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): February 916, 2010

Merix Corporation

(Exact name of registrant as specified in its charter)

Oregon	1-33752	93-1135197
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


15725 SW Greystone Court Suite 200 Beaverton, Oregon		97006
(Address of principal executive offices)		(Zip Code)

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:

ýo 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~~Introductory ~~Suspension of Trading Under Registrant’s Employee Benefit Plans.~~Note

On February 916, 2010, Merix Corporation (the “~~Merix~~Company”) ~~sent~~completed ~~a notice to~~ its ~~directors~~merger ~~and~~(the ~~executive~~“Merger”) ~~officers~~with ~~informing~~Maple ~~them~~Acquisition Corp. ~~that~~(“Merger itSub”), noa ~~longer~~wholly ~~anticipates~~owned ~~the~~subsidiary ~~need~~of ~~for~~Viasystems aGroup, ~~blackout period~~ Inc. (~~the~~ “~~Blackout Period~~Viasystems”), ~~affecting~~whereby ~~directors~~Merger ~~and~~Sub ~~executive~~merged ~~officers~~with ofand ~~Merix~~into ~~who~~the ~~continue~~Company aswith the ~~directors~~Company orcontinuing ~~executive~~as ~~officers~~the ofsurviving ~~Viasystems~~corporation ~~Group,~~in ~~Inc. (“Viasystems”) after~~ the ~~closing~~Merger ofand ~~the~~as ~~merger~~a ~~between~~wholly owned ~~Merix~~subsidiary ~~and~~of Viasystems. ~~This~~The ~~notice~~ Merger was aneffected ~~update~~pursuant to an ~~earlier~~Agreement ~~notice~~and ~~which~~Plan ~~was~~of ~~sent~~Merger, todated ~~directors~~as ~~and~~of ~~executive officers~~October on6, ~~January~~2009 14(the “Merger Agreement”), ~~2010~~by and ~~reported~~among onthe aCompany, ~~Current~~Viasystems ~~Report~~and onMerger ~~Form~~Sub. ~~8-K~~The ~~filed~~following onevents ~~January~~took ~~14,~~place ~~2010.~~in connection with the consummation of the Merger:

~~The updated notice was provided~~Item ~~pursuant~~1.02 Termination ~~to Section 306(a)~~ of ~~the Sarbanes-Oxley Act of 2002 and~~ a ~~copy~~Material ~~of the~~Definitive ~~updated notice is attached hereto as Exhibit 99~~Agreement.~~1 and incorporated herein by reference.~~

~~Item~~ In connection with the consummation of the Merger, on February 16, 2010, the Company terminated the Loan Agreement and Security Agreement dated as of May 9, 2008, as amended on May 18, 2009 (the “Loan Agreement”), among the Company, Bank of America, N.01A., ~~Financial~~as ~~Statements~~Administrative Agent, and ~~Exhibits~~the lenders thereto, and other related documents. The Company paid a termination fee of $137,500. Outstanding principal and interest under the Loan Agreement totaled $77,066.57 and was paid in full at the termination of the Loan Agreement.

The agents and certain lenders under the Loan Agreement and their affiliates have in the past provided, and may in the future provide, investment banking, underwriting, lending, commercial banking and other advisory services to Merix and its subsidiaries. These parties have received, and may in the future receive, customary compensation from Merix or its subsidiaries for such services.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) on February 16, 2010 that each outstanding share of common stock, no par value per share, of the Company (“Common Stock”) (other than shares of Common Stock held by the Company, Viasystems and Merger Sub, and certain restricted shares granted to directors on August 7, 2009) was converted in the Merger into the right to receive 0.1119086 of a share of Viasystems common stock, and requested that Common Stock be delisted from NASDAQ as of the close of business on February 16, 2010. With respect to any fractional shares resulting from the conversion, each shareholder will receive $21.61 multiplied by the fractional share interest to which such holder is otherwise entitled.

Item 3.03 Material Modification to Rights of Security Holders.

On February 16, 2010, the Merger was consummated in accordance with the Merger Agreement. The Merger Agreement and related Plan of Merger were approved by the Company’s shareholders at a special meeting of the Company’s shareholders held on February 8, 2010. Under the terms of the Merger Agreement, each outstanding share of Common Stock (other than shares of Common Stock held by the Company, Viasystems and Merger Sub, and certain restricted shares granted to directors on August 7, 2009) was converted in the Merger into the right to receive 0.1119086 of a share of Viasystems common stock, and with respect to any resulting fractional shares, $21.61 multiplied by the fractional share interest to which such holder is otherwise entitled. Upon the effective time of the Merger, holders of Common Stock immediately prior to the effective time of the Merger ceased to have any rights as shareholders in the Company (other than their right to receive the merger consideration).

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2009, and is incorporated herein by reference.

On February 16, 2010, the Company entered into a First Supplemental Indenture with U.S. Bank National Association, as trustee (the “First Supplemental Indenture”), amending and supplementing the Indenture, dated as of May 16, 2006, between the parties relating to the Company’s 4% Convertible Senior Subordinated Notes Due 2013 (the “Notes”). Among other matters, the First Supplemental Indenture provides that holders will receive shares of Viasystems common stock and cash in lieu of fractional shares upon the conversion, if any, of their Notes under the Indenture in an amount equal to the number of shares of Viasystems common stock and cash in lieu of fractional shares that such holder would have received if such holder converted its Notes immediately prior to the merger. Under the First Supplemental Indenture, Viasystems has also irrevocably and unconditionally guaranteed all of the Company’s obligations under the Notes and the Indenture. A copy of the First Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

As a result of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Viasystems. The disclosure under Item 3.03 is incorporated herein by reference. Pursuant to the Merger Agreement, three former directors of the Company will join the board of directors of Viasystems as of the effective time of the Merger.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

As a result of the Merger, all of the directors of the Company immediately prior to the effective time of the Merger resigned from their position as director and any committees of which they were a member, as of the effective time of the Merger. These resignations were not a result of any disagreements between the Company and the current directors on any matter relating to the Company’s operations, policies or practices. Upon completion of the Merger, the directors of Merger Sub became the directors of the Company.

In addition, all officers of Merger Sub immediately prior to the effective time of the Merger became officers of the Company, as of the effective time of the Merger.

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s articles of incorporation were amended and restated in their entirety. The restated articles of incorporation of the Company are attached as Exhibit 3.1 hereto and incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, the bylaws of Merger Sub were amended and restated in their entirety. The amended and restated bylaws of the Company are attached as Exhibit 3.2 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Update to Important Notice to Directors and Officers of Merix Corporation Concerning the Expected Cancellation of Blackout Period and Regulation BTR Trading Restrictions, dated February 9, 2010.
3.1		Amended and Restated Articles of Incorporation of Merix Corporation.
3.2		Amended and Restated Bylaws of Merix Corporation.
4.1		First Supplemental Indenture, dated as of February 16, 2010 among Merix Corporation, Viasystems Group, Inc. and U.S. Bank National Association, as trustee.

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.

	Merix Corporation (Registrant)
Date: February 9, 2010	By:	/S/ Kelly E. Lang
Date: February 16, 2010	By:	/S/ Kelly E. Lang
		Kelly E. Lang
		Executive Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Update to Important Notice to Directors and Officers of Merix Corporation Concerning the Expected Cancellation of Blackout Period and Regulation BTR Trading Restrictions, dated February 9, 2010.
3.1		Amended and Restated Articles of Incorporation of Merix Corporation.
3.2		Amended and Restated Bylaws of Merix Corporation.
4.1		First Supplemental Indenture, dated as of February 16, 2010 among Merix Corporation, Viasystems Group, Inc. and U.S. Bank National Association, as trustee.

Exhibit 99.1

Update to Important Notice to Directors and Executive Officers

of Merix Corporation

Concerning the Expected Cancellation of Blackout Period

and Regulation BTR Trading Restrictions

The anticipated merger between Merix Corporation (“Merix”) and Viasystems Group, Inc. (“Viasystems”) will result in an exchange of Merix common stock for Viasystems common stock. Previously, we sent you a blackout notice (the “Blackout Notice”) 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 would, subject to certain exceptions, be prevented from buying or selling shares of Viasystems common stock (“Viasystems Shares”) during a “blackout period” that was expected to begin on or about February 9, 2010 and end during the week of February 14, 2010.

This notice is to notify you that the aforementioned “blackout period” is now not expected to occur.

The reason a blackout period was expected to occur, as provided in the Blackout Notice, 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 was originally expected to 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.

Merix now expects that a blackout period will not occur because the Plan restrictions are not expected to exceed a period of three consecutive business days. You will be notified directly in the event that the Plan restrictions do in fact exceed three consecutive business days, in which case a blackout period will occur.

Questions regarding the Blackout Notice, this updated notice or any blackout period that could apply to directors and executive officers (including questions regarding whether a blackout period is being imposed) 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 the Blackout Notice, this updated notice or any blackout period that could apply 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.

Filing Compare · MERIX CORP