SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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):
August 23, 2000
EFTC CORPORATION
(Exact Name of Registrant as
Specified in Charter)
0-23332
(Commission File No.)
84-0854616
(IRS Employer
Identification No.)
Colorado
(State or Other Jurisdiction
of Incorporation)
9351 Grant Street, 6th Floor
Denver, Colorado 80229
(Address of Principal
Executive Offices)
(303) 451-8200
(Registrant's telephone
number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) The following summarizes the transactions by which Thayer-BLUM
Funding, L.L.C., a Delaware limited liability company ("Purchaser"), acquired
control of EFTC Corporation, a Colorado corporation ("EFTC" or "Registrant").
Purchaser was formed by affiliates of Thayer Capital Partners, based in
Washington, D.C. ("Thayer"), and BLUM Capital Partners, based in San Francisco,
California ("BLUM"). Thayer manages two private equity funds with more than $1.2
billion under management. Thayer focuses on buyouts and growth equity
investments in four primary industries: information technology and services,
electronics and outsourced manufacturing, travel and leisure services and
outsourced business services. BLUM is a private equity and strategic block
investment firm, which manages in excess of $3 billion in capital both
domestically and internationally. Purchaser acquired control of EFTC by
investing $90,500,000 in EFTC securities, which Purchaser reported as having
come from Purchaser's working capital.
On March 30, 2000, Purchaser and EFTC entered into a Securities
Purchase Agreement, (as amended on July 12, 2000, the "Purchase Agreement"),
pursuant to which, among other things, Purchaser invested $54,000,000 to
purchase EFTC's Senior Subordinated Exchangeable Notes (the "March Notes"). On
July 14, 2000, Purchaser invested an additional $14,000,000 to purchase EFTC's
Senior Subordinated Notes (the "July Notes").
Pursuant to the terms of the Purchase Agreement, a tender offer was
commenced on July 20, 2000 ("Tender Offer") for the purchase by Purchaser of up
to a maximum 5,625,000 shares of common stock of EFTC, par value $.01 per share
("Common Stock"), at a price of $4.00 per share. The Tender Offer closed on
August 22, 2000, and Purchaser accepted for purchase the maximum 5,625,000
shares of Common Stock on August 23, 2000.
On August 22, 2000, the shareholders of EFTC voted to approve (i) the
exchange of the March Notes for EFTC's Senior Subordinated Convertible Notes,
and (ii) the exchange of the July Notes for EFTC's Series B Convertible Stock.
On August 23, 2000 the March Notes were exchanged for EFTC's Senior Subordinated
Convertible Notes in aggregate principal amount of $57,284,850 (the "Convertible
Note"), and the July Notes were exchanged for 14,233.333 shares of EFTC's Series
B Convertible Preferred Stock. The Series B Convertible Preferred Stock is
entitled to vote with the Common Stock on an as converted basis (7,907,407 votes
as of August 23, 2000). As a result, as of August 23, 2000, Purchaser held
5,625,000 shares of Common Stock and 14,233.333 shares of Series B Convertible
Preferred Stock, which together entitle Purchaser to 13,532,407 votes
representing 57.7% of the total number of votes outstanding. Additionally, the
Convertible Note is convertible into 22,203,430 shares of Common Stock. If the
Convertible Note is converted, Purchaser will be entitled to a total of
35,735,837 votes, representing 78.3% of the total number of votes then
outstanding. Pursuant to the terms of the Purchase Agreement, Purchaser also has
the right to designate a majority of the members of EFTC's Board of Directors.
Effective August 23, 2000, EFTC's Board of Directors appointed as Class II
directors Jose S. Medeiros and Douglas P. McCormick, who were designated to
serve as such by Purchaser. Purchaser had previously designated Jeffrey W.
Goettman and John C. Walker to serve as Class III directors; Messrs. Goettman
and Walker were so elected on March 30, 2000.
(b) There are no other arrangements known to the Registrant, the
operation of which may at a subsequent date result in a change in control of the
Registrant.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(a) - (b) Not applicable.
(c) Exhibits.
Exhibit 2.1 Securities Purchase Agreement, dated as of March 30, 2000
and as amended on July 12, 2000, by and between EFTC and
Purchaser (incorporated by reference to Appendix II to EFTC's
Proxy Statement on Schedule 14A filed with the Commission on
July 19, 2000).
Exhibit 2.2 Senior Subordinated Exchangeable Note, dated March 30, 2000
(incorporated by reference to Exhibit 4.3 to EFTC's Form 10-K
for the year ended December 31, 1999).
Exhibit 2.3 Allonge to Exchangeable Note, dated July 14, 2000
(incorporated by reference to Exhibit 5.2 to EFTC's
Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the Commission on July 19, 2000).
Exhibit 2.4 Senior Subordinated Exchangeable Note, dated July 14, 2000
(incorporated by reference to Exhibit 4.2 to EFTC's
Quarterly Report on Form 10-Q filed with the Commission on
August 14, 2000).
Exhibit 2.5 Form of Convertible Note (attached as Exhibit A to Exhibit
2.3).
Exhibit 2.6 Form of Articles of Amendment to the Articles ofIncorporation
of EFTC setting forth the terms of EFTC's Series B Convertible
Preferred Stock (incorporated by reference to Exhibit 4.4 to
EFTC's Quarterly Report on Form 10-Q filed with the Commission
on August 14, 2000).
<PAGE>
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.
Date: September 6, 2000
EFTC CORPORATION
By: /s/ James A. Doran
Name: James A. Doran
Title: Treasurer
