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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):
August 20, 1999
C.P. CLARE CORPORATION
(Exact Name of Registrant as specified in its charter)
Massachusetts 0-26092 04-2561471
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
78 Cherry Hill Drive, Beverly, Massachusetts 01915
(Address of principal executive offices and zip code)
(978) 524-6700
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 20, 1999, pursuant to a Stock Purchase Agreement dated as of July
2, 1999 (the "Agreement") by and between C.P. Clare Corporation (the "Company")
and Sumida Electric Co., Ltd. ("Sumida Electric"), as amended by the First
Amendment to Stock Purchase Agreement dated as of August 12, 1999 by and between
the Company and Sumida Electric, the Company completed the sale of all the
issued and outstanding equity interests in Clare EMG Inc. ("EMG") to Sumida
American Holdings, Inc., assignee of Sumida Electric under the Agreement. EMG
was a wholly-owned subsidiary of the Company which held the assets and
liabilities of the Company's electromagnetic group, certain contracts relating
to the electromagnetic group and 999 shares of the capital stock (out of 1000
outstanding shares) of C.P. Clare Mexicana S.A. de C.V., a Mexican corporation.
The sale price was $36,426,000 in cash subject to a post closing adjustment
based on the net asset value of EMG as of the closing date, August 20, 1999
(see Section 1.2 of the Agreement).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Not Applicable
(b) PRO FORMA FINANCIAL INFORMATION
Pro forma financial information regarding the transaction reported in Item
2 above is not included in this report. The required pro forma financial
information will be filed by amendment to this report not later than 60 days
after the date on which this report is required to be filed.
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
*10.1 Stock Purchase Agreement dated as of July 2, 1999 by and
between C.P. Clare Corporation and Sumida Electric Co., Ltd.
10.2 First Amendment to Stock Purchase Agreement dated as of
August 12, 1999 by and between C.P. Clare Corporation and
Sumida Electric Co., Ltd.
* Incorporated herein by reference to Exhibit 10.1 to the Form 8-K of C.P.
Clare Corporation as filed with the Securities and Exchange Commission on
July 8, 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 hereunto duly authorized.
Dated: August 27, 1999 C.P. CLARE CORPORATION
By: /s/ Harry Andersen
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Name: Harry Andersen
Title: Senior Vice President and Chief Financial
Officer
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EXHIBIT 10.2
FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of
August 12, 1999, is by and among C.P. Clare Corporation, a Massachusetts
corporation (the "Seller"), and Sumida Electric Co., Ltd., a Japanese
corporation (the "Buyer").
WHEREAS, the Seller and Buyer constitute all of the parties to that certain
Stock Purchase Agreement dated as of July 2, 1999 by and among the Seller and
Buyer (the "Stock Purchase Agreement"); and
WHEREAS, the Seller and the Buyer desire to amend the Stock Purchase
Agreement in certain respects, as set forth herein;
NOW, THEREFORE, in consideration of the mutual benefits to be obtained by
the consummation of the transactions contemplated by the Stock Purchase
Agreement, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Seller and the Buyer agree as
follows:
1. All references to Sections and subsections shall mean Sections and
subsections of the Stock Purchase Agreement.
2. The last sentence of Section 8.1(a) shall be amended by inserting, at the
end of such Section, the following:
"and (iii) any Losses relating to any Value Added Tax imposed by Mexican
tax authorities (together with any interest, fines, penalties or
additional amounts attributable thereto) ("V.A. T.") caused by the
transfer of property by the Seller to EMG and the Subsidiary as
contemplated by Section 4.8 or associated with the formation of EMG and
its capitalization prior to the Closing."
3. The first sentence of Section 8.3(b) shall be amended by inserting, at
the end of such sentence, the following:
"and (z) any Losses relating to any V.A.T. caused by the transfer of
property by the Seller to EMG and the Subsidiary as contemplated by
Section 4.8 or associated with the formation of EMG and its
capitalization prior to the Closing."
4. The second sentence of Section 8.3(b) shall be amended by inserting, at
the end of
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such sentence, the following:
"and (iv) any Losses relating to any V.A.T. caused by the transfer of
property by the Seller to EMG and the Subsidiary as contemplated by
Section 4.8 or associated with the formation of EMG and its
capitalization prior to the Closing."
5. Except as expressly amended in this Amendment, the Stock Purchase
Agreement is hereby reaffirmed by each of the Seller and the Buyer and remains
in full force and effect.
(remainder of page intentionally left blank)
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IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the
parties has caused this Amendment to be executed under seal on its behalf, by
its officers thereunto duly authorized, all as of the day and year first above
written.
C.P. CLARE CORPORATION
By: /s/ Arthur R. Buckland
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Name: Arthur R. Buckland
Title: President and Chief Executive Officer
SUMIDA ELECTRIC CO., LTD.
By: /s/ Shigeyuki Yawata
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Name: Shigeyuki Yawata
Title: President and Chief Executive Officer
