M&A: MICROPAC INDUSTRIES INC

Form Type: 15-12G

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000121465924021150

Comments: On December 30, 2024, Micropac Industries, Inc. completed a merger with Teledyne Technologies Incorporated and Harrier Merger Sub, Inc. As a result of this merger, Micropac Industries, Inc. became a wholly owned subsidiary of Teledyne Technologies Incorporated and was renamed Teledyne Micropac, Inc. The filing indicates that this termination of registration is in compliance with Sections 12(g) of the Securities Exchange Act of 1934, specifically reflecting the completion of the merger and cessation of filing obligations. The approximate number of holders of record as of the notice date was 1.

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Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000149315224052497

Comments: On December 30, 2024, Micropac Industries, Inc. (now Teledyne Micropac, Inc.) completed a merger with Teledyne Technologies Incorporated. Under the terms of the merger agreement signed on November 1, 2024, Micropac merged with Harrier Merger Sub, Inc., a wholly owned subsidiary of Teledyne, resulting in Micropac becoming a wholly owned subsidiary of Teledyne. All outstanding shares of Micropac's common stock were converted into the right to receive $20.00 per share. This transaction resulted in a change of control, with Micropac ceasing to exist as a standalone entity. Key executives Mark W. King and Patrick Cefalu, alongside several board members, resigned. The company's capitalization was also modified, with all outstanding common shares canceled and converted to cash under the merger consideration.

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Form Type: S-8 POS

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000149315224052500

Comments: On December 30, 2024, Micropac Industries, Inc. completed a merger with Teledyne Technologies Incorporated and its subsidiary Harrier Merger Sub, Inc. Following the merger, Micropac was renamed Teledyne Micropac, Inc. The document also details the deregistration of 500,000 shares of common stock under the Micropac Industries, Inc. 2023 Equity Incentive Plan, which were registered for issuance. The Registrant has terminated all offerings of its securities under existing registration statements due to this merger and is removing any unsold securities from registration. This filing serves to reflect these changes and to terminate the effectiveness of the prior registration statement.

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Form Type: CORRESP

Filing Date: 2024-12-02

Corporate Action: Merger

Type: Update

Accession Number: 000121465924019855

Comments: Micropac Industries, Inc. has responded to comments from the SEC regarding its Preliminary Merger Information Statement filed on November 12, 2024. This response includes an amendment (Amendment No. 1) submitted on December 2, 2024. The SEC's comments prompted Micropac to expand on the background of the merger, including details on which party initiated the deal, alternative strategic transactions considered by the Micropac Board, and negotiations related to the purchase price of $20.00 per share, as stipulated in the final Merger Agreement. The letter also addresses the financial advisor Mesirow's compensation and relationships with the company over the past two years, and seeks to clarify limitations on reliance for Mesirow's opinion. This information aims to enhance transparency and compliance with SEC regulations before the merger completion.

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