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): January 14, 2010
Merix
Corporation
(Exact
name of registrant as specified in its charter)
Oregon
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1-33752
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93-1135197
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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15725
SW Greystone Court
Suite
200
Beaverton,
Oregon
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97006
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (503) 716-3700
N/A
(Former
name or former address if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
ý
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.04.
Temporary Suspension of Trading Under Registrant’s Employee Benefit
Plans.
On January 8, 2010, Merix Corporation
(“Merix”) received notice from the trustee/administrator of the Merix
Corporation 401(k) Profit Sharing Plan (the “Plan”) that certain restrictions
would be imposed on transactions by Plan participants involving the
Plan. Plan participants will be prevented from moving money in or out
of the Merix Stock Fund, changing funds within the Merix Stock Fund in which a
participant invests money, and changing how much of each paycheck is invested in
the Merix Stock Fund. In addition, the following general restrictions
will be imposed: Plan participants will be restricted from changing the address
on their account, requesting a loan, making unscheduled loan repayments, and
requesting withdrawals or distributions. The Plan restriction period is being
implemented to provide for the conversion of shares of Merix common stock into
shares of common stock of Viasystems Group, Inc. (“Viasystems”) held by the
Merix Stock Fund contingent upon the closing of the acquisition of Merix by
Viasystems.
On January 14, 2010, Merix sent a
notice to its directors and executive officers informing them that, as a result
of such Plan restrictions, a blackout period will be imposed on them if they
continue as directors or executive officers of Viasystems after the closing of
the acquisition, and if imposed, they will be subject to certain trading
restrictions with respect to Viasystems common stock acquired in connection with
their service as a director or an executive officer of Merix or Viasystems,
subject to certain limited exceptions. The blackout period is
expected to begin on or about February 9, 2010 and end during the
week of February 14, 2010.
During
the blackout period applicable to affected directors and executive officers,
such directors or other interested parties may obtain, without charge, the
actual beginning and ending dates of the blackout period by calling a Vanguard
Participant Services associate Monday through Friday from 5:30 a.m. to 6 p.m.,
Pacific time, at (800)523-1188. For a period of two years after the
ending date of the blackout period, a Merix security holder or other interested
party may obtain, without charge, the actual beginning and ending date of the
blackout period and may direct other inquiries about the blackout period to
Bailey Hurley, Viasystems Group, Inc. at (314) 719-1838. Prior to the
closing of the acquisition of Merix, inquiries about the blackout period may be
directed to Kelly Lang, Merix Corporation at (503) 716-3650.
A copy of the blackout notice to
directors and executive officers of Merix, which includes the information
required by Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Blackout
Notice to Directors and Executive Officers of Merix Corporation dated
January 14, 2010.
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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 hereunto
duly authorized.
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Merix
Corporation
(Registrant)
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Date:
January 14, 2010
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By:
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/s/ Michael D. Burger
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Michael D. Burger
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President and
Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Blackout
Notice to Directors and Executive Officers of Merix Corporation dated
January 14, 2010.
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Exhibit
99.1
Important
Notice to Directors and Executive Officers
of
Merix Corporation
Concerning
the Possible Blackout Period and Regulation BTR Trading
Restrictions
The
merger between Merix Corporation (“Merix”) and Viasystems Group, Inc.
(“Viasystems”), which is expected to occur in early February, will result in an
exchange of Merix common stock for Viasystems common stock. This
blackout notice (“Blackout Notice”) is being provided in order to notify you
that directors and executive officers of Merix who continue as directors or
executive officers of Viasystems after the closing of the merger will, subject
to certain exceptions, be prevented from buying or selling shares of Viasystems
common stock (“Viasystems Shares”) during a “blackout period” that is expected
to begin on or about February 9, 2010 and end during the week of February 14,
2010.
The
reason for the blackout period is that Section 306(a) of the Sarbanes-Oxley Act
and Regulation BTR (
i.e.
,
the Blackout Trading Restriction), promulgated by the Securities and Exchange
Commission, generally require a blackout period to be imposed during which
directors and executive officers are subject to trading restrictions if 50% or
more of the participants in all individual account plans of an issuer are
prohibited from engaging in transactions with respect to the issuer’s equity
securities in their plan accounts for more than three consecutive business
days. The Blackout Trading Restriction also generally requires that
we provide you and the Securities and Exchange Commission (the “SEC”) with
advance notice of such a blackout period.
In
this case, a blackout period will occur because the trustee/administrator of the
Merix Corporation 401(k) Profit Sharing Plan (the “Plan”) will impose
restrictions on transactions by Plan participants in order to provide for the
conversion of shares of Merix common stock held by the Merix Stock Fund into
Viasystems Shares contingent upon the closing of the merger between Merix and
Viasystems. Plan participants will be prevented from moving money in
or out of the Merix Stock Fund, changing funds within the Merix Stock Fund in
which a participant invests money and changing how much of each paycheck is
invested in the Merix Stock Fund. In addition, the following general
restrictions will be imposed: Plan participants will be restricted from changing
the address on their account, requesting a loan, making unscheduled loan
repayments and requesting withdrawals or distributions.
During
the blackout period, whether or not you participate in the Plan, your ability to
exercise Viasystems stock options (if any) or otherwise trade in Viasystems
Shares will be restricted. Specifically, you will be prohibited from
directly or indirectly purchasing, selling, acquiring or transferring any
Viasystems Share or derivative security with respect to Viasystems Shares
acquired in connection with your service or employment as a director or an
executive officer of Merix or Viasystems.
The
trading restrictions will not apply to Viasystems Shares that were not acquired
in connection with your service or employment as a director or an executive
officer of Merix or Viasystems. You should note, however, that there
is a rebuttable presumption that any Viasystems Shares sold during a blackout
period are not exempt from the rule (
i.e.
,
you will bear the burden of proving that the securities were not “acquired in
connection with service or employment”). In addition, the SEC’s rules
provide a limited number of exemptions from the trading restriction; most
notably these include bona fide gift transactions and purchases or sales under
qualified “10b5-1 plans”. We strongly recommend that you consult with
Viasystems before entering into any transaction in Viasystems Shares during the
blackout period.
As
noted above, the blackout period is expected to begin on or about February 9,
2010 and end during the week of February 14, 2010. You will be
notified directly in the event that there are changes to these
dates.
Questions
regarding this Blackout Notice or the blackout period that will apply to
directors and executive officers (including questions regarding when the
blackout period has ended) from and after the closing of the merger may be
directed to:
Bailey
Hurley
Viasystems
Group, Inc.
101
South Hanley Road, Suite 400
St.
Louis, Missouri 63105
(314)
719-1838
Prior
to the closing of the merger, inquires regarding this Blackout Notice or the
blackout period may be directed to:
Kelly
Lang
Merix
Corporation
15725
SW Greystone Court, Suite 200
Beaverton,
Oregon 97006
(503)
716-3650
Important
Legal Information
No
statement in this document is an offer to purchase or a solicitation of an offer
to sell securities.