-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N2n2eBs76CLSg+WLhkgjv+Be32TA6/pLduYy9ufNNudqYRUtRBEUTSWjfBfy6Hmf 5ZRKITjLLGViZVtPEPWaaQ== 0000950134-03-016005.txt : 20031203 0000950134-03-016005.hdr.sgml : 20031203 20031203084448 ACCESSION NUMBER: 0000950134-03-016005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031203 ITEM INFORMATION: Other events FILED AS OF DATE: 20031203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KONTRON MOBILE COMPUTING INC CENTRAL INDEX KEY: 0000912643 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 411731723 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-18335 FILM NUMBER: 031033873 BUSINESS ADDRESS: STREET 1: 7631 ANAGRAM DRIVE CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 952.974.7000 MAIL ADDRESS: STREET 1: 7631 ANAGRAM DRIVE CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: FIELDWORKS INC DATE OF NAME CHANGE: 19960729 8-K 1 c81392e8vk.txt FORM 8-K 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): December 3, 2003 Kontron Mobile Computing, Inc. (Exact name of Registrant as Specified in its Charter) Minnesota (State or Other Jurisdiction of Incorporation) 0-22221 41-1731723 (Commission File Number) (IRS Employer Identification No.) 7631 Anagram Drive Eden Prairie, Minnesota 55344 (Address of Principal Executive Offices and Zip Code) (952) 974-7000 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. In a press release issued on December 3, 2003, the Registrant announced that it has received an offer from Kontron AG expressing the interest of Kontron AG to acquire all of the shares of Registrant's common stock not currently owned or controlled by Kontron AG. Kontron AG offers to pay $0.45 per share of common stock. According to its most recent filings with the Securities and Exchange Commission, Kontron AG owns 7,694,492 shares of the Registrant's common stock, out of a total of 14,952,926 shares of common stock currently outstanding, and all of the outstanding 4,750,000 shares of the Registrant's Series B and Series C Convertible Participating Preferred Stock, which are convertible into 5,468,750 shares of common stock. The Registrant's board of directors has formed a special committee comprised solely of independent directors to review the offer from Kontron AG. The special committee is currently in the process of identifying an investment banking firm to have Kontron AG's offer evaluated and assessed in comparison to the Registrant's value as a going concern. The full text of the press release is set forth in Exhibit 99 attached hereto and incorporated in this Report as if fully set forth herein. 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. KONTRON MOBILE COMPUTING, INC. By /s/ Thomas Sparrvik ------------------------------- Date: December 3, 2003 Thomas Sparrvik Chief Executive Officer EXHIBIT INDEX Kontron Mobile Computing, Inc. Form 8-K Current Report
Exhibit Number Description - -------------- ------------------------------------ 99 Press release dated December 3, 2003
EX-99 3 c81392exv99.txt PRESS RELEASE EXHIBIT 99 Investor Contact: RoseMary Luebke Controller 952.974.7000 rosie.luebke@kontronmobile.com KONTRON MOBILE COMPUTING RECEIVES OFFER FROM MAJORITY SHAREHOLDER EDEN PRAIRIE, Minn. -- (December 3, 2003) -- Kontron Mobile Computing, Inc. (OTC BB: KMBC), today announced that it has received an offer from Kontron AG expressing the interest of Kontron AG to acquire all of the shares of common stock of Kontron Mobile Computing, Inc. (KMC) that are not currently owned or controlled by Kontron AG. Kontron AG offers to pay $0.45 per share of KMC common stock. Kontron AG is the majority shareholder of KMC. According to its most recent filings with the Securities and Exchange Commission, Kontron AG owns 7,694,492 shares of KMC's common stock, out of a total of 14,952,926 shares of KMC common stock currently outstanding, and all of the outstanding 4,750,000 shares of KMC's Series B and Series C Convertible Participating Preferred Stock, which are convertible into 5,468,750 shares of common stock. KMC's board of directors has formed a special committee to deal with the offer from Kontron AG. The special committee is currently in the process of identifying an investment banking firm to have Kontron AG's offer evaluated and assessed in comparison to KMC's value as a going concern. -----END PRIVACY-ENHANCED MESSAGE-----