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): May 20, 1999
_____________________
Exact Name of Registrant as
Specified in Its Charter: SMTEK INTERNATIONAL, INC.
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DELAWARE 1-8101 33-0213512
_____________________________ ____________ _____________
State or Other Jurisdiction of Commission I.R.S. Employer
Incorporation or Organization File Number Identification No.
Address of Principal Executive Offices: 2151 Anchor Court
Thousand Oaks, CA 91320
_________________________
Registrant's Telephone Number, Including
Area Code: (805) 376-2595
_________________________
Former Name or Former Address,
if Changed Since Last Report: Not applicable
_________________________
Item 5. Other Events.
1. On May 20, 1999, at a special meeting of the stockholders of SMTEK
International, Inc. (the "Company"), the stockholders approved a Stock
Subscription Agreement (the "Agreement") between the Company and TMW
Enterprises Inc. ("TMW") pursuant to which the Company agreed to sell
between 9,000,000 and 11,250,000 shares of its Common Stock to TMW or
an affiliate thereof for an aggregate price of $4,500,000. On May 21,
1999, TMW assigned its rights and obligations under the Agreement to
Thomas M. Wheeler, the Company's largest stockholder who is also the
Chairman and controlling stockholder of TMW. Immediately following
this assignment, the Company consummated the sale of 11,250,000 shares
of Common Stock to Mr. Wheeler for $4,500,000. In accordance with the
Agreement, the per share purchase price was determined based on the
average closing price of the Company's Common Stock on the New York
Stock Exchange on the last 10 trading days prior to closing, subject to
a minimum price of $0.40 per share and a maximum price of $0.50 per
share. This transaction increased Mr. Wheeler's ownership interest in
the Company's Common Stock from 18.7% to 38.9%. Also on May 21, the
Company paid off a $2,000,000 note payable to Mr. Wheeler and accrued
interest thereon of $302,000.
2. At the special meeting of stockholders on May 20, 1999, the stockholders
approved a 1-for-20 reverse split of the Company's outstanding Common
Stock, and a reduction in authorized Common Stock from 75 million
shares to 3,750,000 shares. This reverse stock split became effective
at the beginning of trading on May 25, 1999.
Item 7. Financial Statements and Exhibits.
Exhibit Description
_______ ____________
10.1 Stock Subscription Agreement dated March 4, 1999
between the Company and TMW Enterprises Inc.
(previously filed as Appendix A to the Company's
Definitive Proxy Statement dated April 16, 1999)
22.1 Press release dated May 21, 1999
22.2 Press release dated May 25, 1999
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 thereunto duly authorized.
SMTEK INTERNATIONAL, INC.
May 28, 1999 /s/ Richard K. Vitelle
_________________________________ _________________________________
Date Richard K. Vitelle
Vice President -Finance
(Principal Financial Officer)
EXHIBIT 22.1
FOR IMMEDIATE RELEASE
______________________
From: SMTEK International, Inc. Contact: Rick Vitelle
2151 Anchor Court Chief Financial Officer
Thousand Oaks, CA 91320 (805) 376-2595
or
FOLEY/FREISLEBEN LLC
John Foley
213/955-0020
SMTEK International Announces Results of Special Meeting of Stockholders
___________________________________________________________________________
THOUSAND OAKS, CALIFORNIA (May 21, 1999) - SMTEK International, Inc.
(NYSE: SMK) today announced that its stockholders approved the following
two proposals at a special meeting:
(1) The sale to TMW Enterprises Inc. or an affiliate thereof ("TMW")
of 11,250,000 shares of SMTEK's common stock for an aggregate
price of $4.5 million. TMW is controlled by Thomas M. Wheeler, who
is also SMTEK's largest stockholder.
(2) An amendment to SMTEK's Certificate of Incorporation that would
effect a reverse split of the Company's common stock of 1 share for
each 20 shares that are currently outstanding and that would reduce
the authorized common stock to 3,750,000.
The purpose of the common stock sale is to strengthen the Company's
balance sheet by increasing stockholders' equity and cash reserves. It is
planned that a portion of the proceeds will be used to retire debt, which
should have the added benefit of reducing the company's interest expense,
thereby benefiting overall profitability.
The 1-for-20 reverse stock split is intended to stimulate greater
interest in the company's common stock on the part of the financial
community and the investing public. Such increased interest could promote
greater liquidity for the company's stockholders and could enhance the
company's flexibility in its future financing and capitalization needs.
Headquartered in Thousand Oaks, California, SMTEK International, Inc.
is an electronics manufacturing services ("EMS") provider serving original
equipment manufacturers ("OEMs") in the computer, telecommunications,
instrumentation, medical, industrial and aerospace industries. The Company
also fabricates multilayer printed circuit boards ("PCBs") for use in the
computer, communications and instrumentation industries. The Company's EMS
operations are in Southern California, Florida and Northern Ireland. Its
PCB facilities are located in Northern Ireland.
Certain statements made above are forward-looking in nature and
reflect SMTEK International, Inc.'s current expectations and anticipated
future plans. Such statements involve various risks and uncertainties that
could cause actual results to differ materially from those forecast in the
statements. Factors that might cause such differentiation would include,
without limitation, the factors described as "Risk Factors" in the Company's
Registration Statement on Form S-3 (No. 333-62621) on file with the
Securities and Exchange Commission.
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EXHIBIT 22.2
FOR IMMEDIATE RELEASE
______________________
From: SMTEK International, Inc. Contact: Rick Vitelle
2151 Anchor Court Chief Financial Officer
Thousand Oaks, CA 91320 805/376-2595
or
FOLEY/FREISLEBEN LLC
Jerry Freisleben
213/955-0020
SMTEK INTERNATIONAL EFFECTS REVERSE STOCK SPLIT
$4.5 million private placement also finalized
_____________________________________________________
THOUSAND OAKS, Calif. (May 25, 1999) - SMTEK International, Inc. (NYSE:
SMK) announced that the previously disclosed 1-for-20 reverse split of its
common stock will become effective today at the opening of trading.
After completing the reverse split, SMTEK will have approximately
2,267,000 common shares outstanding.
The Company also reported that on May 21, 1999, following approval at a
special meeting of stockholders last week, it consummated the sale of
11,250,000 pre-split shares of common stock to Thomas M. Wheeler, the
Company's largest stockholder, for an aggregate price of $4,500,000. Mr.
Wheeler now holds 39 percent of the Company's outstanding common stock.
Also on May 21, the Company paid off a $2,000,000 note payable to Mr.
Wheeler and related accrued interest of $302,000.
Headquartered in Thousand Oaks, Calif., SMTEK International, Inc. is an
electronics manufacturing services ("EMS") provider serving original equipment
manufacturers ("OEMs") in the computer, telecommunications, instrumentation,
medical, industrial and aerospace industries. The Company also fabricates
multilayer printed circuit boards ("PCBs") for use in the computer,
communications and instrumentation industries. The Company's EMS operations
are in Southern California, Florida and Northern Ireland. Its PCB facilities
are located in Northern Ireland.
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