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UNITED STATES
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) December 5, 1996
ZYCON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-95284 94-2348052
(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
445 El Camino Real, Santa Clara, CA 95050
(Address of principal executive offices)
Registrant's telephone number, including area code (408) 241-9900
(Former name or former address, if changed since last report.)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On December 5, 1996 the Registrant issued a joint press release with
Hadco Corporation which is attached as Exhibit 99.1 to this Form 8-K and is
incorporated by reference hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release dated December 5, 1996 relating to Hadco
Corporation's agreement to purchase all of the outstanding shares of common
stock of Zycon Corporation.
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.
Zycon Corporation
----------------------------
(Registrant)
Date: December 6, 1996. /s/ Kenneth R. Shilling
----------------------------
Kenneth R. Shilling,
Vice President, Finance and
Chief Financial Officer
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EXHIBIT 99.1
Salem, New Hampshire - December 5, 1996 - Hadco Corporation (Nasdaq: HDCO)
announced today that it agreed to acquire Zycon Corporation (Nasdaq: ZCON) for
approximately $205 million in cash, or $18.00 per share.
The acquisition of Zycon, a leading manufacturer of complex printed circuit
boards, will position Hadco as the largest interconnect circuit producer in the
United States and one of the top five manufacturers in the world.
Andy Lietz, Chief Executive Officer of Hadco, stated, "Our objective is to take
a leadership position in the world interconnect market. With the worldwide
proliferation of complex electronic products, the increased scale of operations
provided by the Hadco and Zycon combination will allow Hadco to offer the
greatest array of technologically advanced interconnect products in the world.
On a geographic basis, the acquisition of Zycon provides us with a significant
West Coast presence in volume high quality printed circuit board capability and
backplane assembly. The Malaysian operation gives us an entry into the Far East,
and Zycon's East Coast facility complements our quick-turn and design
capabilities. This acquisition is a key element in Hadco's long term growth
strategy."
Ron Donati, President, Chief Executive Officer and Chairman of Zycon, stated,
"With the combination of Hadco and Zycon, we will unite the efforts of two of
the strongest and most technologically advanced interconnect manufacturers in
the United States. The companies will have the opportunity to continue their
research and technology development together, which will help Hadco better serve
the combined customer base. As a result, we believe Hadco represents an
excellent opportunity for our employees to benefit from the additional growth
prospects represented by this transaction."
Zycon and certain principal shareholders terminated, in accordance with its
terms, a previous agreement for sale of the stock at $16.25 per share. Under the
terms of the Hadco merger agreement, Hadco will offer to purchase all of the
outstanding shares of common stock of Zycon for $18.00 per share in cash.
Certain principal shareholders, owning approximately 60% of the company's
outstanding stock, have agreed to tender all of their shares to Hadco.
Headquartered in Santa Clara, California, Zycon manufacturers high quality,
complex multilayer printed circuit boards for original equipment manufacturers
and contract manufacturers in such industries as data communications,
telecommunications, advanced storage systems, workstations, servers and personal
computers.
Headquartered in Salem, New Hampshire, Hadco is a leading supplier of electronic
interconnect products and services. Markets served include original equipment
manufacturers and contract assemblers in the computer, telecommunications,
automotive,
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medical instruments, and industrial automation sectors of the electronics
industry. Hadco's wide range of services and products provide a singular
solution to the industry's accelerating time-to-market requirements. Hadco
offers extensive printed circuit design and engineering services, dedicated
quick turn-around prototype and development fabrication, complex technology
volume production fabrication, backplane assemblies and added-value
sub-assemblies as well as a complete array of assembly capabilities. The Company
operates six facilities in the United States.
Except for the historical information contained in this press release (including
pricing, revenue, earnings, and operating expectations) there may be forward
looking statements that involve risks and uncertainties. Factors that could
cause actual results to differ materially include, but are not limited to,
general economic conditions, business conditions in the electronics industry,
demand for the company's products, and other risks and uncertainties described
in reports and other documents filed by the company from time to time with the
Securities and Exchange Commission.
A conference call will take place at 10:00 AM EST on December 5, 1996. Dial-in
number is 1-800-621-5170, reservation number 2245912. Replay will be available
until 5:00 PM December 7, 1996 by calling 1-800-633-8284 using the reservation
number above.
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