ 15,762,000
=================================================================================================
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Line of credit borrowings, due on demand $ 2,891,000 $ (2,809,000)(1) $ 82,000
Debt in default, due on demand 7,931,000 (1,731,000)(1) 6,200,000
Current portion of long-term debt 875,000 (108,000)(1) 767,000
Accounts payable 17,255,000 (3,342,000)(1) 13,913,000
Accrued liabilities 2,168,000 (889,000)(1) 1,279,000
Deferred revenue 451,000 -- 451,000
Current liabilities of
discontinued operations, net 20,429,000 -- 20,429,000
- -------------------------------------------------------------------------------------------------
Total current liabilities 52,000,000 (8,879,000) 43,121,000
Long-term debt, less current portion 4,390,000 (133,000)(1) 4,257,000
Total shareholders' deficit (30,132,000) (1,484,000)(1) (31,616,000)
- -------------------------------------------------------------------------------------------------
$ 26,258,000 $(10,496,000) $ 15,762,000
=================================================================================================
</TABLE>
See accompanying notes to unaudited pro forma condensed consolidated financial
information.
5
<PAGE>
MICROELECTRONIC PACKAGING, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Historical Pro Forma Pro Forma
(Audited) Adjustments Consolidated
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 55,988,000 $(33,567,000)(1) $ 22,421,000
Cost of goods sold 48,778,000 (29,492,000)(1) 19,286,000
- --------------------------------------------------------------------------------------------------
Gross profit 7,210,000 (4,075,000) 3,135,000
Selling, general and administrative 8,260,000 (4,452,000)(1) 3,808,000
Impairment of long-lived assets 6,163,000 (6,163,000)(1) --
Engineering and product development 2,717,000 (2,051,000)(1) 666,000
- --------------------------------------------------------------------------------------------------
Income (loss) from operations (9,930,000) 8,591,000 (1,339,000)
Other income (expense):
Interest (expense), net (2,032,000) 628,000 (1) (1,404,000)
Foreign exchange gain (loss) 292,000 (298,000)(1) (6,000)
Other income, net 369,000 (270,000)(1) 99,000
- --------------------------------------------------------------------------------------------------
Income (loss) from continuing operations (11,301,000) 8,651,000 (2,650,000)
Discontinued operations:
Loss from operations (1,196,000) -- (1,196,000)
Estimated loss on disposal of multilayer
ceramics operations, including
provision of $1,580,000 for operating
losses through disposal date (29,345,000) -- (29,345,000)
- --------------------------------------------------------------------------------------------------
Net loss $(41,842,000) $ 8,651,000 $(33,191,000)
==================================================================================================
Weighted average number of shares
outstanding 5,445,000 5,445,000 5,445,000
==================================================================================================
Net loss per common share:
Loss from continuing operations $ (2.07) $ 1.58 $ (0.49)
Discontinued operations (5.61) -- (5.61)
==================================================================================================
Net loss per share $ (7.68) $ 1.58 $ (6.10)
==================================================================================================
</TABLE>
See accompanying notes to unaudited pro forma condensed consolidated financial
information.
6
<PAGE>
MICROELECTRONIC PACKAGING, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1997
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Historical Adjustments Consolidated
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $13,894,000 $(5,435,000)(1) $8,459,000
Cost of goods sold 13,177,000 (5,652,000)(1) 7,525,000
- ---------------------------------------------------------------------------------------------
Gross profit 717,000 217,000 934,000
Selling, general and administrative 1,718,000 (429,000)(1) 1,289,000
Engineering and product development 339,000 (231,000)(1) 108,000
--------------------------------------------------------------------------------------------
Income (loss) from operations (1,340,000) 877,000 (463,000)
Other income (expense):
Foreign exchange gain 303,000 (297,000)(1) 6,000
Interest (expense), net (390,000) 141,000 (1) (249,000)
Other income, net 208,000 (40,000)(1) 168,000
- ---------------------------------------------------------------------------------------------
Net income (loss) $ (1,219,000) $ 681,000 $ (538,000)
=============================================================================================
Weighted average shares used in per share
calculation 9,040,000 9,040,000 9,040,000
===========================================================================================
Net income (loss) per share $ (0.13) $ 0.07 $ (0.06)
===========================================================================================
</TABLE>
See accompanying notes to unaudited pro forma condensed consolidated financial
information.
7
<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 4.
NOTE 2 - PRO FORMA ADJUSTMENTS
The pro forma adjustments to the condensed consolidated financial information
are as follows:
(1) To reflect the following: (a) the application of the estimated proceeds
from the sale of MPS's assets of $9,000,000 to reduce borrowings of MPS;
(b) the retention of debt obligations of MPS which were previously
guaranteed by MPI; (c) the elimination of unsecured liabilities; and (d)
the removal of the revenues, cost of sales, operating and applicable
interest expenses of MPS from the consolidated operations of the
Company.
8
<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)
July 18, 1997 By: /s/ DENIS J. TRAFECANTY
----------------------------------
Name: Denis J. Trafecanty
Title: Senior Vice President and
Chief Financial Officer
9
<PAGE>
MICROELECTRONIC PACKAGING, INC.
EXHIBIT INDEX
TO FORM 8-K
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
10.94 Letter dated July 10, 1997 -- Appointment of Receivers and
Managers
10.95 Letter dated July 8, 1997 -- Acquisition of Inventory of
Microelectronic Packaging (S) Pte Ltd
10.96 Letter dated July 10, 1997 - Acceptance of Acquisition of
Inventory of Microelectronic Packaging (S) Pte Ltd
10.97 Press Release Dated July 10, 1997
</TABLE>
10
<PAGE>
EXHIBIT 10.94
KPMG PEAT MARWICK
Certified public Accountants
Office address Mail address Telephone (65) 2707411
16 Raffles Quay #22-00 P.O. Box 448 Telefax (65) 2250984
Hong Leong Building Robinson Road
Singapore 048581 Singapore 900848
Microelectronic Packaging (S) Pte Ltd Our Ref MNNBC/BY/GCG
1003 Bukit Merah Central #04-01
Singapore 159836 Contact Mr Bob Yap
DID 3210678
ATTENTION: MR PAK JEE FOOK
DIRECTOR
10 July 1997
Dear Sirs
MICROELECTRONIC PACKAGING (S) PTE LTD
APPOINTMENT OF RECEIVERS AND MANAGERS
In accordance with the provisions of Section 223 of the Companies Act. Cap. 50,
I hereby notify you that I have been appointed as Receivers and Managers of your
company in accordance with the provisions of the Deed of Debenture dated 27
November 1984 as varied by Supplementary Deed 24 April 1985 and a further Deed
of Debenture dated 10 June 1986 as varied by 8 Supplementary Deeds dated
16-7-87, 20-2-89, 24-8-90, 4-6-92, 30-10-93, 11-1-94, 1-12-94 and 21-8-96
entered into between your company and The Development Bank of Singapore Limited.
I would like to draw your attention to the provisions of Section 222(1) of the
Act and request that you must comply with the provisions as set out in that
sub-section. For the purpose of your reference, the provisions of that
sub-section are quoted as follows:-
" Where a Receiver or Manager of the property of a corporation has been
appointed, every invoice order for goods or business letter issued by or
on behalf of the corporation or the Receiver or Manager or the Liquidator
of the corporation, being a document on or in which the name of the
corporation appears, shall contain a statement immediately following the
name of the corporation that a Receiver or Manager has been appointed."
In accordance with the provisions of Section 223(1)(b), you are required to make
out and submit to us a Statement of Affairs in the prescribed form, showing
details of the company's assets and liabilities, within fourteen days.
This Statement should be prepared in accordance with the provisions of Section
224 of the Act. If you are unable to comply with the timetable or require
assistance, please advise me accordingly.
<PAGE>
KPMG Peat Marwick
Page 2
Your authority to deal with the company's assets or liabilities now cease unless
otherwise instructed by me.
I may require your assistance in regard to realising the assets and other
company matters and I am sure I can rely on your co-operation.
Yours faithfully Received by me:
/s/ MICHAEL NG
Michael Ng
Partner -----------------
cc The company Secretary
<PAGE>
EXHIBIT 10.95
MICROPAC TECHNOLOGY PTE LTD
NO. 133 NEW BRIDGE ROAD
#17-08 CHINATOWN POINT
SINGAPORE 059413
Telephone: 530 7049 Facsimile: 532 7050
- --------------------------------------------------------------------------------
8 July 1997
Microelectronic Packaging (S) Pte Ltd
Block 1003 Bukit Merah Central
#07-07 Singapore 159836
Attention: Mr Pak Jee Fook
BY FAX & BY HAND
(Fax No. 272 1150)
Dear Sirs
ACQUISITION OF INVENTORY OF
MICROELECTRONIC PACKAGING (S) PTE LTD ("MPS")
As discussed, our offer to acquire all of the finished goods, raw materials &
work-in-progress and consumables (collectively known as "the Inventory") of MPS
is as follows:-
<TABLE>
<CAPTION>
Book Value % of Book Our Offer
(US$'000) Value (US$'000)
<S> <C> <C> <C>
Finished goods* 640 100 640
Raw materials & 1,100 25 275
work-in-progress*
Consumables 800 10 80
-------
Total 995
-------
</TABLE>
* Based on the specified percentage on the book value (excluding slow and
obsolete items) of the Inventory.
Our offer is based on the percentage of book values as specified above and is
subject to due diligence being carried out on the quantity as well as book value
of the Inventory. Our offer is irrevocable up to 5 pm on 10 July 1997. As
downpayment of the offer, we will pay by way of cashiers' order for US$400,000
made payable to Messrs Rodyk & Davidson as stakeholders by 9 July 1997. Upon the
sale and purchase agreement for the acquisition being executed by all parties
concerned, Messrs Rodyk & Davidson is irrevocably instructed to forward the said
sum to MPS. The said sum would then be counted towards consideration for the
total purchase consideration.
<PAGE>
Microelectronic Packaging (S) Pte Ltd
8 July 1997
Page 2
In addition to the above, we are offering to lease certain of MPS' plant &
equipment for S$2,500 per month for a period of three months with a minimum
notice period of termination of one month at the end of the third month.
During the course of the lease, we will reimburse MPS all incidental expenses
such as utilities, rent and related charges directly arising from the lease
during the course of our lease of the plant and equipment.
Regarding our trading terms with MPS' customers, we undertake to endeavour to
maintain the same trading terms as MPS', as far as prevailing market and
business conditions would allow subject to disclosure of particulars of
customers and the trading terms concerned.
Yours faithfully
for and on behalf of
Micropac Technology Pte Ltd
cc: Mr. Lok Vi Meng
Messrs Rodyk & Davidson (Fax No. 225 1838)
Mr Tan Ting Yong
DBS Bank (Fax No. 227 9183)
<PAGE>
EXHIBIT 10.96
Microelectronic Packaging, Inc.
9350 Trade Place, San Diego, California
92126
Phone: (619) 530-1660 Fax: (619) 530-1661
July 10, 1997
Mr. Tan Ting Yong
DBS Bank
6 Shenton Way
DBS Building Tower One
Singapore 068809
RE: ACQUISITION OF INVENTORY OF
MICROELECTRONIC PAC (S) PTE LTD ("MPS")
Dear Ting Yong:
We are in receipt of a copy of the letter of offer dated 8th July 1997 from
Micropac Technology Pte Ltd offering to purchase the finished goods, raw
materials, work-in progress and consumables ("the inventory") for a total
consideration of US$995,000 as set out in the said letter of offer.
This is to confirm that we have no objections to the sale of the inventory to
Micropac Technology Pte Ltd on the terms set out in their letter of offer.
Most sincerely,
/s/ ALFRED JAY MORAN, JR.
- -------------------------
Alfred Jay Moran, Jr.
President and Chief Executive Officer
AJM:mb
<PAGE>
EXHIBIT 10.97
NEW MICROELECTRONIC PACKAGING MANAGEMENT TEAM
ANNOUNCES CHANGES IN CORPORATE STRUCTURE
San Diego, California - July 10, 1997 - Microelectronic Packaging, Inc.
("MPI" or the "Company") (Nasdaq Bulletin Board: MPIX) today announced,
effective immediately, the Company is liquidating its MPS Singapore Pte. Ltd.
("MPS") subsidiary that had been manufacturing EPROM, CERDIP and other packages.
This course of action has been taken primarily as the result of the combination
of a sharp decline in EPROM and CERDIP market demand, resulting losses at MPS,
MPI's desire to further decrease its debt obligations and the continuing effects
of the March 3, 1997 closure of MPM Singapore Pte. Ltd., another MPI subsidiary.
KPMG Peat Marwick in Singapore was appointed Receiver and Manager of MPS
on July 10, 1997 by the Development Bank of Singapore ("DBS"), MPS's largest
creditor. MPI developed and supported the restructure plan. Most of the assets
of MPS are being purchased by Micropac Technology Pte. Ltd. ("Micropac")
directly from the Receiver and Manager. Restructured MPS operations will
continue under Micropac with minimal anticipated disruption to MPS's customers,
operations or employees. Micropac is a newly-formed business unit of Innoventure
(S) Pte. Ltd., an Indonesian company, which has partially manufactured the
ceramic packages sold by MPS. MPI and Micropac are negotiating a profit sharing
agreement in consideration for MPI's assisting Micropac in establishing
client/customer linkages and providing technical assistance and training.
The financial effect of the liquidation of MPS is anticipated to result
in a reduction in the Company's indebtedness of approximately $9 million through
the sale of certain assets to Micropac and the liquidation of the remaining
assets of MPS by the Receiver and Manager. The Company currently expects that
DBS will be fully repaid by this process, thus, avoiding the potential of DBS
calling on MPI to guarantee MPS's obligations to DBS. There can be no assurance
that such debt will be fully paid. All of the employees of MPS have been
terminated and it is anticipated that most will be hired by Micropac.
<PAGE>
MPI's Board of Directors is currently completing the Microelectronic
Packaging America business plan and continues to evaluate the Company's
multichip business operations and other opportunities relative to future growth
plans. The multichip module demand by the ATE division of Schlumberger
continues, and increased deliveries are anticipated as chips purchased from
Schlumberger are increasingly available.
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 manufacturing facility, the company develops,
manufactures, markets and sells multichip modules to customers in the IC,
communications, automatic test equipment and other electronics-related
industries.
- ------------
Any forward looking statements in this news release involves 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 March 31, 1997, and the Form 10-K for the year ended December 31,
1996, both available from the chief financial officer of the company at 9350
Trade Place, San Diego, California 92126. # # #
