SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SIGMA CIRCUITS, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
826559106
(CUSIP Number)
Mark H. Swartz
Executive Vice President
c/o Tyco International (US) Inc.
One Tyco Park
Exeter, NH 03833
(603) 778-9700
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 1, 1998
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /
Page 1 of 7 pages
Exhibit Index appears on page 5
<PAGE>
SCHEDULE 13D
CUSIP No. 826559106 Page 2 of 7 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tyco International Ltd.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b)
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
7) SOLE VOTING POWER
None
NUMBER
OF 8) SHARED VOTING POWER
SHARES 458,146 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH None
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER WITH
458,146 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,146 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Item 5) /__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 826559106 Page 3 of 7 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T10 Acquisition Corp.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b)
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7) SOLE VOTING POWER
None
NUMBER
OF 8) SHARED VOTING POWER
SHARES 458,146(See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH None
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 458,146(See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,146(See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(See Item 5) /__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
<PAGE>
Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, $.001 par value (the "Common Stock"), of Sigma Circuits, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 393 Mathew Street, Santa Clara, California 95050.
Item 2. Identity and Background.
This Statement is being filed by Tyco International Ltd. and
T10 Acquisition Corp. (the "Reporting Persons"). The information set forth in
Item 2, "Identity and Background," of the Reporting Person's Tender Offer
Statement on Schedule 14D-1, dated June 5, 1998, filed with respect to the
Common Stock (as amended, the "Schedule 14D-1") is incorporated herein by
reference. By filing this Statement, the Reporting Persons do not concede that
it is a beneficial owner of more than 5% of the outstanding Common Stock. See
Item 5.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Item 4, "Source and Amount of
Funds or Other Consideration," of the Schedule 14D-1 is incorporated herein by
reference.
Item 4. Purpose of Transaction.
The information set forth in Item 5, "Purpose of the Tender
Offer and Plans or Proposals of the Issuer," of the Schedule 14D-1 is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 6, "Interest in Securities
of the Subject Company," of the Schedule 14D-1 is incorporated herein by
reference.
Page 4 of 7 pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The information set forth in Item 7, "Contracts, Arrangements,
Understandings or Relationships with respect to the Subject Company's
Securities," of the Schedule 14D-1 is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
The Exhibits filed pursuant to Item 11, "Material to be Filed
as Exhibits" of the Schedule 14D-1 are incorporated herein by reference. Exhibit
1 hereto is an "Agreement of Joint Filing" pursuant to Rule 13d-1(k)(l)
promulgated under the Securities Exchange Act of 1934, as amended.
Page 5 of 7 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: June 10, 1998
TYCO INTERNATIONAL LTD.
/s/ Mark H. Swartz
------------------
By: Mark H. Swartz
Executive Vice President
Page 6 of 7 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: June 10, 1998
T10 ACQUISITION CORP.
/s/ Mark H. Swartz
By: Mark H. Swartz
Vice President
Page 7 of 7 pages
<PAGE>
EXHIBIT 1
Agreement of Joint Filing
Pursuant to 13d-1(k)(l) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned persons hereby agree to file
with the Securities and Exchange Commission the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement.
TYCO INTERNATIONAL LTD.
/s/ Mark H. Swartz
------------------
By: Mark H. Swartz
Executive Vice President
T10 ACQUISITION CORP.
/s/ Mark H. Swartz
------------------
By: Mark H. Swartz
Vice President
