8-K 1 b46838pce8vk.txt PCD, INC. 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): MAY 20, 2003 PCD INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 0-27744 04-2604950 (State or other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2 TECHNOLOGY DRIVE, CENTENNIAL PARK, PEABODY, MA 01960-7977 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 978-532-8800 ITEM 3. BANKRUPTCY OR RECEIVERSHIP. On March 21, 2003, PCD Inc. (the "Company") and its domestic subsidiary, Wells-CTI, Inc. (together, the "Debtors") filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Massachusetts (the "Court") (case nos. 03-12310-CJK and 03-012309-CJK). The Debtors subsequently filed Plans of Reorganization, dated April 7, 2003, and Motions of Debtor for Approval of Nonmaterial Modification of Plan of Reorganization, dated May 19, 2003 (together, the "Plans") as well as Disclosure Statements, dated April 7, 2003 (the "Disclosure Statements"). On May 20, 2003, the Court entered orders confirming the Plans and approving the Disclosure Statements. Copies of these orders are attached as Exhibits 99.1 and 99.2 hereto. The Plans will become effective on June 5, 2003 (the "Effective Date"). Copies of the Plans as confirmed are attached as Exhibits 99.3 and 99.4 hereto. The material features of the Company's Plan are as follows (all capitalized terms used without definition shall have the meanings set forth in the Company's Plan): - Prior to the Effective Date, the Company shall have transferred the assets and operations of its Industrial/Avionics Division to Amphenol Corporation and paid the Holdback (as defined in the Asset Purchase Agreement) into escrow. - Any executory contract or unexpired lease which is not being assumed shall be deemed rejected as of May 20, 2003. - On the Effective Date, all securities, equity interests, notes, bonds, indentures, and other instruments or documents evidencing or creating any indebtedness, equity interest or obligation of the Company shall be extinguished and cancelled, and any obligations of the Company under any agreements, indentures or certificates of designation governing any securities, equity interests, notes, bonds, indentures and other instruments or documents creating any indebtedness, equity interest or obligation, shall be discharged. - According to the timeline set forth in the Plan, the Company shall, after funding the Disputed Claims Reserve and the Debtors' Reserve, (a) pay to Fleet as agent for the Class 1 Creditors, the Class 1 Creditor Payment Amount (if not already paid) and assign to the agent all right, title and interest in and to the Holdback in full satisfaction of the Class 1 Creditors' claims under the Secured Loan Agreement, subject to any rights of the Class 1 Creditors to post-Effective Date payments in accordance with the Plan; and (b) pay in full all Unclassified Claims and all Classified Claims in accordance with the Plan. - Any funds remaining in the Debtor's Reserve and all other property of the Company shall revert to Fleet as agent for the Class 1 Creditors. - The holders of the Equity Interests shall receive nothing for their interests or potential interests in the Company. - Following all distributions from the Debtor's Estate required under the Plan, the Company shall be dissolved and all funds and property remaining in the Company shall revert to Fleet as agent for the Class 1 Creditors. Immediately prior to the Effective Date, there will be 8,951,945 shares of common stock of the Company, 319,000 options, and 1,653,949 warrants to purchase common stock of the Company outstanding, for an aggregate total of 10,924,894 shares, assuming exercise of all options and warrants. No shares are reserved for future issuances in respect of claims and interests filed and allowed under the Plan. Immediately prior to the Effective date, the Company will have approximately 1,000 shareholders of record. As of April 30, 2003, the assets and liabilities of the Company were 13,927,501 and 46,673,088, respectively. Additional financial information concerning the Company (excluding our Japanese subsidiary) will be contained in the required Monthly Operating Statement for the period of May 1, 2003 to May 31, 2003 in a form prescribed by the office of the United States Trustee, to be filed on Form 8-K under separate cover. Copies of the Disclosure Statements are attached as Exhibits 99.5 and 99.6 hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Order Confirming Debtor's Plan of Reorganization and Approving Disclosure Statement dated May 20, 2003 (PCD Inc.) 99.2 Order Confirming Debtor's Plan of Reorganization and Approving Disclosure Statement dated May 20, 2003 (Wells-CTI, Inc.) 99.3 Plan of Reorganization (PCD Inc). 99.4 Plan of Reorganization (Wells-CTI, Inc.) 99.5 Disclosure Statement (PCD Inc.) 99.6 Disclosure Statement (Wells-CTI, Inc.) SIGNATURE 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. PCD INC. /s/ JOHN L. DWIGHT, JR. By: Name: John L. Dwight, Jr. Title: Chairman of the Board, President, and Chief Executive Officer Date: June 5, 2003 EXHIBIT INDEX

~~UNITED~~EXHIBIT ~~STATES~~NO. DESCRIPTION 99.1 Order Confirming Debtor's Plan of Reorganization and Approving Disclosure Statement dated May 20, 2003 (PCD Inc.) 99.2 Order Confirming Debtor's Plan of Reorganization and Approving Disclosure Statement dated May 20, 2003 (Wells-CTI, Inc.) 99.3 Plan of Reorganization (PCD Inc). 99.4 Plan of Reorganization (Wells-CTI, Inc.) 99.5 Disclosure Statement (PCD Inc.) 99.6 Disclosure Statement (Wells-CTI, Inc.)

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): May 15, 2003

PCD INC.

(Exact name of registrant as specified in its charter)

                   Massachusetts                             0-27744                            04-2604950      
            (State or other Jurisdiction                 (Commission                      (IRS Employer
                    of Incorporation)                         File Number)                   Identification No.)

        2 Technology Drive, Centennial Park, Peabody, MA                                       01960-7977          
      (Address of principal executive offices)                                                 (Zip Code)


Registrant's telephone number, including area code:  978-532-8800

ITEM 9. Regulation FD Disclosure.

On March 21, 2003, PCD Inc. (the "Company" or "PCD") and its domestic subsidiary, Wells-CTI, Inc. (together, the "Debtors") filed a petition for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Massachusetts (the "Court"). The Debtors remain in possession of their assets and properties, and continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Certain of the subsidiaries of the Company are not debtors (the "Non-Debtors") in this Chapter 11 proceeding. The Debtors as "debtors-in-possession" continue to operate the Non-Debtor businesses under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

PCD Inc. announced on May 2, 2003, that on May 1, 2003, Amphenol Corporation had completed the acquisition of substantially all of the assets and operations of PCD's Industrial/Avionics Division, headquartered in Peabody, MA, for approximately $14 million in cash, plus certain assumed liabilities, subject to further adjustments after the closing of the acquisition under the agreement between the companies.

In a separate announcement on May 7, 2003, PCD announced the completion of the acquisition of PCD's Wells-CTI Division by UMD Technology, Inc., headquartered in Phoenix, AZ, for $2.2 million in cash, plus certain assumed liabilities.

All proceeds from these transactions as well as any additional cash remaining in the Company will be used to pay creditors. The Company will then dissolve. There will be no distribution to shareholders.

On May 15, 2003, the Debtors filed with the Court their required Monthly Operating Statements for the period of March 30, 2003 to April 30, 2003 (the "Monthly Operating Statements") in a form prescribed by the office of the United States Trustee of the United States Department of Justice for the District of Massachusetts (the "United States Trustee"). Exhibit 99.1 to this Current Report contains the text of the Monthly Operating Statement for PCD Inc. filed with the Court. Exhibit 99.2 to this Current Report contains the text of the Monthly Operating Statement of Wells-CTI, Inc. filed with the Court. This Current Report (including the exhibits hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

The Company's informational filings with the Court, including the Monthly Operating Statements, are available to the public at the office of the Clerk of the Bankruptcy Court, 1101 O'Neill Federal Building, 10 Causeway Street, Boston, Massachusetts 02222-1074. The Monthly Operating Statements may be available electronically, for a fee, through the Court's Internet web site at http://www.mab.uscourts.gov/ (Cases No. 03-12310 and 03-12309).

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Statements as they were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company or other Debtor, or any other affiliate of the Company. The Monthly Operating Statements were not audited and are in a format prescribed by the office of the United States Trustee. However, in the opinion of the Company's management, the information reflects all adjustments necessary for a fair presentation of the results for the period presented in accordance with generally accepted accounting principles for interim financial statements, except that certain financial information contained in the Monthly Operating Statement for Wells-CTI, Inc. has been presented in accordance with instructions from the United States Trustee and not in accordance with generally accepted accounting principles for interim financial statements. A reconciliation of such financial presentation to generally accepted accounting principles is attached hereto as Exhibit 99.3. The Monthly Operating Statements should be read together with the audited consolidated financial statements in the Company's reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Monthly Operating Statements are complete. The Monthly Operating Statements contain unconsolidated information and information for periods which are shorter or otherwise different from those required in the Company's reports pursuant to the Exchange Act.

Certain statements in this Current Report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated in such statements due to a number of factors, including changes arising from the Debtors' Chapter 11 filings and the liquidation and distribution of their remaining assets in bankruptcy.

Additional factors that may affect the Company's business and financial results are also discussed from time to time in our other filings with the Securities and Exchange Commission, including in our Form 10-K for the year ended December 31, 2002. The forward-looking statements contained in this Current Report speak only as of the time the statements were given, and we do not undertake to revise those forward-looking statements to reflect events after the date of this Current Report.

In accordance with general instruction B.2 of Form 8-K, the information in this Current Report (including exhibits) is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, as amended or otherwise subject to liabilities of that section. This Current Report will not be deemed an admission as to the materiality of any information contained in this Current Report that is required to be disclosed solely by Regulation FD.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

99.1		Unaudited Monthly Operating Statement of PCD Inc., for the period of March 30, 2003 to April 30, 2003, filed with the United States Bankruptcy Court for the District of Massachusetts.
99.2		Unaudited Monthly Operating Statement of Wells-CTI, Inc., for the period of March 30, 2003 to April 30, 2003, filed with the United States Bankruptcy Court for the District of Massachusetts.
99.3		Reconciliation of Forms OPR 1,2,5 and 6 for Wells-CTI, Inc. from format submitted to U.S. Trustee to GAAP.

SIGNATURE

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.

	PCD INC.
	By:	/s/ JOHN L. DWIGHT, JR. Name: John L. Dwight, Jr. Title: Chairman of the Board, President, and Chief Executive Officer
Date: June 4, 2003

EXHIBIT INDEX

Exhibit No.		Description
99.1		Unaudited Monthly Operating Statement of PCD Inc., for the period of March 30, 2003 to April 30, 2003, filed with the United States Bankruptcy Court for the District of Massachusetts.
99.2		Unaudited Monthly Operating Statement of Wells-CTI, Inc., for the period of March 30, 2003 to April 30, 2003, filed with the United States Bankruptcy Court for the District of Massachusetts.
99.3		Reconciliation of Forms OPR 1,2,5 and 6 for Wells-CTI, Inc. from format submitted to U.S. Trustee to GAAP.

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