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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) January 10, 1997
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ZYCON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-95284 94-2348052
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
445 El Camino Real, Santa Clara, CA 95050
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(Address of principal executive offices)
Registrant's telephone number, including area code (408) 241-9900
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________________________________________________________________________________
(Former name or former address, if changed since last report.)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Pursuant to the terms of a previously reported Agreement and
Plan for Merger dated as of December 4, 1996 (the "Merger Agreement") among
Zycon Corporation (the "Company"), Hadco Corporation, a Massachusetts
corporation ("Parent") and Hadco Acquisition Corp., a Delaware corporation and
a direct wholly-owned subsidiary of Parent ("Purchaser"), on January 10, 1997,
Purchaser accepted for payment approximately 10.8 million shares of common
stock, par value $.001 per share of the Company (the "Shares") representing
approximately 97% of the Company's common stock, at a purchase price of $18.00
per share, pursuant to Purchaser's tender offer (the "Offer").
In addition, on January 10, 1997, the Certificate of Ownership
and Merger was filed with the Delaware Secretary of State resulting in the
merger of Purchaser with and into the Company (the "Merger") with the Company
surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the
Merger Agreement, holders of the Company's common stock immediately prior to
the effective time of the Merger are entitled to receive $18.00 in cash for
each share of the Company's common stock previously held by them. Pursuant to
the terms of the Merger Agreement, all holders of options to purchase shares of
the Company's common stock under the Company's 1993 Long Term Equity Incentive
Plan and the Stock Option Plan for Directors, whether or not then exercisable,
are entitled to receive for each share, cash equal to the difference between
$18.00 and the per share exercise price of such option to the extent the
difference is a positive number. Upon receipt of such payment, each option
will be cancelled.
Purchaser obtained the funds necessary to consummate the Offer
and Merger through capital contributions or loans from Parent. Parent entered
into a $250 million senior revolving credit facility with The First National
Bank of Boston (the "Credit Facility") to finance the Offer and Merger. Loans
existing under the Credit Facility will bear interest (at Parent's election) at
either (1) a Base Rate, which is a floating rate equal to the prevailing U.S.
federal funds rate plus 1.5%, or (2) a Eurodollar Rate, which is a fixed rate
equal to the prevailing Eurodollar rate for interest periods of one, two, three
or six months. The Credit Facility will terminate in 5 years, unless amended.
Pursuant to the Merger Agreement, all of the Company's
directors have resigned from the Company's Board of Directors and have been
replaced by Parent's designee.
The foregoing description of the terms and provisions of the
Merger Agreement is qualified in its entirety by reference to the Merger
Agreement, together with the respective exhibits thereto, filed as Exhibit 4 to
the Company's Schedule 14D-9 filed with the Securities and Exchange Commission
on December 11, 1996 and hereby incorporated by reference herein.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1. above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press release dated January 9, 1997 issued by Parent.
99.2 Press release dated January 10, 1997 issued by Parent.
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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.
ZYCON CORPORATION
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(Registrant)
Date: January 23, 1997 By: /s/ Kenneth R. Shilling
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KENNETH R. SHILLING,
Senior Vice President
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CONTACT PERSON: TIMOTHY P. LOSIK
HADCO CORPORATION
(603) 898-8000
HADCO CORPORATION ANNOUNCES
EXECUTION OF A NEW CREDIT FACILITY
SALEM, N.H. -- (BUSINESS WIRE) -- January 9, 1997 -- Hadco Corporation
(Nasdaq:HDCO) announced today that it has executed a revolving credit facility
with The First National Bank of Boston providing up to $250 million in
revolving credit to Hadco. The proceeds from the credit facility will be used
to complete Hadco's proposed acquisition of Zycon Corporation and for general
corporate purposes. The credit facility terminates Hadco's existing revolving
credit and term loan agreement with The First National Bank of Boston.
Hadco also announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to its proposed
acquisition of Zycon Corporation expired as scheduled and that it did not
receive a request for additional information from either the Federal Trade
Commission or the Antitrust Division of the Justice Department.
Headquartered in Santa Clara, Calif., Zycon manufactures 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, N.H., Hadco is a leading supplier of
electronic interconnect products and services. Markets served include original
manufacturers and contract assemblers in the computer, telecommunications,
automotive, medical instruments, and industrial automation sectors of the
electronic 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. Hadco 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 companies from time to
time with the Securities and Exchange Commission.
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[HADCO LETTERHEAD]
FOR IMMEDIATE RELEASE
January 10, 1996
Contact:
Timothy P. Losik
Vice President and
Chief Financial Officer
(603) 896-2461
[email protected]
HADCO CORPORATION ANNOUNCES
COMPLETION OF TENDER OFFER AND MERGER
SALEM, NH -- January 10, 1997 - Hadco Corporation (NASDAQ:HDCO) announced today
that its wholly-owned subsidiary, Hadco Acquisition Corp., had completed its
tender offer for all outstanding shares of Zycon Corporation at $18.00 per
share and had accepted for payment all shares validly tendered and not
withdrawn. The offer commenced on December 11, 1996 and expired at 12:00
midnight, New York City time, on January 9, 1997. Based on a preliminary count,
as of 12:00 midnight, New York City time, on January 9, 1997, approximately
10.8 million shares representing 97% of all outstanding shares had been validly
tendered and not withdrawn.
Hadco also announced today that the merger of Hadco Acquisition Corp. into
Zycon had been consummated. As a result of the merger, Zycon is a wholly-owned
subsidary of Hadco. Pursuant to the merger, holders of Zycon shares immediately
prior to the effective time of the merger are entitled to receive $18.00 in
cash for each share of Zycon common stock previously held by them.
Hadco Corporation is a leading supplier of electronic interconnect products and
services. Markets served include original equipment manufacturers and contract
assemblers in the computer, telecommunications, automotive, 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
complete array of assembly capabilities. The Company operates six facilities
in the United States.
Hadco Corporation's press releases are available through Company News On-Call
by fax, 800 758 5804, PIN#390325, or on the Internet at
http://www.hadco.com:8080/.
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