Recent Events

     As used herein, the terms "Company" and "PCD," unless otherwise indicated or the context otherwise requires, refer to PCD Inc. and its subsidiaries.

     On March 21, 2003, PCD Inc. entered into definitive agreements to sell the assets of its two business units. PCD agreed to sell its Industrial/Avionics Division, headquartered in Peabody, MA, to Amphenol Corporation for $14 million, less assumed liabilities and has agreed to sell the Wells-CTI Division which has headquarters in Phoenix, AZ, to UMD Technology, Inc. ("UMD") for approximately $2 million plus assumed...