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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 22, 1999
EFTC Corporation
(Exact name of registrant as specified in its charter)
Colorado 0-23332 84-0854616
(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
9351 Grant Street
Denver, Colorado 80229
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 451-8200
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Item 5. Other Events.
Rights. On January 22, 1999, the Board of Directors of EFTC Corporation
(the "Company"), declared a dividend distribution of one preferred stock
purchase right (a "Right") for each outstanding share of the Company's Common
Stock to stockholders of record at the close of business on February 25, 1999
(the "Record Date"). Each Right entitles the registered holder to purchase from
the Company a unit consisting of one one-thousandth of a share (a "Unit") of
Series A Junior Participating Preferred Stock, par value $.01 per share (the
"Preferred Stock"), at a Purchase Price of $35.00 per Unit, subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and American Securities
Transfer & Trust, Inc., as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. In general, the Rights will separate from the Common Stock and a
"Distribution Date" will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated persons,
subject to certain exceptions (an "Acquiring Person"), has acquired, or obtained
the right to acquire, beneficial ownership of 15% or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days
following the commencement of a tender offer or exchange offer that would result
in such a person or group beneficially owning 15% or more of such outstanding
shares of Common Stock. Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and only
with such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights Agreement
by reference and (iii) the surrender for transfer of any certificates for Common
Stock will also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on February 25, 2009, unless extended by the
Board of Directors or earlier redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Shares of Common Stock issued
after the Distribution Date will be issued with Rights only upon exercise or
conversion of securities issued prior thereto unless the Board of Directors
determines otherwise.
If, at any time after the Distribution Date, any person becomes an
Acquiring Person each holder of a Right will thereafter have the right to
receive, upon exercise, Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Right. Notwithstanding any of the foregoing, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable in any event until such time as the
Rights are no longer redeemable by the Company as set forth below.
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For example, at an exercise price of $35.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the immediately preceding paragraph would entitle its holder to
purchase $70.00 worth of Common Stock (or other consideration, as noted above)
for $35.00. Assuming that the Common Stock had a per share value of $17.50 at
such time, the holder of each valid Right would be entitled to purchase four
shares of Common Stock for $35.00.
If at any time following the Stock Acquisition Date (i) the Company is
acquired in a merger or other business combination transaction in which the
Common Stock is changed or exchanged or in which the Company is not the
surviving corporation, or (ii) 50% or more of the Company's assets or earning
power is sold or transferred, each holder of a Right (except those Rights owned
by an Acquiring Person and voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right. The events set forth
in this paragraph and in the second preceding paragraph are referred to as the
"Triggering Events."
The Purchase Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by the Acquiring Person of 50% or more of the
outstanding Common Stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by the Acquiring Person, which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock
per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per
Right. Immediately upon the action of the Board of Directors ordering redemption
of the Rights or at such other time as may be specified by the Board when it
orders redemption, with, where required, the concurrence of the Continuing
Directors, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.001 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may,
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depending upon the circumstances, recognize taxable income if the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the Rights Agreement may be amended by the Board in order to
cure any ambiguity, to make changes that do not adversely affect the basic
economic terms of the Rights, or to shorten or lengthen any time period under
the Rights Agreement; provided, however, that no amendment to adjust the time
period governing redemption shall be made at a time when the Rights are not
redeemable.
Preferred Stock. The Preferred Stock will have a liquidation preference
of $.10 per thousandth of a share. Dividends on the Preferred Stock will be
payable quarterly in an amount for each one-thousandth of a share of Preferred
Stock equal to the greater of $.001 or the amount per share of any dividend paid
on the Company's Common Stock for such quarter. Unpaid dividends will cumulate.
The Preferred Stock will not be redeemable. Each one-thousandth share of
Preferred Stock will have the same voting rights as one share of Common Stock.
Pursuant to the Rights Agreement, the purchase price payable, and the
number of Units of Preferred Stock or other securities or property issuable,
upon the exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of the Preferred Stock, (ii) if holders of the
Preferred Stock are granted certain rights or warrants to subscribe for
Preferred Stock or convertible securities at less than the current market price
of the Preferred Stock, or (iii) upon the distribution to the holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends), assets or subscription rights or warrants (other than
those referred to above).
The Preferred Stock may be issued in fractional shares in integral
multiples of one thousandth of a share. No fractional Units will be issued upon
any exercise of Rights, and in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Stock on the then-current market
price of such shares.
Rights Agreement. The terms of the Rights are set forth in the Rights
Agreement. The form of Rights Agreement, which includes, as Exhibit A, the form
of Certificate of Designations of the Preferred Stock and, as Exhibit B, the
form of Rights Certificate, is included as Exhibit 1 to this Current Report on
Form 8-K and is incorporated herein by reference. The foregoing description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement.
Item 7. Financial Statements and Exhibits.
Exhibit 1. Rights Agreement dated as of February 25, 1999 between the
Company and American Securities Transfer & Trust, Inc., as
Rights Agent. (incorporated by reference from the Company's
Registration Statement on Form 8-A dated February 25, 1999).
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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, thereto duly authorized.
EFTC CORPORATION
By: /s/ Jack Calderon
Jack Calderon
President and Chief Executive Officer
Date: February 25, 1999
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