SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) MARCH 1, 1997
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MICROELECTRONIC PACKAGING, INC.
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(Exact name of registrant as specified in charter)
CALIFORNIA 0-23562 94-3142624
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9350 TRADE PLACE, SAN DIEGO, CALIFORNIA 92126
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 530-1660
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N/A
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On March 1, 1997, the Board of Directors of Microelectronic
Packaging, Inc. (the "Company") voted to liquidate MPM (S) Pte. Ltd. ("MPM"),
one of the Company's wholly-owned Singapore subsidiaries. The Company had been
attempting to conduct its multilayer packaging operations through MPM pursuant
to a licensing agreement with IBM. Changing market conditions for multilayer
packaging products and IBM's unwillingness to renegotiate the terms of the
license agreement since the formation of MPM are the primary reasons that the
Company decided to liquidate MPM.
Item 5. Other Events.
On March 1, 1997, the Board of Directors of the Company approved the
ongoing restructuring of MPS (S) Pte. Ltd. ("MPS"), another of the Company's
wholly-owned Singapore subsidiaries through which the Company conducts its
pressed ceramic packaging activities. Pursuant to such ongoing restructuring,
MPS may be placed under Judicial Management, as defined under Singapore law,
which would give the Company the ability to organize MPS's outstanding debts.
The Company anticipates that the Judicial Management process should take no
longer than one hundred and eighty (180) days, if it chooses to pursue this
form of restructuring.
On February 20, 1997, the Company converted the remaining outstanding
Convertible Debentures sold to Dusseldorf Securities Ltd. and various offshore
investors (collectively, the "Purchasers") on October 24, 1996 and reported on a
current report on Form 8-K filed with the Securities and Exchange Commission on
October 28, 1996. Including the conversion of the remaining outstanding
Debentures, the Purchasers have been issued an aggregate of 5,108,783 shares of
the Company's Common Stock. The conversion of the outstanding Debentures and
the existence and exercise of the Warrant issued to Dusseldorf Securities Ltd.,
as described in the current report on Form 8-K filed with the Securities and
Exchange Commission on October 28, 1996, has significantly diluted and will
significantly dilute both the earnings per share amounts and the ownership
interests of the Company's other shareholders.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. None.
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(b) Pro Forma Financial Information.
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1. Introduction to Unaudited Pro Forma Condensed Financial
Information.
2. Unaudited Pro Forma Condensed Consolidated Balance Sheet as
of September 30, 1996.
3. Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Year Ended December 31, 1995.
4. Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Nine Months Ended September 30, 1996.
5. Notes to Unaudited Pro Forma Condensed Consolidated Financial
Information.
(c) Exhibits. The following documents are filed as an exhibit to
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this report:
Exhibit No. Description
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7(b)1 Introduction to Unaudited Pro Forma Condensed Financial
Information.
2.
7(b)2 Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 1996.
7(b)3 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Year Ended December 31, 1995.
7(b)4 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Nine Months Ended September 30, 1996.
7(b)5 Notes to Unaudited Pro Forma Condensed Consolidated
Financial Information.
10.85 Press Release dated March 3, 1997.
3.
SIGNATURES
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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.
Microelectronic Packaging, Inc.
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(Registrant)
Date: March 14, 1997 By /S/ Timothy Sullivan
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Name: Timothy Sullivan
Title: Vice President and Controller
4.
Microelectronic Packaging, Inc.
Exhibit Index
to Form 8-K
Exhibit No. Description
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7(b)1 Introduction to Unaudited Pro Forma Condensed Financial
Information.
7(b)2 Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 1996.
7(b)3 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Year Ended December 31, 1995.
7(b)4 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Nine Months Ended September 30, 1996.
7(b)5 Notes to Unaudited Pro Forma Condensed Consolidated
Financial Information.
10.85 Press Release dated March 3, 1997