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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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MCMS, INC.
(exact name of registrant as specified in its charter)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 18, 2001
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Date of report (Date of earliest event reported)
DELAWARE 82-0480109
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(State or other jurisdiction of Commission File Number (I.R.S. Employer Identification
incorporation or organization) Number)
83 Great Oaks Boulevard, San Jose, California 95119
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(Address of Principal Executive Offices, Zip Code)
(408) 284-3500
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On September 18, 2001, MCMS, Inc. (the "Company") and its two United
States subsidiaries (collectively, the "Debtors") filed voluntary petitions for
reorganization relief pursuant to Chapter 11 of the United States Bankruptcy
Code (the "Bankruptcy Code") for the District of Delaware (the "Bankruptcy
Court"). The petitions do not cover the foreign based subsidiaries of the
Company. The Debtors will continue to manage their properties and operate their
businesses as "debtors-in-possession" in accordance with the applicable
provisions of the Bankruptcy Code. On September 18, 2001 the Company issued a
press release relating to the foregoing. A copy of the press release is attached
hereto as Exhibit 99 and is incorporated in its entirety herein by reference.
ITEM 5. OTHER EVENTS
The Debtors entered into an asset purchase agreement (the "Asset
Purchase Agreement") with MSL Midwest Operations, Inc. ("MSL"), a wholly owned
subsidiary of Manufacturers' Services Limited, dated as of September 18, 2001,
providing for the sale of substantially all of Debtors' assets, including the
capital stock of the foreign subsidiaries of the Debtors (other than the
Company's Belgian subsidiary which filed for judicial composition under Belgian
law on September 5, 2001). The Asset Purchase Agreement provides for a purchase
price of $43.5 million in cash, subject to a working capital adjustment and
certain other adjustments, and the assumption of certain liabilities of the
Debtors.
Under the Asset Purchase Agreement, the transaction will be implemented
through a sale under section 363 of the Bankruptcy Code. The transaction will be
subject to higher and better offers as a result of a Bankruptcy Court-authorized
bidding process and to final approval of the Bankruptcy Court. In addition, the
transaction is subject to other conditions, including, without limitation,
antitrust approval, the receipt of required consents, the absence of a material
adverse effect on the assets of the Debtors and the achievement by the Debtors
of certain revenue targets. Given these conditions, there can be no assurance
that the proposed transaction will be consummated.
The Asset Purchase Agreement is attached hereto as Exhibit
99.1 and is incorporated herein by reference. All descriptions of the Asset
Purchase Agreement contained herein are qualified in their entirety by reference
to Exhibit 99.1.
In addition, the Company received a binding commitment for up to $49
million debtor-in-possession financing from a consortium of banks led by PNC
Bank, National Association to support its operations during the bankruptcy
proceedings.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit
Exhibit No. Description
99 Press Release of MCMS, Inc., dated as of September 18, 2001.
99.1 Asset Purchase Agreement, dated as of September 18, 2001, by
and among MSL Midwest Operations, Inc., MCMS, Inc. and
certain of its subsidiaries.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MCMS, INC.
Date: September 18, 2001 By: /s/ Chris J. Anton
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Name: Chris J. Anton
Title: Executive Vice President, Finance and
Chief Financial Officer (Principal Financial
Officer and Accounting Officer)
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Index to Exhibits
Exhibit No. Description
99 Press Release of MCMS, Inc., dated as of September 18, 2001.
99.1 Asset Purchase Agreement, dated as of September 18, 2001, by
and among MSL Midwest Operations, Inc., MCMS, Inc. and
certain of its subsidiaries.
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as.................... 'SS'