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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)
January 22, 2001
CENTENNIAL TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-12912 04-2978400
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification Number)
7 Lopez Road, Wilmington, Massachusetts 01887
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (978) 988-8848
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ITEM 5. OTHER EVENTS
On January 22, 2001, Centennial Technologies, Inc. ("Centennial")
entered into a definitive merger agreement with Solectron Corporation
("Solectron") whereby Solectron will merge with a wholly-owned subsidiary of
Solectron. Under the terms of the merger agreement, Solectron will issue or
reserve for issuance upon the exercise of assumed stock options approximately
2.96 million shares of Solectron common stock in exchange for all of
Centennial's fully diluted equity, including all outstanding Centennial stock
options to be assumed by Solectron in connection with the transaction. Based
upon the average closing price of Solectron common stock for the week ending
January 19th, net of the proceeds from the exercise of stock options, the net
purchase price of the transaction will be approximately $108 million. Using
Centennial's current capitalization and assuming conversion of Centennial's
outstanding convertible preferred stock, the exchange ratio for the transaction
is expected to be approximately 0.536 shares of Solectron common stock for each
share of Centennial common stock. The transaction will be accounted for as a
purchase and is expected to close during the second quarter of calendar year
2001. The completion of the transaction is subject to governmental approvals,
including antitrust clearance, approval of the transaction by Centennial's
stockholders and other customary closing conditions. In addition, on January 23,
2001, Centennial and Solectron issued the joint press release announcing the
entering into of the merger agreement, attached hereto as Exhibit 99.2, and
which is expressly incorporated herewith in its entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99.1 - Agreement and Plan of Merger and Reorganization by and
among Solectron Corporation, Centers Acquisition Corporation and Centennial
Technologies, Inc., dated as of January 22, 2001 (excluding schedules and
exhibits, which the Registrant agrees to furnish suplementally to the Commission
upon request)
Exhibit 99.2 - Joint Press Release of Solectron Corporation and
Centennial Technologies, Inc., dated January 23, 2001
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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 thereunto duly authorized.
CENTENNIAL TECHNOLOGIES, INC.
Date: January 26, 2001 By: /s/ Richard J. Pulsifer
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Richard J. Pulsifer
Vice President, Chief Financial
Officer and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Agreement and Plan of Merger and Reorganization by and among
Solectron Corporation, Centers Acquisition Corporation and
Centennial Technologies, Inc., dated as of January 22, 2001
(excluding schedules and exhibits, which the Registrant agrees to
furnish suplementally to the Commission upon request)
Exhibit 99.2 Joint Press Release of Solectron Corporation and Centennial
Technologies, Inc., dated January 23, 2001
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