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): March 12, 2010
TTM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
0-31285
|
|
91-1033443 |
|
|
|
|
|
(State or other
Jurisdiction of
Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
|
|
|
2630 South Harbor Boulevard, Santa Ana, CA
|
|
92704 |
|
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (714) 327-3000
(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:
þ |
|
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 5.07. Submission of Matters to a Vote of Security Holders.
On March 12, 2010, TTM Technologies, Inc., a Delaware corporation (the Company), held a special
meeting of stockholders (the Special Meeting) to consider and vote upon a proposal (the
Proposal) to approve the issuance of 36,334,000 shares of the Companys common stock in
connection with the proposed acquisition of certain companies engaged in the printed circuit board
business pursuant to the terms of a Stock Purchase Agreement, dated as of November 16, 2009, among
the Company, Meadville Holdings Limited, MTG Investment (BVI) Limited, TTM Technologies
International, Inc., and TTM Hong Kong Limited.
Only the stockholders of record at the close of business on February 1, 2010 (the Record Date)
were entitled to vote at the Special Meeting. As of the Record Date, there were outstanding
43,186,855 shares of the Companys common stock. 37,114,458 shares were represented in person or by
proxy at the Special Meeting, which constituted a quorum to conduct business at the Special
Meeting.
The results of the vote to approve the Proposal were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
BROKER |
FOR |
|
AGAINST |
|
ABSTENTIONS |
|
NON-VOTES |
36,854,622
|
|
77,370
|
|
182,466
|
|
0 |
The Proposal received the necessary vote in favor to be adopted by the Companys stockholders at
the Special Meeting.
On March
9, 2010 (Hong Kong time), at a general meeting of the shareholders of
Meadville Holdings Limited, the requisite shareholders adopted a
resolution approving the proposed acquisition.