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): June 3, 2004
BRIGHTPOINT, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1778566 0-23494
(State or other jurisdiction (IRS Employer (Commission
of incorporation or organization) Identification No.) File Number)
501 Airtech Parkway
Plainfield, Indiana 46168
(Address of principal executive offices and zip code)
(317) 707-2355
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
Effective June 3, 2004, Brightpoint, Inc., a Delaware corporation
("Brightpoint Delaware"), merged with and into its wholly-owned subsidiary,
Brightpoint Indiana Corp., an Indiana corporation ("Brightpoint Indiana"). The
purpose of the merger was to change the state of incorporation of Brightpoint
Delaware from Delaware to Indiana. The merger was effected pursuant to that
certain Plan and Agreement of Merger, dated April 23, 2004 (the "Merger
Agreement"), which was approved and adopted by the stockholders of Brightpoint
Delaware at the Annual Meeting of Shareholders held on June 3, 2004. Articles of
Merger were filed with the Secretary of State of Indiana on June 3, 2004, and a
Certificate of Merger was filed with the Secretary of State of Delaware on that
same date.
Pursuant to the Merger Agreement, Brightpoint Indiana restated its Articles
of Incorporation and changed its name to "Brightpoint, Inc." On the effective
date of the merger, the issued and outstanding shares of Common Stock, par value
$0.01 per share, of Brightpoint Delaware automatically converted into shares of
the Common Stock, par value $0.01 per share, of Brightpoint Indiana on a
one-for-one basis, and Brightpoint Indiana succeeded to all the assets,
liabilities and business of Brightpoint Delaware. The stockholders of
Brightpoint Delaware were not required to surrender their certificates of Common
Stock of Brightpoint Delaware, and replacement certificates representing shares
of Brightpoint Indiana Common Stock will be issued in exchange therefor upon
presentment. Additionally, at the effective time of the merger, Brightpoint
Indiana assumed Brightpoint Delaware's 1994 Stock Option Plan, 1996 Stock Option
Plan, Non-Employee Director Stock Option Plan, 2004 Long-Term Incentive Plan,
Employee Stock Purchase Plan and Amended and Restated Independent Director Stock
Compensation Plan and options and all obligations of Brightpoint Delaware under
such plans. Brightpoint Delaware's other employee benefit plans and arrangements
will also be continued by Brightpoint Indiana upon the same terms and subject to
the same conditions. Brightpoint Indiana assumed Brightpoint Delaware's
obligations under its Rights Plan, and the preferred share purchase rights will
continue to be in effect in relation to the Brightpoint Indiana Common Stock.
The merger did not result in any change in the business, management,
location of the principal executive offices, assets, liabilities or
stockholders' equity of Brightpoint Delaware.
As a result of the merger, Brightpoint Indiana became the successor
corporation to Brightpoint Delaware under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), with respect to its Common Stock and its
preferred share purchase rights, and will succeed to Brightpoint Delaware's
reporting obligations thereunder. Pursuant to Rule 12g-3 promulgated under the
Exchange Act, the Common Stock and preferred share purchase rights of
Brightpoint Indiana are deemed to be registered under Section 12(b) of the
Exchange Act.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Because Brightpoint Indiana was a wholly-owned subsidiary of
Brightpoint Delaware, the Registrant is not required to provide
financial statements of Brightpoint Indiana with respect to the
merger.
(b) Pro forma financial information
Because Brightpoint Indiana was a wholly-owned subsidiary of
Brightpoint Delaware, the Registrant is not required to provide pro
forma financial information with respect to the merger.
(c) Exhibits
2.1 Plan and Agreement of Merger between Brightpoint, Inc. and
Brightpoint Indiana Corp., dated April 23, 2004. (Incorporated by
reference to Appendix E to the Registrant's Proxy Statement dated
April 26, 2004 relating to its Annual Stockholders meeting held
June 3, 2004).
3.1 Restated Articles of Incorporation of Brightpoint, Inc. (formerly
Brightpoint Indiana Corp.).
3.2 Amended and Restated By-Laws of Brightpoint, Inc. (formerly
Brightpoint Indiana Corp.).
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.
BRIGHTPOINT, INC.
Dated: June 3, 2004 By: /s/ STEVEN E. FIVEL
-----------------------------------------
Steven E. Fivel, Executive Vice President
and General Counsel
INDEX TO EXHIBITS
Exhibit
No. Description
------- -----------
2.1 Plan and Agreement of Merger between
Brightpoint, Inc. and Brightpoint Indiana
Corp, dated April 23, 2004. (Incorporated
by reference to Appendix E to Brightpoint, Inc.'s
Proxy Statement dated April 26, 2004 relating
to its Annual Stockholders meeting held June 3,
2004).
3.1 Restated Articles of Incorporation of Brightpoint, Inc.
(formerly Brightpoint Indiana Corp.)
3.2 Amended and Restated By-Laws of Brightpoint, Inc.
(formerly Brightpoint Indiana Corp.)