<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CMC INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK $.01 PAR VALUE
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(Title of Class of Securities)
125708107
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(CUSIP Number)
JOHN A. PINO, CHIEF EXECUTIVE OFFICER
-------------------------------------
ACT MANUFACTURING, INC.
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2 CABOT ROAD
------------
HUDSON, MASSACHUSETTS 01749
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(978) 568-0105
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 1999
------------
(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 13D, and is filing this
schedule because of(S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7(b) for other
parties to whom copies are to be sent.
The information required on 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 of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 8 Pages)
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SCHEDULE 13D
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CUSIP NO. 125708107 PAGE 2 OF 8 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ACT Manufacturing Inc.
04-2777507
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
N/A (b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
N/A
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
COMMONWEALTH OF MASSACHUSETTS
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SOLE VOTING POWER
7
NUMBER OF N/A
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,191,712
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING N/A
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
N/A
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,191,712
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
28.5%(1)
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TYPE OF REPORTING PERSON*
14
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
<PAGE>
(1) Based upon the 7,681,798 shares of CMC Industries, Inc. common stock
outstanding as of March 31, 1999, (as represented by CMC in the Agreement
and Plan of Merger and Reorganization discussed in Items 3 and 4).
Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by ACT Manufacturing, Inc. that it is the beneficial
owner of any of the Common Stock referred to herein for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any
other purpose, and such beneficial ownership is expressly disclaimed.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, $.01 par
value per share of CMC Industries, Inc., a Delaware corporation
("CMC"). The principal executive offices of CMC are 4950 Patrick Henry
Drive, Santa Clara, CA 95054.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the corporation filing this statement is ACT
Manufacturing, Inc., a Massachusetts corporation ("ACT"). ACT's
principal business is contract manufacturing services in the
electronics industry. The address of the principal executive offices
of ACT is 2 Cabot Road, Hudson, Massachusetts 01749. Set forth on
Schedule A is the name and present principal occupation or employment
and the name, principal business and address of any corporation or
other organization in which such employment is conducted, of each of
ACT's directors and executive officers, as of the date hereof.
Neither ACT, nor to ACT's best knowledge, any person named on Schedule
A hereto is required to disclose legal proceedings pursuant to Items
2(d) or 2(e).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger and Reorganization dated
May 10, 1999, (the "Merger Agreement"), among ACT, East Acquisition
Corp., a Delaware corporation and wholly-owned subsidiary of ACT
("Merger Sub") and CMC Industries, Inc., a Delaware corporation ("CMC),
and subject to the conditions set forth therein (including, among other
things, approval by stockholders of ACT and CMC and various state and
Federal agencies), Merger Sub will merge with and into CMC (the
"Surviving Corporation"). Pursuant to the Merger Agreement, at the
effective time of the Merger, each outstanding share of CMC Common
Stock, other than shares held in the treasury of CMC or owned by Merger
Sub, ACT or any direct or indirect wholly-owned subsidiary of ACT or
CMC, will be converted into the right to receive 0.5 of a share (the
"Exchange Ratio") of ACT Common Stock, and each outstanding option to
purchase CMC Common Stock under CMC's stock option plans (each, a "CMC
Common Stock Option") will be assumed by ACT (each, an "Assumed
Option") and will be exercisable for that number of shares of ACT
Common Stock as is equal to the product of the number of shares of CMC
Common Stock that such option immediately prior to the Merger
multiplied by the Exchange Ratio, rounded down to the nearest whole
number of shares of ACT Common Stock. The exercise price of each
Assumed Option will be equal to the quotient determined by dividing the
exercise price per share of CMC Common Stock at which such CMC Common
Stock Option was exercisable immediately prior to the effective time of
the Merger by the Exchange Ratio, rounded up to the nearest whole cent.
The foregoing summary of the Merger is qualified in its entirety by
reference to the copy of the Merger Agreement included as Exhibit 1 to
this Schedule 13D and incorporated herein in its entirety by reference.
<PAGE>
SCHEDULE 13D
CUSIP No. 125708107 Page 4 of 8 Pages
As an inducement for ACT to enter into the Merger Agreement and in
consideration thereof, certain stockholders of CMC (the "Voting
Agreement Stockholders") entered into Voting Agreements dated as of May
10, 1999 with ACT (collectively, the "Voting Agreements") whereby the
Voting Agreement Stockholders agreed to vote all of the shares of CMC
capital stock owned by them (i) in favor of approval and adoption of
the Merger Agreement and the Merger and any matter that could
reasonably be expected to facilitate the Merger and (ii) against
approval of any proposal made in opposition to or competition with
consummation of the Merger. ACT did not pay additional consideration to
any Voting Agreement Stockholder in connection with the execution and
delivery of the Voting Agreements. The foregoing summary of the Voting
Agreements is qualified in its entirety by reference to the copy of the
form of Voting Agreement included as Exhibit 2 to this Schedule 13D and
incorporated herein in its entirety by reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above, this statement relates to the
Merger of Merger Sub, a wholly-owned subsidiary of ACT, with and into
CMC in a statutory merger pursuant to the Delaware General Corporation
Law. At the effective time of the Merger, the separate existence of
Merger Sub will cease to exist and CMC will continue as the Surviving
Corporation and as a wholly-owned subsidiary of ACT. Holders of
outstanding CMC Common Stock will receive, in exchange for each share
of CMC Common Stock held by them immediately prior to the effective
time, 0.5 of a share of ACT Common Stock. ACT will assume the options
issued under CMC stock option plans which are outstanding immediately
prior to the effective time.
Each of the Voting Agreement Stockholders has, by executing a Voting
Agreement, agreed to vote such portion of the 2,191,712 shares,
collectively, of CMC Common Stock (the "Shares") owned by them, as
described below. The Voting Agreement Stockholders and the number of
outstanding shares beneficially owned by each of them as of May 10,
1999, is set forth in Schedule B hereto which is hereby incorporated
by this reference.
Pursuant to the Voting Agreements, the Voting Agreement Stockholders
have agreed, at every CMC stockholders meeting and on every action or
approval by written consent of the CMC stockholders, to vote the
Shares owned by them (i) in favor of approval and adoption of the
Merger Agreement and the Merger and any matter that could reasonably
be expected to facilitate the Merger and (ii) against approval of any
proposal made in opposition to or
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SCHEDULE 13D
CUSIP No. 125708107 Page 5 of 8 Pages
competition with consummation of the Merger. In addition, each Voting
Agreement Stockholder has, by executing a Voting Agreement, agreed to
execute and deliver to ACT within five days of ACT's written request
therefor a valid and binding irrevocable proxy granting ACT or its
designees the authority to vote his Shares of CMC capital stock in
accordance with the preceding sentence. The covenants to vote the
Shares and grant a proxy terminate upon such date and time as the
Merger shall become effective, and the Voting Agreements terminate in
all respects upon termination of the Merger Agreement.
The purpose of the transaction under the Voting Agreements is to
enable ACT and CMC to consummate the transactions contemplated under
the Merger Agreement.
(c) Not applicable.
(d) It is anticipated that upon consummation of the Merger, the
directors of the Surviving Corporation shall be the current directors
of Merger Sub. It is anticipated that the initial officers of the
Surviving Corporation shall be the officers of Merger Sub, until their
respective successors are duly elected or appointed and qualified.
(e) Other than as a result of the Merger described in Item 3 above,
not applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation
of Merger Sub as in effect immediately prior to the Merger, shall be
the Certificate of Incorporation of the Surviving Corporation until
thereafter amended as provided by Delaware Law and such Certificate of
Incorporation, provided, that the Certificate of Incorporation shall be
amended so that the name of the Surviving Corporation is "CMC
Industries, Inc." Upon consummation of the Merger, the Bylaws of
Merger Sub, as in effect immediately prior to the Merger, shall be the
Bylaws of the Surviving Corporation until thereafter amended.
(h) - (i) If the Merger is consummated as planned, the CMC Common
Stock will be deregistered under the Act and delisted from The Nasdaq
National Market.
(j) Other than described above, ACT currently has no plan or proposals
which relate to, or may result in, any of the matters listed in Items
4(a) - (j) of Schedule 13D (although ACT reserves the right to develop
such plans).
References to, and descriptions of, the Merger Agreement and the
Voting Agreements as set forth above in this Item 4 are qualified in
their entirety by reference to the copies of the Merger Agreement and
the Voting Agreements, respectively, included as Exhibits 1 and 2,
respectively, to this Schedule 13D, and are incorporated in this Item 4
in their entirety where such references and descriptions appear.
<PAGE>
SCHEDULE 13D
CUSIP No. 125708107 Page 6 of 8 Pages
ITEM 5. INTEREST IN SECURITIES OF CMC.
(a) - (b) As a result of the Voting Agreements, ACT may be deemed to
be the beneficial owner of at least 2,191,712 shares of CMC Common
Stock. Such CMC Common Stock constitutes approximately 28.5% of the
issued and outstanding shares of CMC Common Stock based on the number
of shares of CMC Common Stock outstanding as of March 31, 1999 (as
represented by CMC in the Merger Agreement).
ACT has shared power to vote all of the Shares for the limited
purposes described above. ACT does not have the sole power to vote or
to direct the vote or to dispose or to direct the disposition of any
shares of CMC Common Stock.
To the knowledge of ACT, none of the persons listed on Schedule A has
an ownership interest in CMC.
(c) To the knowledge of ACT, no transactions in the class of
securities reported have been effected during the past sixty days by
any person named pursuant to Item 2.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the exhibits thereto, including
the Voting Agreements, to the knowledge of ACT, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of CMC, including but
not limited to transfer or voting of any of the securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger and Reorganization, dated May 10,
1999 by and among ACT, Merger Sub, and CMC (incorporated by
reference to exhibits to the Report on Form 8-K filed by ACT
Manufacturing, Inc. on May 14, 1999).
<PAGE>
SCHEDULE 13D
CUSIP No. 125708107 Page 7 of 8 Pages
2. Form of Voting Agreement, dated May 10, 1999, between ACT and
certain stockholders of CMC (incorporated by reference to exhibits
to the Report on Form 8-K filed by ACT Manufacturing, Inc. on May
14, 1999).
<PAGE>
SCHEDULE 13D
CUSIP No. 125708107 Page 8 of 8 Pages
SIGNATURE
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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.
Dated: May 19, 1999
ACT MANUFACTURING, INC.
By: /s/John A. Pino
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President and Chief Executive Officer
<PAGE>
Schedule A
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DIRECTORS AND EXECUTIVE OFFICERS OF
ACT MANUFACTURING, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
ACT. Except as indicated below, the business address of each such person is 2
Cabot Road, Hudson, Massachusetts 01749.
<TABLE>
<CAPTION>
Name and Title Principal Occupation Including
- -------------- Name of Employer
------------------------------
<S> <C>
John A. Pino President, Chief Executive Officer and Chairman
President, Chief Executive Officer and of the Board of Directors of ACT
Chairman of the Board of Directors
Jeffrey B. Lavin Vice President of Finance, Chief Financial
Vice President of Finance, Chief Financial Officer, Treasurer and Clerk of ACT
Officer, Treasurer and Clerk
Douglass C. Greenlaw Vice President of Strategic Development of ACT
Vice President of Strategic Development
Blaise E. Scioli Vice President and General Manager of Cable
Vice President and General Manager of Cable Division of ACT
Division
Robert W. Egan, Jr. Vice President of Business Development of ACT
Vice President of Business Development
David Harrington Vice President of Worldwide Materials
Vice President of Worldwide Materials Management of ACT
Management
Gary Barnier Vice President of Operations of ACT
Vice President of Operations
Edward T. Cuddy
Director
Bruce R. Gardner President
Director Datawatch Corporation
234 Ballardvale Street
Wilmington, MA 01887
Donald G. Polich
Director
</TABLE>
<PAGE>
Schedule B
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<TABLE>
<CAPTION>
Shares of CMC Common
Stockholder Stock
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<S> <C>
David S. Lee 1,442,947
Matthew G. Landa 36,228
Andrew J. Moley 37,788
Frederick Gibbs 28,900
M. Kenneth Oshman 255,000
Richard M. Moley 309,200
Ira Coron 3,000
Charles Holloway 0
Jack O'Rear 11,563
Lanny N. Lambert 22,666
Karl Chang 44,420
</TABLE>
