content: <PAGE>
   
                         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 16, 1996  
                                                     --------------------
  
  
                          MICROELECTRONIC PACKAGING, INC.
                          -------------------------------
                 (Exact name of registrant as specified in charter)
   
   
           CALIFORNIA                      0-23562               94-3142624
  -------------------------------        -----------         ------------------
  (State or other jurisdiction           (Commission           (IRS Employer
       of incorporation)                 File Number)        Identification No.)
   
  
  9350 TRADE PLACE, SAN DIEGO, CALIFORNIA                              92126
  -----------------------------------------------------------------  ---------
  (Address of principal executive offices)                           (Zip Code)
  
  
  
  Registrant's telephone number, including area code    (619) 530-1660
                                                        --------------
  
  
                                        N/A
                                        ---
           (Former name or former address, if changed since last report.)
  <PAGE>
   
  Item 5.  Other Events.
  
           As reported on a current report on Form 8-K filed with the Securities
  and Exchange Commission on October 28, 1996, on October 24, 1996,
  Microelectronic Packaging, Inc. ("MPI" or the "Company") entered into
  subscription agreements ("Subscription Agreements") with Dusseldorf Securities
  Limited ("Dusseldorf") and various other offshore investors (collectively, the
  "Purchasers"), the form of which is on file with the Securities and Exchange
  Commission and is incorporated herein by reference. Pursuant to the terms of the
  Subscription Agreements, MPI issued a series of convertible debentures (the
  "Debentures") to the Purchasers at an aggregate purchase price of U.S. $2.8
  million, which Debentures have terms of one year and bear interest at the rate
  of 8.0% per annum. This offering was not registered under the Securities Act of
  1933, as amended, pursuant to the exemption provided by Regulation S promulgated
  thereunder. The outstanding principal under the Debentures will be due and
  payable in full at the end of the one-year term; however, subject to certain
  limitations as originally set forth in the Debentures and described below, on or
  after December 7, 1996, the outstanding principal under the Debentures may be
  converted at each Purchaser's option into shares of the Company's Common Stock.
  The number of shares of the Company's Common Stock issuable to the Purchasers
  upon such conversion will be the amount of principal outstanding divided by the
  lesser of 80% of the average of the closing bid price of the Company's Common
  Stock as reported by Nasdaq National Market for the three consecutive trading
  days immediately preceding the date of conversion or 110% of the closing bid
  price of the Company's Common Stock as reported by Nasdaq National Market on
  October 23, 1996. MPI also issued a warrant (the "Warrant") to Dusseldorf to
  purchase 75,421 shares of the Company's Common Stock. The exercise price of the
  Warrant is the lesser of the average price at which the Debentures are converted
  into the Company's Common Stock, or 110% of the closing bid price of the
  Company's Common Stock as reported by Nasdaq National Market on October 23,
  1996. The Warrant is exercisable on or after December 7, 1996 and remains
  exercisable until October 23, 1997. The Debentures, as originally issued on
  October 23, 1996, could not be converted into shares of Common Stock if such
  conversion would result in the issuance by the Company of more than 19.9% of the
  Company's outstanding Common Stock as of October 23, 1996, including shares
  issuable upon exercise of the Warrant (whether such Warrant has been exercised
  or not)(the "19.9% Limit"). The Company was required to redeem all outstanding
  principal amounts under the Debentures that could not be converted (because such
  conversion would exceed the 19.9% Limit) at 120% of such outstanding principal
  amount (the "Premium"). Under current Securities and Exchange Commission
  regulations, such shares of the Company's Common Stock may be offered and sold
  in the United States trading markets at the earliest 40 days after the issuance
  of the Debentures and the Warrant.
  
           On December 3, 1996, the Company obtained approval from the Nasdaq
  Stock Market, Inc. for an exemption from the shareholder approval provisions of
  Rule 4460(i) of the Rules of The Nasdaq Stock Market, which exemption allowed
  the Company to eliminate the 19.9% Limit without shareholder approval. On
  December 16, 1996, the Purchasers agreed to amend the Debentures to eliminate
  the 19.9% Limit and to eliminate the Company's obligation to pay the Premium.
  The form of the amendment is attached hereto as Exhibit 10.84 and is
  incorporated herein by this reference.
  
           On December 13, 1996, certain of the Purchasers notified the Company 
  that they intended to convert Debentures totalling six hundred thousand dollars 
  ($600,000.00) into shares of the Company's Common Stock.  The conversion price 
  of these Debentures was seventy-two cents ($0.72)(eighty percent (80%) of the 
  average bid price of the Company's Common Stock on the three days preceeding 
  December 13, 1996).  Upon conversion, these Purchasers were issued eight hundred
  and thirty-three thousand three hundred and thirty-four (833,334) shares of the 
  Company's Common Stock.
  
           On December 23, 1996, certain of the Purchasers again notified the 
  Company that they intended to convert Debentures totalling three hundred
  thousand dollars ($300,000.00) into shares of the Company's Common Stock. The
  conversion price of these Debentures was $0.63336 (eighty percent (80%) of the
  average bid price of the Company's Common Stock on the three days preceeding
  December 23, 1996). These Purchasers were issued four hundred and seventy-three
  thousand six hundred and sixty-four (473,664) shares of the Company's Common
  Stock. 
  
           On January 3, 1997 and January 8, 1997, certain of the Purchasers again
  notified the Company that they intended to convert Debentures totalling one 
  hundred and fifty thousand dollars ($150,000.00) into shares of the Company's 
  Common Stock. The conversion price for these Debentures was seventy-six cents 
  ($0.76) (eighty percent (80%) of the average bid price of the Company's Common 
  Stock on the three days preceeding January 3, 1997, which is the same as eighty 
  percent (80%) of the average bid price of the Company's Common Stock on the 
  three days preceeding January 8, 1997). These Purchasers were issued one hundred
  and ninety-seven thousand three hundred and sixty-eight (197,368) shares of the 
  Company's' Common Stock.
  
           Were the Purchasers to convert the remaining one million seven
  hundred and fifty thousand dollars ($1,750,000.00) of Debentures outstanding at
  a conversion price of $0.63336 (which is the lowest conversion price to date),
  such Purchasers they would be entitled to an additional two million seven
  hundred and sixty-three thousand and forty-one (2,763,041) shares.
  
           The existence and conversion of the Debentures and the existence and
  exercise of the Warrant into shares of the Company's Common Stock without the
  19.9% Limit will significantly dilute any earnings per share amounts and
  significantly dilute the ownership interests of MPI's other shareholders.
  
  Item 7.  Financial Statements and Exhibits
  
       (a) Financial Statements of Businesses Acquired.  None.
           -------------------------------------------        
  
       (b) Pro Forma Financial Information.  None.
           -------------------------------        
  
       (c) Exhibits.  The following document is filed as an exhibit to the report:
           --------                                                               
  
                                         2.
  <PAGE>
   
       Exhibit No.  Description
       -----------  -----------
  
       10.84        Form of Amendment to 8% Convertible debenture.
  
  
                                         3.
  <PAGE>
   
                                     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.
  
  
                                      Microelectronic Packaging, Inc.
                                      --------------------------------
                                           (Registrant)
  
  
  Date:  January 15, 1997             By /s/ Denis Trafecanty
                                        ---------------------------------
                                      Name:   Denis Trafecanty
                                      Title:  Chief Financial Officer and
                                              Secretary
  <PAGE>
   
                          Microelectronic Packaging, Inc.
                          -------------------------------
                                   Exhibit Index
                                    to Form 8-K
  
  
  
                                                                     Sequentially
                                                                       Numbered
      Exhibit No.               Description                              Page
      -----------               -----------                              ----
  
      10.84         Form of Amendment to 8% Convertible Debenture.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 9905}]
metadata_filer: {"company-data": {"conformed-name": "MICROELECTRONIC PACKAGING INC /CA/", "cik": "0000916232", "assigned-sic": "3674", "irs-number": "943142624", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23562", "film-number": "97506528"}, "business-address": {"street1": "9350 TRADE PLACE", "city": "SAN DIEGO", "state": "CA", "zip": "92126", "phone": "6195301660"}}
text: 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 16, 1996  
                                                     --------------------
  
                          MICROELECTRONIC PACKAGING, INC.
                          -------------------------------
                 (Exact name of registrant as specified in charter)
   
   
           CALIFORNIA                      0-23562               94-3142624
  -------------------------------        -----------         ------------------
  (State or other jurisdiction           (Commission           (IRS Employer
       of incorporation)                 File Number)        Identification No.)
   
  
  9350 TRADE PLACE, SAN DIEGO, CALIFORNIA                              92126
  -----------------------------------------------------------------  ---------
  (Address of principal executive offices)                           (Zip Code)
  
  Registrant's telephone number, including area code    (619) 530-1660
                                                        --------------
  
                                        N/A
                                        ---
           (Former name or former address, if changed since last report.)
  Item 5.  Other Events.
  
           As reported on a current report on Form 8-K filed with the Securities
  and Exchange Commission on October 28, 1996, on October 24, 1996,
  Microelectronic Packaging, Inc. ("MPI" or the "Company") entered into
  subscription agreements ("Subscription Agreements") with Dusseldorf Securities
  Limited ("Dusseldorf") and various other offshore investors (collectively, the
  "Purchasers"), the form of which is on file with the Securities and Exchange
  Commission and is incorporated herein by reference. Pursuant to the terms of the
  Subscription Agreements, MPI issued a series of convertible debentures (the
  "Debentures") to the Purchasers at an aggregate purchase price of U.S. $2.8
  million, which Debentures have terms of one year and bear interest at the rate
  of 8.0% per annum. This offering was not registered under the Securities Act of
  1933, as amended, pursuant to the exemption provided by Regulation S promulgated
  thereunder. The outstanding principal under the Debentures will be due and
  payable in full at the end of the one-year term; however, subject to certain
  limitations as originally set forth in the Debentures and described below, on or
  after December 7, 1996, the outstanding principal under the Debentures may be
  converted at each Purchaser's option into shares of the Company's Common Stock.
  The number of shares of the Company's Common Stock issuable to the Purchasers
  upon such conversion will be the amount of principal outstanding divided by the
  lesser of 80% of the average of the closing bid price of the Company's Common
  Stock as reported by Nasdaq National Market for the three consecutive trading
  days immediately preceding the date of conversion or 110% of the closing bid
  price of the Company's Common Stock as reported by Nasdaq National Market on
  October 23, 1996. MPI also issued a warrant (the "Warrant") to Dusseldorf to
  purchase 75,421 shares of the Company's Common Stock. The exercise price of the
  Warrant is the lesser of the average price at which the Debentures are converted
  into the Company's Common Stock, or 110% of the closing bid price of the
  Company's Common Stock as reported by Nasdaq National Market on October 23,
  1996. The Warrant is exercisable on or after December 7, 1996 and remains
  exercisable until October 23, 1997. The Debentures, as originally issued on
  October 23, 1996, could not be converted into shares of Common Stock if such
  conversion would result in the issuance by the Company of more than 19.9% of the
  Company's outstanding Common Stock as of October 23, 1996, including shares
  issuable upon exercise of the Warrant (whether such Warrant has been exercised
  or not)(the "19.9% Limit"). The Company was required to redeem all outstanding
  principal amounts under the Debentures that could not be converted (because such
  conversion would exceed the 19.9% Limit) at 120% of such outstanding principal
  amount (the "Premium"). Under current Securities and Exchange Commission
  regulations, such shares of the Company's Common Stock may be offered and sold
  in the United States trading markets at the earliest 40 days after the issuance
  of the Debentures and the Warrant.
  
           On December 3, 1996, the Company obtained approval from the Nasdaq
  Stock Market, Inc. for an exemption from the shareholder approval provisions of
  Rule 4460(i) of the Rules of The Nasdaq Stock Market, which exemption allowed
  the Company to eliminate the 19.9% Limit without shareholder approval. On
  December 16, 1996, the Purchasers agreed to amend the Debentures to eliminate
  the 19.9% Limit and to eliminate the Company's obligation to pay the Premium.
  The form of the amendment is attached hereto as Exhibit 10.84 and is
  incorporated herein by this reference.
  
           On December 13, 1996, certain of the Purchasers notified the Company 
  that they intended to convert Debentures totalling six hundred thousand dollars 
  ($600,000.00) into shares of the Company's Common Stock.  The conversion price 
  of these Debentures was seventy-two cents ($0.72)(eighty percent (80%) of the 
  average bid price of the Company's Common Stock on the three days preceeding 
  December 13, 1996).  Upon conversion, these Purchasers were issued eight hundred
  and thirty-three thousand three hundred and thirty-four (833,334) shares of the 
  Company's Common Stock.
  
           On December 23, 1996, certain of the Purchasers again notified the 
  Company that they intended to convert Debentures totalling three hundred
  thousand dollars ($300,000.00) into shares of the Company's Common Stock. The
  conversion price of these Debentures was $0.63336 (eighty percent (80%) of the
  average bid price of the Company's Common Stock on the three days preceeding
  December 23, 1996). These Purchasers were issued four hundred and seventy-three
  thousand six hundred and sixty-four (473,664) shares of the Company's Common
  Stock. 
  
           On January 3, 1997 and January 8, 1997, certain of the Purchasers again
  notified the Company that they intended to convert Debentures totalling one 
  hundred and fifty thousand dollars ($150,000.00) into shares of the Company's 
  Common Stock. The conversion price for these Debentures was seventy-six cents 
  ($0.76) (eighty percent (80%) of the average bid price of the Company's Common 
  Stock on the three days preceeding January 3, 1997, which is the same as eighty 
  percent (80%) of the average bid price of the Company's Common Stock on the 
  three days preceeding January 8, 1997). These Purchasers were issued one hundred
  and ninety-seven thousand three hundred and sixty-eight (197,368) shares of the 
  Company's' Common Stock.
  
           Were the Purchasers to convert the remaining one million seven
  hundred and fifty thousand dollars ($1,750,000.00) of Debentures outstanding at
  a conversion price of $0.63336 (which is the lowest conversion price to date),
  such Purchasers they would be entitled to an additional two million seven
  hundred and sixty-three thousand and forty-one (2,763,041) shares.
  
           The existence and conversion of the Debentures and the existence and
  exercise of the Warrant into shares of the Company's Common Stock without the
  19.9% Limit will significantly dilute any earnings per share amounts and
  significantly dilute the ownership interests of MPI's other shareholders.
  
  Item 7.  Financial Statements and Exhibits
  
       (a) Financial Statements of Businesses Acquired.  None.
           -------------------------------------------        
  
       (b) Pro Forma Financial Information.  None.
           -------------------------------        
  
       (c) Exhibits.  The following document is filed as an exhibit to the report:
           --------                                                               
  
                                         2.
  Exhibit No.  Description
       -----------  -----------
  
       10.84        Form of Amendment to 8% Convertible debenture.
  
                                         3.
  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.
  
                                      Microelectronic Packaging, Inc.
                                      --------------------------------
                                           (Registrant)
  
  Date:  January 15, 1997             By /s/ Denis Trafecanty
                                        ---------------------------------
                                      Name:   Denis Trafecanty
                                      Title:  Chief Financial Officer and
                                              Secretary
  Microelectronic Packaging, Inc.
                          -------------------------------
                                   Exhibit Index
                                    to Form 8-K
  
                                                                     Sequentially
                                                                       Numbered
      Exhibit No.               Description                              Page
      -----------               -----------                              ----
  
      10.84         Form of Amendment to 8% Convertible Debenture.