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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
SMARTFLEX SYSTEMS, INC.
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(Name of Issuer)
Common Stock, $.0025 par value
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(Title of Class of Securities)
83169K 10 8
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(CUSIP Number)
Francis J. Sweeney, Jr.
Vice President, General Counsel and Secretary
TDK U.S.A. Corporation
12 Harbor Park Drive
Port Washington, New York 11050
Telephone: (516) 625-0100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copies to:
Nick E. Yocca, Esq.
Stradling, Yocca, Carlson & Rauth
660 Newport Center Drive, Suite, 1600
Newport Beach, CA 92660
Telephone: (714) 725-4000
June 28, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed 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. [ ]
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 83169K 10 8 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TDK U.S.A. Corporation
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not applicable.
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York corporation
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7 SOLE VOTING POWER
1,161,614
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,161,614
WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,161,614
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.5%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D
(the "Statement") relates is the Common Stock, par value $.0025 per share (the
"Common Stock"), of Smartflex Systems, Inc., a Delaware corporation (the
"Company"). The principal executive offices of the Company are located at
14312 Franklin Avenue, Tustin, California 92680.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by TDK U.S.A. Corporation, a New York
corporation ("TDK U.S.A."). The principal business and executive offices of
TDK U.S.A. are located at 12 Harbor Park Drive, Port Washington, New York
11050. TDK U.S.A. is a wholly-owned subsidiary of TDK Corporation, a Japanese
corporation ("TDK"). TDK U.S.A. serves as TDK's holding company for the
indirect U.S. subsidiaries through which TDK conducts its operations in the
U.S.
Information regarding each of the directors and executive officers of
TDK U.S.A. is set forth below:
Sho Masujima
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
President and a Director of TDK U.S.A.
Executive Vice President of TDK
Citizen of Japan
Kenichi Aoshima
TDK U.S.A. Corporation
12 Harbor Park Drive
Port Washington, NY 11050
Executive Vice President,
Treasurer and a Director of TDK U.S.A.
Citizen of Japan
Francis J. Sweeney, Jr.
TDK U.S.A. Corporation
12 Harbor Park Drive
Port Washington, NY 11050
Vice President,
General Counsel and Secretary of TDK U.S.A.
Citizen of U.S.A.
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Jiro Iwasaki
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Director of TDK U.S.A.
General Manager - Corporate Planning Office of TDK
Citizen of Japan
Takeshi Ohwada
TDK Corporation of America ("TCA")
Head Office and Chicago Regional Office
1600 Feehanville Drive, Suite 100
Mount Prospect, IL 60056
Director of TDK U.S.A.
President of TCA
Citizen of Japan
Kenjiro Kihara
TDK Electronics Corporation ("TEC")
Head Office and Eastern Division Office
12 Harbor Park Drive
Port Washington, NY 11050
Director of TDK U.S.A.
President of TEC
Citizen of Japan
During the last five years, neither TDK U.S.A. nor, to the best
knowledge of TDK U.S.A., any director or executive officer of TDK U.S.A., has
been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June 28, 1996, Silicon Systems, Inc., a wholly-owned subsidiary of
TDK U.S.A., transferred to TDK U.S.A. 1,161,614 shares of the Common Stock as a
dividend or distribution without payment of consideration.
ITEM 4. PURPOSE OF TRANSACTION
Texas Instruments, Incorporated, a Delaware corporation ("TI"),
Silicon Systems, Inc., a Delaware corporation ("SSi"), TDK and TDK U.S.A. are
parties to a Stock Purchase Agreement, dated as of June 4, 1996 (the
"Agreement"), pursuant to which TI will acquire all of the outstanding stock of
SSi from TDK U.S.A. In connection with such transaction, the parties agreed
that SSi would distribute the 1,161,614 shares of the Common Stock to TDK
U.S.A. before the consummation of the sale of SSi to TI under the Agreement.
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Subject to applicable legal requirements and the factors referred to
below, TDK U.S.A. does not presently intend to purchase any shares of the
Common Stock, but it may determine to purchase shares of the Common Stock, in
open market or privately negotiated transactions, from time to time. TDK
U.S.A. also may determine to dispose of any portion or all of such shares at
any time, or from time to time. In determining whether to purchase shares of
the Common Stock or to dispose of shares, and in formulating any plan or
proposal with respect to any transaction between TDK U.S.A. and the Company,
TDK U.S.A. intends to consider and review various factors on a continuous
basis, including the Company's financial condition, business and prospects,
other developments concerning the Company, the price and availability of shares
of the Common Stock, other investment and business opportunities available to
TDK U.S.A., developments with respect to TDK U.S.A.'s subsidiaries' businesses,
and general economic, monetary and stock market conditions.
Except as described in this Statement, TDK U.S.A. has no present plans
or proposals which would relate to or result in any of the following:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of June 28, 1996, TDK U.S.A. became the beneficial owner of
1,161,614 shares of the Common Stock, which represented in the
aggregate 18.5% of the outstanding shares of Common Stock
(based on 6,275,946 shares of Common Stock outstanding as of
April 30,
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1996, as disclosed in the Company's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 1996).
The person ultimately owning TDK U.S.A. is TDK Corporation, a
Japanese corporation ("TDK"). The principal business and
executive offices of TDK are located at 1-13-1 Nihonbashi,
Chuo-ku, Tokyo 103, Japan. TDK manufactures a broad range of
magnetic recording media and electronic components.
Information regarding each of the directors and executive
officers of TDK is set forth below:
Hiroshi Sato
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
President and a Director
Citizen of Japan
Sho Masujima
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Vice President and a Director
Citizen of Japan
Makoto Komoda
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Managing Director
Citizen of Japan
Sadao Iwaya
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Managing Director
Citizen of Japan
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Matsuo Takeuchi
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Managing Director
Citizen of Japan
Takao Masaki
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Executive Managing Director
Citizen of Japan
Satoru Matsoura
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Director
Citizen of Japan
Motoyuki Kurihara
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Director
Citizen of Japan
Tatsuahiro Ochiai
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Director
Citizen of Japan
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Shunjiro Saito
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Director
Citizen of Japan
Sadao Tsunoo
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Director
Citizen of Japan
Hiroshi Yagi
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Director
Citizen of Japan
Satoshi Orimoto
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Director
Citizen of Japan
Joichiro Esaki
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Director
Citizen of Japan
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Tetsuo Takahashi
TDK Corporation
Corporate Headquarters
1-13-1, Nihonbashi
Chuo-ku
Tokyo 103
Japan
Director
Citizen of Japan
During the last five years, neither TDK nor, to the best
knowledge of TDK U.S.A., any director or executive officer of
TDK, has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b)
a party to a 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.
Except as disclosed in Item 3, Item 4 and Item 5, paragraph
(a), neither TDK nor, to the best knowledge of TDK U.S.A., any
of the directors or executive officers of TDK U.S.A. or TDK,
beneficially owns any shares of the Common Stock.
(b) Not applicable.
(c) Other than transactions described in Item 3 above, TDK U.S.A.
has not made any transaction in the Common Stock.
(d) Not applicable.
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 TDK U.S.A. and any person with respect to any
shares of Common Stock of the Company, including but not limited to agreements
regarding transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies other than
the Registration Rights Agreement dated as of March 30, 1994 by and among the
Company, JV Acquisition Corporation, a Delaware corporation; SSi; and AMP
Incorporated, a Pennsylvania corporation.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Registration Rights Agreement dated as of March 30, 1994 by and among
the Company, JV Acquisition Corporation, a Delaware corporation; SSi; and AMP
Incorporated, a Pennsylvania corporation, incorporated by reference to Exhibit
4.3 to the Registration Statement on Form S-1 (File No. 33-93426) filed by
Smartflex Systems, Inc., a Delaware corporation, on June 13, 1995.
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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.
Date: June 28, 1996 TDK U.S.A. Corporation
By: /s/ FRANCIS J. SWEENEY, JR.
-------------------------------
Name: Francis J. Sweeney, Jr.
Title: Vice President, General
Counsel and Secretary
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