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): May 29, 1998
REPTRON ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Florida 33-75040 38-2081116
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
14401 McCormick Drive, Tampa, Florida 33626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(813)854-2351
N/A
(Former name or former address, if changed since last report)
This Report on Form 8-K contains forward-looking statements
within the meaning of that term in Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Additional written or oral forward-looking statements may
be made by the Company from time to time, in filings with the
Securities Exchange Commission or otherwise. Statements contained
herein that are not historical facts are forward-looking
statements made pursuant to the safe harbor provisions described
above. Forward-looking statements may include, but are not
limited to, projections of revenues, income or losses, capital
expenditures, plans for future operations, the elimination of
losses under certain programs, financing needs or plans,
compliance with financial covenants in loan agreements, plans for
sale of assets or businesses, plans relating to products or
services of the Company, assessments of materiality, predictions
of future events, and the effects of pending and possible
litigation, as well as assumptions relating to the foregoing. In
addition, when used in this discussion, the words "anticipates,"
"estimates," "expects" "interests," "plans" and variations thereof
and similar expressions are intended to identify forward-looking
statements.
Forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified
based on current expectations. Consequently, future events and
actual results could differ materially from those set forth in,
contemplated by, or underlying the forward-looking statements
contained herein. Readers are cautioned not to place undue
reliance on any forward-looking statements contained herein, which
speak only as of the date hereof. The Company undertakes no
obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the
occurrence of unexpected events.
Item 2. Acquisition or Disposition of Assets.
On May 29, 1998, Reptron Electronics, Inc. ("Company")
completed the previously announced acquisition of Hibbing
Electronics Corporation ("Hibbing"), a wholly-owned subsidary
of HECO Holding Corporation, pursuant to an Agreement and
Plan of Merger between the Company, Lake Huron Investment
Corporation, HECO Holding Corporation, OECO LLC and, for the
limited purposes specified in the agreement, John F. Lillicrop, as
shareholder representative (the "Agreement"). Hibbing, a
Minnesota corporation, is a business that provides high complexity
contract manufacturing services for low to medium volume
customers. The Company operates from two contract manufacturing
facilities, a 110,000 square foot facility at their corporate
headquarters in Hibbing, Minnesota and, through it's subsidiary,
Hibbing Electronics, Inc., another 27,000 square foot
facility in Gaithersburg, Maryland. The purchase price was $29.7
million in cash, and the assumption of approximately $11 million
in debt, and was determined through arm's-length negotiations by
the parties. The transaction was financed with proceeds from the
Company's convertible debt offering of 6.75% convertible
subordinated notes due in 2004. Hibbing will become a part of
Reptron's K-Byte Manufacturing division.
The foregoing is subject to the actual provisions of the
Agreement, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. It is
impracticable to provide the financial statements relative to the
acquired businesses described in Item 2 at the time this report on
Form 8-K is filed. The Registrant intends to file the required
financial statements as soon as practicable, but no later than
60 days from the date of this filing.
(b) Pro Forma Financial Information. It is impracticable
to provide the pro forma financial information relative to the
acquired business as described in Item 2 at the time this report
on Form 8-K is filed. The Registrant intends to file the require
pro forma financial information as soon as practicable, but no
later than 60 days from the date of filing.
(c) Exhibits.
(PRIVATE) Exhibit Description
Number
2.1 Agreement and Plan of Merger, dated May 6,
1998, by and among Reptron Electronics, Inc.,
Lake Huron Investment Corporation, HECO
Holding Corporation, OECO LLC and, for the
limited purposes specified in the Agreement,
John F. Lillicrop, as shareholder
representative.
2.2 Amendment No. 1 to Agreement and Plan of
Merger, dated May 28, 1998, by and among
Reptron Electronics, Inc., Lake Huron
Investment Corporation, HECO Holding
Corporation, OECO LLC, and a shareholder
representative.
2.3 Escrow Agreement, dated May 29, 1998, by and
among Reptron Electronics, Inc., HECO Holding
Corporation, OECO LLC, John F. Lillicrop and
NationsBank, N.A.
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.
REPTRON ELECTRONICS, INC.
(Registrant)
By: /S/MICHAEL BRANCA
Michael Branca, Chief Financial
Officer
Date: June 12, 1998