FORM 8K File:20040927A-FY05Q1
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) :       September 27, 2004      

 

RICHARDSON ELECTRONICS, LTD.

(Exact name of registrant as specified in its charter)
 

               Delaware               

  

               0-12906               

  

               36-2096643               

(State or other jurisdiction

  

(Commission

  

(IRS Employer

of incorporation)

  

File Number)

  

Identification No.)
 

40W267 Keslinger Road, P.O. Box 393, LaFox, Illinois

  

               60147-0393               

(Address of principal executive offices)

  

(Zip Code)
 

Registrant's telephone number, including area code:

  

            (630) 208-2200            
 

                                                                                                                     

(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 (see General Instruction A.2. below):

[X]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Item 8.01 Other Events

 

For Immediate Release
For Details, Please Contact:
Ed Richardson
Dario Sacomani
Chairman and Chief Exective Officer
Richardson Electronics, Ltd.
Senior Vice President and Chief Financial Officer
Richardson Electronics, Ltd.
Phone: (630)208-2340
E-mail: info@rell.com

Richardson Withdraws Debt Exchange Offer

LaFox, IL, Monday September 27, 2004:  Richardson Electronics, Ltd. (NASDAQ: RELL) today reported that it has filed a request with the Securities and Exchange Commission (“SEC”) for the withdrawal of its Registration Statement on Form S-4 (File No. 333-113569), as amended, together with all exhibits. The registration statement related to a proposed offer to exchange new convertible debt securities for the Company’s outstanding 81/4 % Senior Subordinated Debentures and 71/4 % Subordinated Debentures.
 
The Company requested to withdraw its registration statement due to unfavorable market conditions and other factors.

About Richardson Electronics

Richardson Electronics, Ltd. is a global provider of “engineered solutions,” serving the RF and wireless communications, industrial power conversion, security and display systems markets. The Company delivers engineered solutions for its customers’ needs through product manufacturing, systems integration, prototype design and manufacture, testing and logistics. Press announcements and other information about Richardson are available on the World Wide Web at http://www.rell.com/investor.asp.

 

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.

 

 

RICHARDSON ELECTRONICS, LTD.

Date:   September 27, 2004  

By: /s/  DARIO SACROMANI            

 
Name: Dario Sacromani
Title:    Senior Vice President and
            Chief Financial Officer