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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTION, 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
Date of Report (Date of earliest event reported)
September 26, 2000
MANUFACTURERS' SERVICES LIMITED
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(Exact name of registrant as specified in charter)
DELAWARE 001-15883 04-3258036
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 BAKER AVENUE, CONCORD, MA 01742
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (978) 287-5630
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 2: ACQUISITION OF ASSETS
On September 26, 2000, Manufacturers' Services, Ltd. (the "Company")
signed and announced a definitive agreement with 3Com Corporation ("3Com") to
purchase the manufacturing operations of 3Com's Mt. Prospect, IL facility. The
assets acquired in the transaction include inventory, machinery and equipment,
and certain intangible assets used in the production of 3Com's networking and
communications products.
In connection with the asset purchase, the Company and 3Com entered
into a 2-year supply agreement. Under the supply agreement, the Company will
provide manufacturing, distribution and repair services for the products
previously manufactured by 3Com in the Mt. Prospect facility. The Company
will lease approximately 400,000 square feet of the Mt. Prospect facility
from 3Com to provide these services.
Under the terms of the agreement, the Company paid $59.2 million in
cash, issued 1,551,220 shares of Company stock to 3Com, and assumed certain 3Com
liabilities. To finance the cash portion of the transaction, the Company amended
its bank credit facility to increase term loan borrowings by $85.0 million.
The borrowings in excess of cash paid will be used for the working capital
requirements of the Mt. Prospect facility.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a) Financial Statements of Business Acquired
Financial statements are not required as the transaction does not
constitute the acquisition of a business as defined by Article 11-01(d) of
Regulation S-X.
b) Pro Forma Financial Information
Financial statements are not required as the transaction does not
constitute the acquisition of a business as defined by Article 11-01(d) of
Regulation S-X.
c) Exhibits
The following exhibits are filed herewith:
2.01 Asset Purchase Agreement dated as of September 26, 2000 among
3Com Corporation, Manufacturers' Services Limited and
Manufacturers' Services Salt Lake City Operations, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MANUFACTURERS' SERVICES LIMITED
(Registrant)
Date: October 11, 2000
By: /s/ Robert E. Donahue
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Robert E. Donahue
President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
2.01 Asset Purchase Agreement dated as of September 26, 2000 among 3Com
Corporation, Manufacturers' Services Limited and Manufacturers'
Services Salt Lake City Operations, Inc.
