As filed with the Securities and Exchange Commission on August 25, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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SMTEK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0213512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2151 Anchor Court, Thousand Oaks, California 91320
(Address of principal executive offices) (Zip Code)
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SMTEK INTERNATIONAL, INC.
AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
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Mitchell J. Freedman, Esq.
General Counsel and Corporate Secretary
SMTEK International, Inc.
2151 Anchor Court
Thousand Oaks, California 91320
(805) 376-2595
(Name, address and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
----------- ---------- ---------- ---------- ------------
Common Stock 250,000(1) $3.50(2) $875,000(2) $231.00(2)
($0.01 par shares
value)
(1) 360,000 shares of common stock are issuable under the SMTEK
International, Inc. Amended and Restated 1996 Stock Incentive Plan (the
"Plan"). In addition to the 250,000 shares registered hereby, 110,000 shares
of common stock issuable under the Plan were previously registered under the
Registration Statement on Form S-8 (Registration No. 333-8689) as filed with
the Securities and Exchange Commission on July 24, 1996. All share amounts
referenced herein reflect the 1-for-20 reverse stock split consummated on May
24, 1999.
(2) Estimated solely for the purpose of calculating the registration
fee, and based upon the average of the high and low sale prices for the
Common Stock on August 24, 2000, as reported by Nasdaq, in accordance with
Rule 457(c).
INTRODUCTION
This Registration Statement on Form S-8 is filed by SMTEK International,
Inc., a Delaware corporation (the "Company"), to register an additional 250,000
shares of the Company's Common Stock, issuable under the SMTEK International,
Inc. Amended and Restated 1996 Stock Incentive Plan, and consists of only those
items required by General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the instructions to Form S-8, Part I (Information Required in
the Section 10(a) Prospectus) is not filed as part of this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with General Instruction E to Form S-8, the contents of
the Company's Registration Statement on Form S-8 (Registration No. 333-8689)
previously filed by the Company with the Securities and Exchange Commission
on July 24, 1996 is incorporated herein by reference and made a part hereof.
ITEM 8. EXHIBITS.
Pursuant to General Instruction E, only those opinions and consents
required by Item 8 are provided, as follows.
Exhibit No. Description
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5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality
of the additional securities being registered.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1 hereto).
24.1 Power of Attorney (contained on signature page hereto).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Thousand Oaks, State of California,
on August 25, 2000.
SMTEK INTERNATIONAL, INC.
By: /s/Gregory L. Horton
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Gregory L. Horton
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned directors and officer of SMTEK International, Inc.,
do hereby constitute and appoint each of Messrs. Gregory L. Horton and
Richard K. Vitelle, each with full power of substitution, our true and
lawful attorney-in-fact and agent to do any and all acts and things in our
names and in our behalf in our capacities stated below, which acts and
things either of them may deem necessary or advisable to enable SMTEK
International, Inc. to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement, including
specifically, but not limited to, power and authority to sign for any or all
of us in our names, in the capacities stated below, any and all amendments
(including post-effective amendments) hereto; and we do hereby ratify and
confirm all that they shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Gregory L. Horton Chief Executive Officer, August 25, 2000
------------------------ President and Director -------------------
Gregory L. Horton
/s/ Richard K. Vitelle Chief Financial Officer August 25, 2000
------------------------ (Principal Financial and -------------------
Richard K. Vitelle Accounting Officer)
Director
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Clay M. Biddinger
/s/ James P. Burgess Director August 23, 2000
------------------------ -------------------
James P. Burgess
/s/ Bruce E. Kanter Director August 19, 2000
------------------------ -------------------
Bruce E. Kanter
/s/ Oscar B. Marx, III Director August 23, 2000
------------------------ -------------------
Oscar B. Marx, III
EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the
legality of the securities being registered.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5.1 hereto).
24.1 Power of Attorney (contained on signature page hereto)
