Filed By
Merix Corporation
Pursuant
to Rule 425 Under the Securities Act of 1933
And
Deemed Filed Pursuant to Rule 14a-6
Under the
Securities Exchange Act of 1934
Registration
Statement No. 333-163040
Subject
Company: Merix Corporation
Commission
File No. 001-33752
E-mail
distribution – January 14, 2010
Important
Notice to Directors and Executive Officers
of
Merix Corporation
Concerning
the Possible Blackout Period and Regulation BTR Trading
Restrictions
The
merger between Merix Corporation (“Merix”) and Viasystems Group, Inc.
(“Viasystems”), which is expected to occur in early February, will result in an
exchange of Merix common stock for Viasystems common stock. This
blackout notice (“Blackout Notice”) is being provided in order to notify you
that directors and executive officers of Merix who continue as directors or
executive officers of Viasystems after the closing of the merger will, subject
to certain exceptions, be prevented from buying or selling shares of Viasystems
common stock (“Viasystems Shares”) during a “blackout period” that is expected
to begin on or about February 9, 2010 and end during the week of February 14,
2010.
The
reason for the blackout period is that Section 306(a) of the Sarbanes-Oxley Act
and Regulation BTR (
i.e.
, the Blackout Trading
Restriction), promulgated by the Securities and Exchange Commission, generally
require a blackout period to be imposed during which directors and executive
officers are subject to trading restrictions if 50% or more of the participants
in all individual account plans of an issuer are prohibited from engaging in
transactions with respect to the issuer’s equity securities in their plan
accounts for more than three consecutive business days. The Blackout
Trading Restriction also generally requires that we provide you and the
Securities and Exchange Commission (the “SEC”) with advance notice of such a
blackout period.
In this
case, a blackout period will occur because the trustee/administrator of the
Merix Corporation 401(k) Profit Sharing Plan (the “Plan”) will impose
restrictions on transactions by Plan participants in order to provide for the
conversion of shares of Merix common stock held by the Merix Stock Fund into
Viasystems Shares contingent upon the closing of the merger between Merix and
Viasystems. Plan participants will be prevented from moving money in
or out of the Merix Stock Fund, changing funds within the Merix Stock Fund in
which a participant invests money and changing how much of each paycheck is
invested in the Merix Stock Fund. In addition, the following general
restrictions will be imposed: Plan participants will be restricted from changing
the address on their account, requesting a loan, making unscheduled loan
repayments and requesting withdrawals or distributions.
During
the blackout period, whether or not you participate in the Plan, your ability to
exercise Viasystems stock options (if any) or otherwise trade in Viasystems
Shares will be restricted. Specifically, you will be prohibited from
directly or indirectly purchasing, selling, acquiring or transferring any
Viasystems Share or derivative security with respect to Viasystems Shares
acquired in connection with your service or employment as a director or an
executive officer of Merix or Viasystems.
The
trading restrictions will not apply to Viasystems Shares that were not acquired
in connection with your service or employment as a director or an executive
officer of Merix or Viasystems. You should note, however, that there
is a rebuttable presumption that any Viasystems Shares sold during a blackout
period are not exempt from the rule (
i.e.
, you will bear the
burden of proving that the securities were not “acquired in connection with
service or employment”). In addition, the SEC’s rules provide a
limited number of exemptions from the trading restriction; most notably these
include bona fide gift transactions and purchases or sales under qualified
“10b5-1 plans”. We strongly recommend that you consult with
Viasystems before entering into any transaction in Viasystems Shares during the
blackout period.
As noted
above, the blackout period is expected to begin on or about February 9, 2010 and
end during the week of February 14, 2010. You will be notified
directly in the event that there are changes to these dates.
Questions
regarding this Blackout Notice or the blackout period that will apply to
directors and executive officers (including questions regarding when the
blackout period has ended) from and after the closing of the merger may be
directed to:
Bailey
Hurley
Viasystems
Group, Inc.
101 South
Hanley Road, Suite 400
St.
Louis, Missouri 63105
(314)
719-1838
Prior to
the closing of the merger, inquires regarding this Blackout Notice or the
blackout period may be directed to:
Kelly
Lang
Merix
Corporation
15725 SW
Greystone Court, Suite 200
Beaverton,
Oregon 97006
(503)
716-3650
Important
Legal Information
No
statement in this document is an offer to purchase or a solicitation of an offer
to sell securities.
Important
Merger Information and Additional Information
This
document does not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval. In connection with
the proposed transaction, Viasystems and Merix will file relevant materials with
the Securities and Exchange Commission (the
“SEC”). Viasystems has filed, and the SEC has declared effective, a
Registration Statement on Form S-4 that includes a proxy statement of Merix and
which also constitutes a prospectus of Viasystems. Merix will mail
the proxy statement/prospectus to its shareholders.
Investors are urged to read the
definitive proxy statement/prospectus regarding the proposed transaction because
it contains important information.
The definitive proxy
statement/prospectus and other documents that have or will be filed by
Viasystems and Merix with the SEC will be available free of charge at the SEC’s
website, www.sec.gov, or by directing a request when such a filing is made to
Merix Corporation, 15725 SW Greystone Court, Suite 200, Beaverton Oregon 97006,
Attention: Investor Relations or by directing a request when such a filing is
made to Viasystems Group, Inc., 101 South Hanley Road, Suite 400, St. Louis,
Missouri 63105, Attention: Investor Relations.
Participants in
Solicitation
Viasystems,
Merix, their respective directors and certain of their executive officers may be
considered participants in the solicitation of proxies in connection with the
proposed transaction. Information about the directors and executive
officers of Merix is set forth in Merix’s definitive proxy statement, which was
filed with the SEC on August 26, 2009. Information about the
directors and executive officers of Viasystems is set forth in the Form 10-K of
Viasystems, Inc., which was filed with the SEC on March 30,
2009. Investors may obtain additional information regarding the
interests of such participants by reading the definitive proxy
statement/prospectus Merix filed with the SEC on January 4, 2010.
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