SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 31, 1996
ELECTRONIC MANUFACTURING SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-23528 13-3421337
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification Number)
6638 OLD WAKE FOREST ROAD, RALEIGH, NORTH CAROLINA 27604
(Address of principal executive offices)
(919) 876-6049
(Registrant's telephone number, including area code)
J.A. INDUSTRIES, INC., 34A-2755 LOUGHEED HIGHWAY, PORT COQUITLAM,
B.C. V3B 5Y9 CANADA
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On July 31, 1996, Electronic Manufacturing Services Group, Inc.
(formerly, "J.A. Industries, Inc.") ("EMSG") consummated a reverse triangular
merger with Kenmar Business Groups, Inc. (which has subsequently changed its
name to "EMSG Systems Division, Inc.") ("Kenmar") pursuant to which Kenmar
became a subsidiary of EMSG, and the stockholders of Kenmar received Common
Stock of EMSG approximately equal to fifty percent (50%) of the outstanding
Common Stock of EMSG. The merger was consummated pursuant to that certain
Agreement and Plan of Merger by and among EMSG, J.A. Industries of North
Carolina, Inc. ("Acquisition"), and Kenmar, dated as of March 1, 1996 (the
"Merger Agreement"). EMSG previously described the merger and the Merger
Agreement in its Proxy Statement dated July 10, 1996, which was filed with the
Commission. The Merger Agreement and all schedules and exhibits thereto were
filed as an exhibit to the Proxy Statement.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 31, 1996, EMSG acquired all of the Common Stock of Kenmar
pursuant to the consummation of the merger contemplated by the Merger Agreement
in exchange for 2,763,726 shares of EMSG Common Stock. The EMSG Common Stock
issued to the Kenmar shareholders represented approximately fifty percent (50%)
of the outstanding Common Stock of EMSG at the time of the merger. Details
concerning the merger are set forth in the Merger Agreement, which was filed
with EMSG's Proxy Statement dated July 10, 1996.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 13, 1996, the Board of Directors of EMSG dismissed Semple &
Cooper P.L.C. as its independent accountants and engaged KPMG Peat Marwick LLP
as its new principal independent accountants. EMSG had engaged Semple & Cooper
P.L.C. as its principal independent accounts on July 17, 1995. EMSG's former
independent accountants, MacKay and Partners, were dismissed on March 30, 1995
by the shareholders of EMSG at the company's annual meeting. The change of
accountants from MacKay & Partners to Semple & Cooper P.L.C. was approved by the
Board of Directors.
Semple & Cooper P.L.C.'s report on the financial statements of EMSG for
the fiscal year ended June 30, 1995 contained no adverse opinion or disclaimer
of opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principle. MacKay & Partners report on the financial statements of
EMSG for the fiscal year ended June 30, 1994 contained an adverse opinion by
qualifying the statements with a "going concern" opinion. In connection with its
audit for the fiscal year ended June 30, 1995 and through August 13, 1996, there
have been no disagreements with Semple & Cooper P.L.C. on any matter of
accounting principle or practice, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
Semple & Cooper P.L.C. would have caused Semple & Cooper P.L.C. to make
reference thereto in their report on the financial statements for
such period. In connection with its audit for the fiscal year ended June 30,
1994, there were no disagreements with MacKay & Partners on any matter of
accounting principle or practice, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
MacKay & Partners would have caused MacKay & Partners to make reference thereto
in their report on the financial statements for such period.
-2-
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
It is impracticable for EMSG to provide the required financial
statements for the acquired business at the time of the filing of this report.
The required financial statements will be filed not later than October 14, 1996
(which is the first business day 60 days after the date on which this report
must be filed).
The following exhibits required by item 601 of Regulation S-K are
listed below:
Exhibit 16.1 Letter of Semple & Cooper P.L.C. agreeing with
the statements made by EMSG regarding Semple & Cooper
P.L.C. in Item 4 of this report.
Exhibit 16.2 Letter of MacKay & Partners agreeing with the
statements made by EMSG regarding MacKay & Partners
in Item 4 of this report.
ITEM 8. CHANGE IN FISCAL YEAR
On August 13, 1996, the Board of Directors of EMSG determined to change
its fiscal year end to August 31, the fiscal year end of Kenmar. EMSG intends
to file a Form 10-K in early October, 1996, to cover the fiscal year ended
August 31, 1996. For accounting purposes, the merger will be treated as an
acquisition by Kenmar of EMSG, and accordingly, there will be no transition
period on which to report. The Form 10-K to be filed in October will include
comparatives with Kenmar's August 31, 1995 financial statements.
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.
ELECTRONIC MANUFACTURING SERVICES GROUP, INC.
August 14, 1996
Date Kenneth H. Marks
Chief Executive Officer
-3-
EXHIBIT INDEX
Sequential
Exhibit Description Page No.
16.1 Letter of Semple & Cooper P.L.C. agreeing with the
statements made by EMSG regarding Semple & Cooper
P.L.C. in Item 4 of this report.
16.2 Letter of MacKay & Partners agreeing with the
statements made by EMSG regarding MacKay & Partners
in Item 4 of this report.