SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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1-14080
(Commission File Number)
Berg Electronics Corp.
(Exact name of Registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation or organization)
75-2451903
(I.R.S. Employer Identification No.)
101 South Hanley Road
St. Louis, MO 63105
(314) 726-1323
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Outstanding at
Class April 25, 1997
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<BTB>
Common Stock 19,134,537
Class A Common Stock 1,384,291
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Filed as Part of this Report
Exhibit
No. Description of Exhibit
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<BTB>
3.1 Certificate of Elimination of Series B Preferred Stock and
Series D Preferred Stock of Berg Electronics Corp., dated
September 11, 1996.*
3.2 [Item intentionally omitted.]
3.3 Certificate of Incorporation of Berg Electronics Corp. f/k/a
Berg Electronics Group, Inc.; f/k/a Berg Electronics
Holdings Corp.; f/k/a Berg CS Holdings, Inc. together with
amendments thereto.(1)
3.4 Certificate of Amendment to Certificate of Incorporation,
dated February 29, 1996, of Berg Electronics Corp. (2)
3.5 Bylaws of Berg Electronics Corp. (1)
10.1** First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among James N. Mills, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its subsidiaries.*
10.2** First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among David M. Sindelar, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its subsidiaries.*
10.3** First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among W. Thomas McGhee, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its subsidiaries.*
10.4** First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among Larry S. Bacon, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its subsidiaries.*
10.5** Amendment to the Amended and Restated Executive Employment
Agreement, dated as of January 1, 1997, by and among Robert
N. Mills, Berg Electronics Corp., Berg Electronics Group,
Inc. and certain of its subsidiaries.*
10.6** Amendment to the Amended and Restated Executive Employment
Agreement, dated as of January 1, 1997, by and among Timothy
L. Conlon, Berg Electronics Corp.and Berg Electronics Group,
Inc.*
11.0 Computation of Net Earnings (Loss) Per Share. (3)
<FN>
(1) Filed previously as an exhibit to the Registration Statement of Berg
Electronics Corp. on Form S-1, Registration No. 33-98240, and
incorporated by reference herein.
(2) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-K
for the fiscal year ended December 31, 1995, and incorporated by
reference herein.
(3) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-Q
for the quarter ended March 31, 1997, and incorporated by reference
herein.
* Filed herewith.
** Indicates a management contract or compensatory plan or arrangement.
</FN>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BERG ELECTRONICS CORP.
Dated: May 15, 1997 By: /s/ JOSEPH S. CATANZARO
-------------------------------
Name: Joseph S. Catanzaro
Title: Chief Accounting Officer
Exhibit
No. Description of Exhibit
- ------- --------------------------------------------------------
<BTB>
3.1 Certificate of Elimination of Series B Preferred Stock and
Series D Preferred Stock of Berg Electronics Corp., dated
September 11, 1996.*
3.2 [Item intentionally omitted.]
3.3 Certificate of Incorporation of Berg Electronics Corp. f/k/a
Berg Electronics Group, Inc.; f/k/a Berg Electronics
Holdings Corp.; f/k/a Berg CS Holdings, Inc. together with
amendments thereto.(1)
3.4 Certificate of Amendment to Certificate of Incorporation,
dated February 29, 1996, of Berg Electronics Corp. (2)
3.5 Bylaws of Berg Electronics Corp. (1)
10.1** First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among James N. Mills, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its subsidiaries.*
10.2** First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among David M. Sindelar, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its subsidiaries.*
10.3** First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among W. Thomas McGhee, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its subsidiaries.*
10.4** First Amendment to the Amended and Restated Executive
Employment Agreement, dated as of August 5, 1996, by and
among Larry S. Bacon, Berg Electronics Corp., Berg
Electronics Group, Inc. and certain of its subsidiaries.*
10.5** Amendment to the Amended and Restated Executive Employment
Agreement, dated as of January 1, 1997, by and among Robert
N. Mills, Berg Electronics Corp., Berg Electronics Group,
Inc. and certain of its subsidiaries.*
10.6** Amendment to the Amended and Restated Executive Employment
Agreement, dated as of January 1, 1997, by and among Timothy
L. Conlon, Berg Electronics Corp.and Berg Electronics Group,
Inc.*
11.0 Computation of Net Earnings (Loss) Per Share.(3)
<FN>
(1) Filed previously as an exhibit to the Registration Statement of Berg
Electronics Corp. on Form S-1, Registration No. 33-98240, and
incorporated by reference herein.
(2) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-K
for the fiscal year ended December 31, 1995, and incorporated by
reference herein.
(3) Filed previously as an exhibit to the Berg Electronics Corp. Form 10-Q
for the quarter ended March 31, 1997, and incorporated by reference
herein.
* Filed herewith.
** Indicates a management contract or compensatory plan or arrangement.
</FN>