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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): November 22, 2000
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SMTC CORPORATION
(Exact name of Registrant as specified in charter)
DELAWARE 000-31051 98-0197680
(State or other (Commission File Number) (I.R.S. employer
jurisdiction of identification No.)
incorporation)
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635 Hood Road, Markham, Ontario, Canada L3R 4N6
(Address of Principal Executive Offices) (Zip Code)
(905) 479-1810
Registrant's Telephone number including area code
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 22, 2000, pursuant to a Stock Purchase Agreement dated as of
November 22, 2000, by and among SMTC Corporation ("SMTC"); SMTC Manufacturing
Corporation of Canada, a Canadian corporation ("SMTC Canada"); Qualtron
Teoranta, a privately held Irish corporation; Cillian Feiritear, Patrick Dunne,
Patrick Moore, and Enterprise Equity (IRL) Limited (collectively, the
"Sellers"), SMTC Canada acquired all of the outstanding shares of Qualtron
Teoranta, and SMTC acquired all of the outstanding shares of capital stock of
Qualtron, Inc., a Massachusetts corporation that was wholly-owned by Qualtron
prior to consummation (together with Qualtron Teoranta, "Qualtron").
Qualtron is a provider of specialized cable and harness assemblies. With
facilities in Ireland and Massachusetts, Qualtron offers a broad range of
services focusing on single-mode and multi-mode fiber optic connector assemblies
and volume cable assemblies utilizing coaxial, ribbon cable, shielded and tight
pair technologies. SMTC expects Qualtron to continue such activities.
The Sellers received stock and cash consideration for their shares of
Qualtron Teoranta. Qualtron Teoranta received cash consideration for the
capital stock of Qualtron, Inc. The $26.3 million transaction was funded with
547,114 exchangeable shares of SMTC Canada and $13.4 million of cash, subject to
adjustment based on final determination of Qualtron's working capital at the
time of closing. The exchangeable shares of SMTC Canada are exchangeable for
shares of common stock of SMTC. The amount of the consideration was arrived at
through arm's length negotiations between the parties. The sources of the funds
for the cash portion of the consideration were from SMTC's working capital and
borrowings under SMTC's senior credit facility.
At the time of consummation, no material relationships existed between SMTC
or SMTC Canada and Qualtron, its affiliates, officers, directors, and the
associates of such officers and directors, or the Sellers, their affiliates,
officers, directors, and the associates of such officers and directors, as
applicable.
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements. The financial statements required by this Item
7(a) will be filed by amendment to this Form 8-K no later than 60 days after
December 7, 2000.
(b) Pro Forma Financial Information. The pro forma financial information
required by this Item 7(b) will be filed by amendment to this Form 8-K no later
than 60 days after December 7, 2000.
(c) Exhibits.
Exhibit Number Title
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2.1+ Stock Purchase Agreement dated November 22, 2000
by and among SMTC Corporation, SMTC Manufacturing
Corporation of Canada, Qualtron Teoranta, Cillian
Feiritear, Patrick Dunne, Patrick Moore and
Enterprise Equity (IRL) Limited.
99.1 Press release of SMTC dated November 23, 2000.
+ The registrant agrees to furnish supplementally to the SEC a copy of any
omitted schedule or exhibit to such agreement upon request by the SEC.
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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.
SMTC CORPORATION
/s/ Paul Walker
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Paul Walker
President
Date: December 7, 2000
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