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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(AMENDMENT NO. 1)
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 13, 1999
BENCHMARK ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 1-10560 74-2211011
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Indentification No.)
3000 TECHNOLOGY DRIVE, ANGLETON, TEXAS 77515
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (409) 849-6550
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ITEM 5. OTHER EVENTS.
Benchmark Electronics, Inc. (Benchmark) previously announced that it had
entered into a Stock Purchase Agreement with J.M. Huber Corporation (the Seller)
pursuant to which Benchmark would acquire all of the outstanding capital stock
of (a) AVEX Electronics, Inc., an Alabama corporation and a wholly owned
subsidiary of the Seller (AVEX), and (b) a wholly owned subsidiary of the Seller
to be formed under the laws of the Netherlands (Holdings) being formed for the
purpose of succeeding to the ownership of certain non-U.S. holding and operating
companies which currently are owned by another entity owned by the Seller. In
consideration of the capital stock of AVEX and Holdings, Benchmark has agreed to
pay $255 million in cash (less any indebtedness assumed), subject to certain
adjustments, and to issue one million shares of its Common Stock to the Seller.
Benchmark and the Seller have agreed for federal income tax purposes to allocate
the purchase price pursuant to treasury Section 1.338(h)(10)-1(f).
In order to finance this transaction, Benchmark has received a commitment
from a commercial bank to provide (i) a revolving credit facility in an
aggregate amount of up to $100 million (the Revolving Credit Facility), which
will mature on September 30, 2004, and (ii) a term loan in the amount of $75
million, which will mature on September 30, 2004 (Term Loan A). In addition,
Benchmark anticipates funding a term loan in the amount of $50 million, which
will mature on September 30, 2005 (the Term Loan B, and collectively with the
Revolving Credit Facility and the Term Loan A, the Facility). It is expected
that the Revolving Credit Facility and Term Loan A will be funded by a syndicate
of banks, financial institutions and other entities, and will be subject to a
borrowing base calculation. Subject to the agreement of the banks providing the
Revolving Credit Facility and the Term Loan A, Benchmark may elect to increase
the Revolving Credit Facility and the Term Loan A by $25 million each. In such
event, the Term Loan B will not be funded. If the Term Loan B is funded, it is
expected that such funds will be provided by the commercial bank providing the
commitment or syndicated to other banks, financial institutions and other
entities. On August 13, 1999, Benchmark announced the completion of a capital
markets transaction in which it received gross proceeds of $75 million. The net
proceeds of this capital markets transaction will be used for general corporate
purposes, including the funding of a portion of the purchase price of the AVEX
acquisition.
99.4 to this report contains revised unaudited pro forma condensed
combined financial statements of Benchmark Electronics, Inc. as of and for the
six months ended June 30, 1999 and for the year ended December 31, 1998, which
gives effect to the pending acquisition of AVEX by Benchmark under the purchase
method of accounting, and which replace those previously filed as Exhibit 99.3.
We make "forward-looking statements" within the "safe harbor" provision of
the Private Securities Litigation Reform Act of 1995 throughout this Amendment
to Current Report on Form 8-K/A. You can identify these statements by
forward-looking words such as "may," "intend," "will," "expect," "anticipate,"
"believe," "estimate," "should," "strategy," "position," "plan" and "continue"
or the negatives of those words or other variations on them or by comparable
terminology. We have based these statements on our current expectations about
future events. Although we believe that our expectations reflected in or
suggested by our forward-looking statements are reasonable, we cannot assure you
that these expectations will be achieved. Our actual results may differ
materially from what we currently expect. Important factors which could cause
our actual results to differ materially from the forward-looking statements in
this report include, without limitation, the completion of the pending
acquisition of AVEX and, if completed, the termination by one of AVEX's largest
customers of its turnkey manufacturing agreement with AVEX as a result of our
purchase of AVEX, the integration of the operations of AVEX and the incurrence
of operating losses at AVEX after its acquisition by us; the loss of a major
customer; changes in customer concentration; the absence of long-term sales
contracts; dependence on the growth of the enterprise computer,
telecommunications, medical device, industrial control, and testing and
instrumentation and, upon completion of the AVEX acquisition, the
networking/servers and high-end video/audio/entertainment, industries; risks
associated with our international operations; availability of customer specified
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components; dependence on certain key executives; environmental laws; Year 2000
problems; fluctuations in quarterly results; stock price volatility; and
competition from other providers of electronics manufacturing services. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual outcomes may vary materially from those
indicated.
You should read this report completely and with the understanding that our
actual future results may be materially different from what we expect. We may
not update these forward-looking statements, even though our situation will
change in the future. All forward-looking statements attributable to us are
expressly qualified by these cautionary statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following material is filed as an exhibit to this Amendment to Current
Report on Form 8-K/A.
EXHIBIT
NUMBER DESCRIPTION
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99.4 -- Unaudited pro forma condensed combined financial
statements of Benchmark Electronics, Inc. as of and
for the six months ended June 30, 1999 and for the
year ended December 31, 1998.
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SIGNATURE
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.
BENCHMARK ELECTRONICS, INC.
By: /s/ GAYLA J. DELLY
GAYLA J. DELLY
TREASURER
Dated: August 18, 1999
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.4 -- Unaudited pro forma condensed combined financial
statements of Benchmark Electronics, Inc. as of and
for the six months ended June 30, 1999 and for the
year ended December 31, 1998, which give effect to
the pending acquisition of AVEX by Benchmark under
the purchase method of accounting.
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