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)      OCTOBER 24, 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.
  
            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") and Loselle Greenawalt Kaplan Blair &
  Adler (as Escrow Agent), the form of which is attached hereto as Exhibit 10.80
                                                                           -----
  and is incorporated herein by reference. Pursuant to the terms of the
  Subscription Agreements, MPI issued a series of convertible 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.
  Accrued and unpaid interest on the Debentures is due and payable in cash in
  quarterly installments on the first day of each fiscal quarter of the Company
  during the one-year term of the Debentures. 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 set forth below, from and after 45 days
  from October 23, 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 (3) 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 into shares of Common Stock commencing forty-
  five days after October 23, 1996, and remains exercisable until October 23,
  1997. The Debentures may 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
  issued or issuable upon exercise of the Warrant (whether such Warrant has been
  exercised or not). The Company is required to redeem all outstanding principal
  amounts under the Debentures that cannot be converted (because such conversion
  would exceed the 19.9% limit) at 120% of such outstanding principal amount. In
  addition, the Company paid Dusseldorf U.S. $322,000 as a placement fee. 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 forty (40) days after the issuance of the Debentures and
  the Warrant.
  
            The existence and conversion of the Debentures and the existence and
  exercise of the Warrant into shares of the Company's Common Stock will
  significantly dilute any earnings per share amounts and significantly dilute the
  ownership interests of MPI's shareholders.
  
            For additional information, please see the Company's Press Release
  attached hereto as Exhibit 10.83.
  
  
  Item 7.  Financial Statements and Exhibits
  
           (a) Financial Statements of Businesses Acquired.  None.
               -------------------------------------------        
  
           (b) Pro Forma Financial Information.  None.
               -------------------------------        
  
           (c) Exhibits.  The following documents are filed as exhibits to the
               --------
   report:
                                                                             
  
                                         2.
  <PAGE>
   
       Exhibit No.  Description
       -----------  -----------
  
       10.80        Form of Offshore Securities Subscription Agreement dated
                    October 22, 1996 by and among MPI, Purchaser and Loselle
                    Greenawalt Kaplan Blair & Adler.
  
       10.81        Form of 8% Convertible Debenture issued to the Purchasers.
  
       10.82        Form of Common Stock Purchase Warrant dated October 22, 1995
                    issued by MPI to Dusseldorf Securities Limited.
  
       10.83        Press Release dated October 28, 1996.
  
                                         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:  October 28, 1996       By /s/ Denis Trafecanty 
                                  ----------------------------- 
                                Name:   Denis Trafecanty
                                Title:  Chief Financial Officer and Secretary
  
                                         4.
  <PAGE>
   
                          Microelectronic Packaging, Inc.
                                   Exhibit Index
                                    to Form 8-K
  
  
  
                                                                       
  Exhibit No.               Description                                
  -----------               -----------                                
  
      10.80         Form of Offshore Securities Subscription Agreement
                    dated October 22, 1996 by and among MPI, Purchaser
                    and Loselle Greenawalt Kaplan Blair & Adler.
  
      10.81         Form of 8% Convertible Debenture issued to
                    the Purchasers.
  
      10.82         Form of Common Stock Purchase Warrant dated 
                    October 22, 1996 issued by MPI to Dusseldorf 
                    Securities Limited.
  
      10.83         Press Release dated October 28, 1996.
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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": "96648892"}, "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)      OCTOBER 24, 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.
  
            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") and Loselle Greenawalt Kaplan Blair &
  Adler (as Escrow Agent), the form of which is attached hereto as Exhibit 10.80
                                                                           -----
  and is incorporated herein by reference. Pursuant to the terms of the
  Subscription Agreements, MPI issued a series of convertible 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.
  Accrued and unpaid interest on the Debentures is due and payable in cash in
  quarterly installments on the first day of each fiscal quarter of the Company
  during the one-year term of the Debentures. 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 set forth below, from and after 45 days
  from October 23, 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 (3) 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 into shares of Common Stock commencing forty-
  five days after October 23, 1996, and remains exercisable until October 23,
  1997. The Debentures may 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
  issued or issuable upon exercise of the Warrant (whether such Warrant has been
  exercised or not). The Company is required to redeem all outstanding principal
  amounts under the Debentures that cannot be converted (because such conversion
  would exceed the 19.9% limit) at 120% of such outstanding principal amount. In
  addition, the Company paid Dusseldorf U.S. $322,000 as a placement fee. 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 forty (40) days after the issuance of the Debentures and
  the Warrant.
  
            The existence and conversion of the Debentures and the existence and
  exercise of the Warrant into shares of the Company's Common Stock will
  significantly dilute any earnings per share amounts and significantly dilute the
  ownership interests of MPI's shareholders.
  
            For additional information, please see the Company's Press Release
  attached hereto as Exhibit 10.83.
  
  Item 7.  Financial Statements and Exhibits
  
           (a) Financial Statements of Businesses Acquired.  None.
               -------------------------------------------        
  
           (b) Pro Forma Financial Information.  None.
               -------------------------------        
  
           (c) Exhibits.  The following documents are filed as exhibits to the
               --------
   report:
                                                                             
  
                                         2.
  Exhibit No.  Description
       -----------  -----------
  
       10.80        Form of Offshore Securities Subscription Agreement dated
                    October 22, 1996 by and among MPI, Purchaser and Loselle
                    Greenawalt Kaplan Blair & Adler.
  
       10.81        Form of 8% Convertible Debenture issued to the Purchasers.
  
       10.82        Form of Common Stock Purchase Warrant dated October 22, 1995
                    issued by MPI to Dusseldorf Securities Limited.
  
       10.83        Press Release dated October 28, 1996.
  
                                         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:  October 28, 1996       By /s/ Denis Trafecanty 
                                  ----------------------------- 
                                Name:   Denis Trafecanty
                                Title:  Chief Financial Officer and Secretary
  
                                         4.
  Microelectronic Packaging, Inc.
                                   Exhibit Index
                                    to Form 8-K
  
                                                                       
  Exhibit No.               Description                                
  -----------               -----------                                
  
      10.80         Form of Offshore Securities Subscription Agreement
                    dated October 22, 1996 by and among MPI, Purchaser
                    and Loselle Greenawalt Kaplan Blair & Adler.
  
      10.81         Form of 8% Convertible Debenture issued to
                    the Purchasers.
  
      10.82         Form of Common Stock Purchase Warrant dated 
                    October 22, 1996 issued by MPI to Dusseldorf 
                    Securities Limited.
  
      10.83         Press Release dated October 28, 1996.