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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO FORM 8-K FILED ON AUGUST 9, 2000
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 2, 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)
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<S> <C> <C>
Massachusetts 0-25560 04-2777507
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
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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 5
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This Current Report on Form 8-K/A is filed by ACT Manufacturing, Inc., a
Massachusetts corporation, as an amendment to that certain Current Report on
Form 8-K dated August 9, 2000 to include the information required by Item 7.
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.
The following audited financial statements of GSS Array Technology
Public Company Limited ("GSS Array") are included as Exhibit 99.2 to this
Current Report on Form 8-K and are incorporated herein by this reference:
Report of the Independent Auditors
Consolidated Balance Sheets as of November 24, 1999 and 1998
Consolidated Statements of Operations for the years ended
November 24, 1999 and 1998
Consolidated Statements of Changes in Shareholders' Equity for
the years ended November 24, 1999 and 1998
Consolidated Statements of Retained Earnings for the years ended
November 24, 1999 and 1998
Consolidated Statements of Cash Flows for the years ended
November 24, 1999 and 1998
Notes to the Consolidated Financial Statements
The following audited financial statements of GSS Array are
included as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated
herein by this reference:
Report of the Independent Auditors
Consolidated Statement of Income and Retained Earnings for the
year ended November 24, 1997
Consolidated Statement of Cash Flows for the year ended November
24, 1997
Notes to the Consolidated Financial Statements
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The following unaudited interim financial statements of GSS Array are
included as Exhibit 99.4 to this Current Report on Form 8-K and are incorporated
herein by this reference:
Consolidated Balance Sheet as at May 24, 2000
Consolidated Statements of Operations for the six-month periods
ended May 24, 2000 and 1999
Consolidated Statements of Changes in Shareholders' Equity for
the six-month periods ended May 24, 2000 and 1999
Consolidated Statements of Retained Earnings for the six-month
periods ended May 24, 2000 and 1999
Consolidated Statements of Cash Flows for the six-month periods
ended May 24, 2000 and 1999
Notes to the Consolidated Interim Financial Statements for the
six-month periods ended May 24, 2000 and 1999
(b) Pro forma financial information.
The following unaudited pro forma financial information of ACT
Manufacturing, Inc. and GSS Array is included as Exhibit 99.5 to this Current
Report on Form 8-K and is incorporated herein by this reference:
Unaudited Pro Forma Condensed Combined Balance Sheet as of
June 30, 2000
Unaudited Pro Forma Condensed Combined Statement of Operations
for the six months ended June 30, 2000
Unaudited Pro Forma Condensed Combined Statement of Operations
for the year ended December 31, 1999
Notes to the Unaudited Pro Forma Condensed Combined Financial
Statements
(c) Exhibits.
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Exhibit No. Description
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The Exhibits that are filed with this Current Report on Form 8-K are set forth
in the Exhibit Index to this Current Report on Form 8-K.
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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: August 17, 2000 By: /s/ Jeffrey B. Lavin
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Jeffrey B. Lavin
Vice President of Finance,
Chief Financial Officer
and Clerk
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EXHIBIT INDEX
Exhibit No. Description
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23.1 Independent Auditors' Consent
99.2 The following audited financial statements of GSS Array:
Report of the Independent Auditors
Consolidated Balance Sheets as of November 24, 1999 and 1998
Consolidated Statements of Operations for the years ended
November 24, 1999 and 1998
Consolidated Statements of Changes in Shareholders' Equity for
the years ended November 24, 1999 and 1998
Consolidated Statements of Retained Earnings for the years ended
November 24, 1999 and 1998
Consolidated Statements of Cash Flows for the years ended
November 24, 1999 and 1998
Notes to the Consolidated Financial Statements
99.3 The following audited financial statements of GSS Array:
Report of the Independent Auditors
Consolidated Statement of Income and Retained Earnings for the
year ended November 24, 1997
Consolidated Statement of Cash Flows for the year ended November
24, 1997
Notes to the Consolidated Financial Statements
99.4 The following unaudited interim financial statements of GSS
Array:
Consolidated Balance Sheet as at May 24, 2000
Consolidated Statements of Operations for the six-month periods
ended May 24, 2000 and 1999
Consolidated Statements of Changes in Shareholders' Equity for
the six-month periods ended May 24, 2000 and 1999
Consolidated Statements of Retained Earnings for the six-month
periods ended May 24, 2000 and 1999
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Consolidated Statements of Cash Flows for the six-month periods
ended May 24, 2000 and 1999
Notes to the Consolidated Interim Financial Statements for the
six-month periods ended May 24, 2000 and 1999
99.5 The following unaudited pro forma financial information of ACT
Manufacturing, Inc. and GSS Array:
Unaudited Pro Forma Condensed Combined Balance Sheet as of June
30, 2000
Unaudited Pro Forma Condensed Combined Statement of Operations
for the six months ended June 30, 2000
Unaudited Pro Forma Condensed Combined Statement of Operations
for the year ended December 31, 1999
Notes to the Unaudited Pro Forma Condensed Combined Financial
Statements
