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): October 10, 1997
ELEXSYS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-11691 95-3534864
(Commission File No.) (IRS Employer Identification No.)
4405 Fortran Court
San Jose, California 95134
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 935-6300
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Item 5. Other Events.
Elexsys International, Inc. ("Elexsys") and Sanmina Corporation
("Sanmina") previously announced the execution of an Agreement and Plan of
Merger dated as of July 22, 1997 (the "Merger Agreement"), pursuant to which,
subject to the satisfaction or waiver of certain conditions contained therein, a
wholly-owned subsidiary of Sanmina ("Merger Sub") would be merged with and into
Elexsys, Elexsys would become a wholly-owned subsidiary of Sanmina and each
outstanding share of Elexsys common stock would be converted into .33 of a share
of Sanmina common stock (collectively, the "Merger"). On October 10, 1997,
Elexsys, Sanmina and Merger Sub executed a letter agreement (the "Waiver and
Indemnification Agreement"), pursuant to which Sanmina and Merger Sub agreed,
among other things: (a) to waive all of the conditions contained in the Merger
Agreement to Sanmina's and Merger Sub's obligations to consummate the Merger,
other than the condition which requires that the Merger Agreement be approved
and adopted by the affirmative vote of the holders of a majority of the shares
of Elexsys common stock outstanding as of the record date (the "Record Date")
for the meeting of the stockholders of Elexsys to vote on the Merger Agreement
and the Merger; (b) that subject to the approval and adoption of the Merger
Agreement by the affirmative vote of the holders of a majority of the shares of
Elexsys common stock outstanding as of the Record Date, the closing of the
Merger will take place on November 6, 1997; and (c) to indemnify Elexsys,
Elexsys' affiliates and the directors, officers and advisors of Elexsys and
Elexsys' affiliates (collectively, the "Indemnitees") from and against any
damages which are suffered or incurred by any of the Indemnitees or to which any
of the Indemnitees may otherwise become subject and which arise from any action
taken or alleged to have been taken by or on behalf of, or any failure to act or
alleged failure to act on the part of or with respect to, Elexsys or any
subsidiary of Elexsys during the period commencing on October 2, 1997 and ending
on the earlier of the termination of the Merger Agreement by Elexsys or the
effective time of the Merger.
The description contained in this Item 5 of the transactions
contemplated by the Waiver and Indemnification Agreement is qualified in its
entirety by reference to the full text of the Waiver and Indemnification
Agreement, a copy of which is attached to this Report as Exhibit 99.1.
2.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
c. Exhibits
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Exhibit Description
No.
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99.1 Letter agreement dated October 10, 1997, among Elexsys International,
Inc., Sanmina Corporation and SANM Acquisition Subsidiary, Inc.
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3.
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.
ELEXSYS INTERNATIONAL, INC.
Dated: October 21, 1997 By: /s/ Robert DeLaurentis
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Robert DeLaurentis
Chief Financial Officer
4.