SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a)AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1 )
SMTEK International, Inc.
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(Name of Issuer)
Common Stock (Par value $.01)
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(Title of Class of Securities)`
832688 20 4
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(CUSIP Number)
Thomas M. Wheeler, 1217 Cerrito Bello Road, El Paso, TX 79912 (915) 584-8671
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Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule l3D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
(Continued on following pages)
(Page 1 of 5 Pages)
CUSIP No. 832688 20 4 13D Page 2 of 5 Pages
Amendment No. 1
1. Name of reporting person
Thomas M. Wheeler
2. Check the appropriate box if a member of a group (a)[ ] (b)[x]
3. SEC use only.
4. Source of funds.
PF
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or place of organization
U.S. Citizen
7. Number of shares beneficially owned by each reporting person with sole
voting power
17,636,254 shares (881,812 shares after giving effect to 1-for-20
reverse stock split effective May 24, 1999)
8. Number of shares beneficially owned by each reporting person with
shared voting power
-0-
9. Number of shares beneficially owned by each reporting person with sole
dispositive power.
17,636,254 shares (881,812 shares after giving effect to 1-for-20
reverse stock split effective May 24, 1999)
10. Number of shares beneficially owned by each reporting person with
shared dispositive power
-0-
11. Aggregate amount beneficially owned by each reporting person.
17,636,254 shares (881,812 shares after giving effect to 1-for-20
reverse stock split effective May 24, 1999)
12. Check box if the aggregate amount in Row 11 excludes certain shares [ ]
13. Percent of class presented by amount in Row 11
Approximately 39%
14. Type of reporting person
IN
Page 3 of 5 Pages
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock, par
value $.01 per share ("Company Common Stock"), of SMTEK
International, Inc., a Delaware corporation (the "Company"). The
Company's principal executive offices are located at 2151 Anchor
Court, Thousand Oaks, CA 91320.
Item 2. Identity and Background.
(a) The name of the person filing this schedule is Thomas M. Wheeler.
(b) Mr. Wheeler's address is 1217 Cerrito Bello Road, El Paso, TX 79912.
(c) Mr. Wheeler's present principal occupation is private investor.
(d) During the past five years, Mr. Wheeler has not been convicted in
any criminal proceeding.
(e) During the past five years, Mr. Wheeler has not been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Mr. Wheeler is a citizen of the United States
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Wheeler acquired the Company Common Stock covered by this
Amendment for cash consideration in the amount of $4.5 million.
Item 4. Purpose of Transaction
On May 21, 1999, Mr. Wheeler purchased 11,250,000 shares of common
stock, par value $.01 per share (the "Shares"), of the Company
pursuant to a Stock Subscription Agreement, dated March 4, 1999,
for the purpose of acquiring a significant equity position in the
Company. Mr. Wheeler's purchase of the SMTEK common stock was
approved by the Company's common stockholders on May 20, 1999. Mr.
Wheeler purchased the Shares for a cash purchase price of
$4,500,000 pursuant to the Stock Subscription Agreement. As a
result of this stock purchase by Mr. Wheeler, his interest in the
Company has increased to approximately 39% of the total outstanding
shares.
The Shares are "restricted securities" as defined in the Securities
Act of 1933. Unless registered for resale, the Shares must be held
by Mr. Wheeler and may not be resold except in compliance with the
resale requirements of SEC Rule 144. Pursuant to the Stock
Subscription Agreement, Mr. Wheeler has registration rights for the
registration of the Shares in the next registration statement filed
by the Company with the Securities and Exchange Commission that
would permit the inclusion of the Shares.
Page 4 of 5 Pages
Item 4. Purpose of Transaction (continued)
As a result of his increased ownership, and because the Company's
certificate of incorporation permits stockholders to cumulate their
votes for the election of directors, Mr. Wheeler will have greater
voting power. Such voting power may give Mr. Wheeler a greater
ability to influence the policies of management and to increase his
representation on the Company's board of directors. By virtue of
his previous purchase of Company Common Stock, Mr. Wheeler already
has recommended two persons who were elected to serve on the
Company's board of directors. Mr. Wheeler may determine to
increase the number of directors representing his interests on the
board of directors to a majority of the board.
In addition to obtaining effective or actual control of the Company
through increasing his board representation, Mr. Wheeler may from
time to time, through open market purchases or privately negotiated
transactions, determine to increase his aggregate ownership
interest in the Company to an amount in excess of 50% of the
outstanding shares, thus obtaining outright voting control of the
Company. Alternatively, Mr. Wheeler may determine to sell some or
all of his Company shares in one or more registered or privately
negotiated transactions from time to time, depending on general
market and other economic conditions. In addition, Mr. Wheeler may
determine to increase his percentage ownership of the Company to a
control interest and then sell that control interest to a third
party. At the present time, Mr. Wheeler does not have any specific
plans or proposals either to increase his interests in, or sell any
of his shares of the Company.
As a result of Mr. Wheeler's purchase of the Shares, he may
determine to cause an affiliate to enter into a joint marketing
agreement with the Company. The purpose of such an agreement would
be to explore opportunities to share technology and cross-market
the companies' respective products to customers and prospective
customers.
Although Mr. Wheeler has no current plans or proposals to influence
or cause the Company to merge with a third party or any of his
affiliates, he may determine to do so in the future based on an
evaluation of the Company's business, prospects and financial
condition as well as the strategic and operating fit between the
Company and a third party or one of his other companies.
Alternatively, based upon general market economic conditions, as
well as the Company's operating performance and prospects, Mr.
Wheeler may determine to cause the Company to enter into a
corporate restructuring or recapitalization, which may cause
changes in its balance sheet and which may constitute a "going
private transaction" under the Securities Exchange Act of 1934. At
present, Mr. Wheeler has no such plans or proposals.
For estate planning purposes, Mr. Wheeler may determine to transfer
some or all of his interest in the Company to a trust that he would
control.
Except as disclosed in this Item 4, Mr. Wheeler has no current
plans or proposals which relate to or would result in any of the
events described in Items (a) through (j) of the instructions to
Item 4 of Schedule 13-D. However, Mr. Wheeler intends continuously
to review his investment in the Company and, in light of the
Page 4 of 5 Pages
Company's performance, business prospects and management, may
undertake actions which may result in any of the events described
in Items (a) through (j) of Item 4 of Schedule 13-D.
Item 5. Interest in Securities of the Issuer
(a) Mr. Wheeler is the beneficial owner of 17,636,254 shares of Company
Common Stock (881,812 shares after giving effect to the 1-for-20
reverse stock split effective May 24, 1999).
(b) Mr. Wheeler has the sole power to vote or to direct the vote and the
sole power to dispose or to direct the disposition of 17,636,254
shares of Company Common Stock (881,812 shares after giving effect to
the 1-for-20 reverse stock split effective May 24, 1999).
(c) Mr. Wheeler effected the following transactions in the shares of
Company Common Stock during the past 60 days:
On May 21, 1999, he acquired 11,250,000 shares of Company Common
Stock for aggregate cash consideration in the amount of $4.5
million.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Wheeler and any
person with respect to any securities of the Company.
Item 7. Material to Be Filed as Exhibits.
1. Stock Subscription Agreement (previously filed as Appendix A
to the Company's Proxy Statement dated April 16, 1999).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
June 1, 1999 /s/ Thomas M. Wheeler
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Date Thomas M. Wheeler
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of the filing person), evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be
incorporated by reference. The name of any title of each person who signs
the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements of omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).
