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 20, 2003
PCD INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-27744 04-2604950
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2 TECHNOLOGY DRIVE, CENTENNIAL PARK, PEABODY, MA 01960-7977
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 978-532-8800
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On March 21, 2003, PCD Inc. (the "Company") and its domestic subsidiary,
Wells-CTI, Inc. (together, the "Debtors") filed voluntary petitions under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Massachusetts (the "Court") (case nos. 03-12310-CJK
and 03-012309-CJK). The Debtors subsequently filed Plans of Reorganization,
dated April 7, 2003, and Motions of Debtor for Approval of Nonmaterial
Modification of Plan of Reorganization, dated May 19, 2003 (together, the
"Plans") as well as Disclosure Statements, dated April 7, 2003 (the "Disclosure
Statements").
On May 20, 2003, the Court entered orders confirming the Plans and approving the
Disclosure Statements. Copies of these orders are attached as Exhibits 99.1 and
99.2 hereto. The Plans will become effective on June 5, 2003 (the "Effective
Date"). Copies of the Plans as confirmed are attached as Exhibits 99.3 and 99.4
hereto. The material features of the Company's Plan are as follows (all
capitalized terms used without definition shall have the meanings set forth in
the Company's Plan):
- Prior to the Effective Date, the Company shall have transferred the
assets and operations of its Industrial/Avionics Division to
Amphenol Corporation and paid the Holdback (as defined in the Asset
Purchase Agreement) into escrow.
- Any executory contract or unexpired lease which is not being assumed
shall be deemed rejected as of May 20, 2003.
- On the Effective Date, all securities, equity interests, notes,
bonds, indentures, and other instruments or documents evidencing or
creating any indebtedness, equity interest or obligation of the
Company shall be extinguished and cancelled, and any obligations of
the Company under any agreements, indentures or certificates of
designation governing any securities, equity interests, notes,
bonds, indentures and other instruments or documents creating any
indebtedness, equity interest or obligation, shall be discharged.
- According to the timeline set forth in the Plan, the Company shall,
after funding the Disputed Claims Reserve and the Debtors' Reserve,
(a) pay to Fleet as agent for the Class 1 Creditors, the Class 1
Creditor Payment Amount (if not already paid) and assign to the
agent all right, title and interest in and to the Holdback in full
satisfaction of the Class 1 Creditors' claims under the Secured Loan
Agreement, subject to any rights of the Class 1 Creditors to
post-Effective Date payments in accordance with the Plan; and (b)
pay in full all Unclassified Claims and all Classified Claims in
accordance with the Plan.
- Any funds remaining in the Debtor's Reserve and all other property
of the Company shall revert to Fleet as agent for the Class 1
Creditors.
- The holders of the Equity Interests shall receive nothing for their
interests or potential interests in the Company.
- Following all distributions from the Debtor's Estate required under
the Plan, the Company shall be dissolved and all funds and property
remaining in the Company shall revert to Fleet as agent for the
Class 1 Creditors.
Immediately prior to the Effective Date, there will be 8,951,945 shares of
common stock of the Company, 319,000 options, and 1,653,949 warrants to purchase
common stock of the Company outstanding, for an aggregate total of 10,924,894
shares, assuming exercise of all options and warrants. No shares are reserved
for future issuances in respect of claims and interests filed and allowed under
the Plan. Immediately prior to the Effective date, the Company will have
approximately 1,000 shareholders of record.
As of April 30, 2003, the assets and liabilities of the Company were 13,927,501
and 46,673,088, respectively. Additional financial information concerning the
Company (excluding our Japanese subsidiary) will be contained in the required
Monthly Operating Statement for the period of May 1, 2003 to May 31, 2003 in a
form prescribed by the office of the United States Trustee, to be filed on Form
8-K under separate cover.
Copies of the Disclosure Statements are attached as Exhibits 99.5 and 99.6
hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Order Confirming Debtor's Plan of Reorganization and Approving
Disclosure Statement dated May 20, 2003 (PCD Inc.)
99.2 Order Confirming Debtor's Plan of Reorganization and Approving
Disclosure Statement dated May 20, 2003 (Wells-CTI, Inc.)
99.3 Plan of Reorganization (PCD Inc).
99.4 Plan of Reorganization (Wells-CTI, Inc.)
99.5 Disclosure Statement (PCD Inc.)
99.6 Disclosure Statement (Wells-CTI, Inc.)
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.
PCD INC.
/s/ JOHN L. DWIGHT, JR.
By: Name: John L. Dwight, Jr.
Title: Chairman of the Board,
President, and Chief Executive Officer
Date: June 5, 2003
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
99.1 Order Confirming Debtor's Plan of Reorganization and Approving
Disclosure Statement dated May 20, 2003 (PCD Inc.)
99.2 Order Confirming Debtor's Plan of Reorganization and Approving
Disclosure Statement dated May 20, 2003 (Wells-CTI, Inc.)
99.3 Plan of Reorganization (PCD Inc).
99.4 Plan of Reorganization (Wells-CTI, Inc.)
99.5 Disclosure Statement (PCD Inc.)
99.6 Disclosure Statement (Wells-CTI, Inc.)