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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 6, 2000
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Date of report (Date of earliest event reported)
ACT Manufacturing, Inc.
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(Exact name of Registrant as specified in its charter)
Massachusetts 0-25560 04-2777507
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
2 Cabot Road
Hudson, Massachusetts 01749
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(Address of Principal Executive Offices)
(978) 567-4000
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Registrant's telephone number, including area code
Exhibit Index Located on Page 4
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ITEM 5. OTHER EVENTS.
On April 6, 2000, ACT Manufacturing, Inc. (the "Company") announced that it
intends, subject to market and other conditions, to raise approximately $100.0
million ($110.0 million, if the option granted to the initial purchasers is
exercised in full) through an offering of convertible subordinated notes to
qualified institutional buyers.
The Company's press release announcing the offering is filed as Exhibit
99.1 to this report and incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following financial statements and exhibits are filed as part of this
report, where indicated:
(a) Financial statements of the business acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated April 6, 2000.
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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 hereunto duly authorized.
ACT Manufacturing, Inc.
Date: April 6, 2000 By: /s/ Jeffrey B. Lavin
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Jeffrey B. Lavin
Vice President of Finance,
Chief Financial Officer, Treasurer
and Clerk
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated April 6, 2000.
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EXHIBIT 99.1
Contact: Jeffrey B. Lavin
Vice President of Finance and
Chief Financial Officer
(978) 567-4089
John A. Pino
Chairman of the
Board, President and
Chief Executive Officer
(978) 567-4101
ACT MANUFACTURING, INC. ANNOUNCES OFFERING
OF CONVERTIBLE SUBORDINATED NOTES
HUDSON, MA. - APRIL 6, 2000 - ACT Manufacturing, Inc. (Nasdaq:ACTM) today
announced that it intends, subject to market and other conditions, to raise
approximately $100.0 million ($110.0 million, if the option granted to the
initial purchasers is exercised in full) through an offering of convertible
subordinated notes to qualified institutional buyers.
The Company stated that it intends to use the net proceeds of the offering for
the proposed acquisition of the issued shares and outstanding options of GSS
Array Technology Public Company Limited (GSS Thailand) and other general
corporate purposes, including other potential acquisitions.
This news release does not constitute an offer to sell or the solicitation of an
offer to buy the securities. Any offers of the securities will be made only by
means of a private offering memorandum. The securities to be offered will not
be registered under the Securities Act of 1933 or applicable state securities
laws, and may not be offered or sold in the United States absent registration
under the Securities Act and applicable state securities laws or available
exemption from such registration requirements.
ACT Manufacturing, Inc., headquartered in Hudson, Massachusetts, provides value-
added electronic manufacturing services for original equipment manufacturers in
the networking and telecommunications, computer, and industrial and medical
equipment markets. The Company provides OEMs with complex printed circuit board
assembly primarily utilizing advanced surface mount technology, mechanical and
molded cable and harness assembly, electromechanical subassembly, and total
system assembly and integration. The Company has operations in California,
Georgia, Massachusetts, Mississippi, Mexico and Ireland.
Forward-looking statements in this release are made pursuant to the safe harbor
provisions of Section 21E of the Securities Exchange Act of 1934. Investors are
cautioned that statements in this press release which are not strictly
historical statements, including, without limitation, statements regarding the
offering, the use of the proceeds from the offering, the proposed acquisition of
GSS Thailand, the anticipated benefits of the GSS Thailand acquisition, current
or future financial performance, management's plans and objectives for future
operations and management's assessment of market factors, as well as statements
regarding the strategy and plans of the Company, constitute forward-looking
statements which involve risks and uncertainties. These risks include, without
limitation, the Company's ability to complete the offering and the acquisition
of GSS Thailand; the effectiveness of managing manufacturing processes;
financial results and shareholder value; the Company's dependence on major
customers; increased competition and its effects on pricing, revenues and gross
margins, and the customer base; future customer demand; the Company's ability to
timely complete, configure and ship products; the Company's increased
international operations; and changes, reductions, delays or cancellations of
customer orders. In addition, the Company's business and results of operations
are subject to numerous additional risks and uncertainties, including the short-
term nature of customer orders, customers' announcements and introduction of new
products or new generations of products, evolutions in the life cycles of
customers' products, inventory obsolescence, currency exchange rate movements,
trends in the electronics industry and changes or anticipated changes in market
and economic conditions. For a more detailed discussion of the risks and
uncertainties of the Company's business, please refer to the Company's periodic
reports and registration statements filed with the Securities and Exchange
Commission, including the Company's Annual Report on Form 10-K for the period
ended December 31, 1999.
