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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ACT MANUFACTURING, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
000973-10-7
(CUSIP Number)
MATTHEW G. LANDA, CHIEF EXECUTIVE OFFICER
CMC INDUSTRIES, INC.
4950 PATRICK HENRY DRIVE
SANTA CLARA, CALIFORNIA 95054
(408) 982-9999
(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 Sections 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 Section 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).
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SCHEDULE 13D
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CUSIP NO. 000973-10-7 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CMC Industries, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,020,722
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A
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PERSON 10 SHARED DISPOSITIVE POWER
WITH N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,020,722
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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)
55.2% (1)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(1) Based upon the 9,092,146 shares of ACT Manufacturing, Inc. common
stock outstanding as of May 10, 1999, (as represented by ACT in the Agreement
and Plan of Merger and Reorganization discussed in Items 3 and 4).
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SCHEDULE 13D
CUSIP NO. 000973-10-7 PAGE 3 OF 8 PAGES
Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by CMC Industries, 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 of
ACT Manufacturing, Inc., a Massachusetts corporation ("ACT").
The principal executive offices of ACT are 2 Cabot Road,
Hudson, Massachusetts 01749.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the corporation filing this statement is CMC
Industries, Inc., a Delaware corporation ("CMC"). CMC's
principal business is contract manufacturing services in the
electronics industry. The address of the principal executive
offices of CMC is 4950 Patrick Henry Drive, Santa Clara,
California 95054. 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
CMC's directors and executive officers, as of the date hereof.
Neither CMC, nor to CMC'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, and subject to the
conditions set forth therein (including approval by
stockholders of ACT and CMC), Merger Sub will merge with and
into CMC and CMC will become a wholly-owned subsidiary of ACT
(such events constituting the "Merger"). Once the Merger is
consummated, Merger Sub will cease to exist as a corporation
and all of the business, assets, liabilities and obligations
of Merger Sub will be merged into CMC with CMC remaining as
the surviving corporation (the "Surviving Corporation"). As a
result of the Merger, each outstanding share of CMC Common
Stock, other than shares owned by Merger Sub, ACT or any
wholly-owned subsidiary of ACT, 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 become an option to purchase that
number of shares of ACT Common Stock as is equal (subject to
rounding) to the number of
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SCHEDULE 13D
CUSIP NO. 000973-10-7 PAGE 4 OF 8 PAGES
shares of CMC Common Stock that was subject to such option
immediately prior to the Merger, multiplied by the Exchange
Ratio. 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.
As an inducement for CMC to enter into the Merger Agreement
and in consideration thereof, certain stockholders of ACT (the
"Voting Agreement Stockholders") entered into Voting
Agreements dated as of May 10, 1999 with CMC (collectively,
the "Voting Agreements") whereby the Voting Agreement
Stockholders agreed to vote all of the shares of ACT 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. CMC 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, 0.5 shares of ACT Common Stock.
ACT will assume the outstanding options issued under CMC stock
option plans.
Each of the Voting Agreement Stockholders has, by executing a
Voting Agreement, agreed to vote such portion of the 5,020,722
shares, collectively, of ACT 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 ACT stockholders meeting
and on every action or approval by written consent of the
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SCHEDULE 13D
CUSIP NO. 000973-10-7 PAGE 5 OF 8 PAGES
ACT 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 competition with
consummation of the Merger. In addition, each Voting Agreement
Stockholder has, by executing a Voting Agreement, agreed to
execute and deliver to CMC within five days of CMC's written
request therefor a valid and binding irrevocable proxy
granting CMC or its designees the authority to vote his Shares
of ACT 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 are
to enable CMC and ACT 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. 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, CMC 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
CMC 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 are
qualified in their entirety by reference to the copies of the
Merger
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SCHEDULE 13D
CUSIP NO. 000973-10-7 PAGE 6 OF 8 PAGES
Agreement and the Voting Agreements, respectively, included as
Exhibits 1 and 2, respectively, to this Schedule 13D, are
incorporated in this Item 4 in their entirety where such
references and descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF THE ACT.
(a) - (b) As a result of the Voting Agreements, CMC may be
deemed to be the beneficial owner of at least 5,020,722 shares
of ACT Common Stock. Such ACT Common Stock constitutes
approximately 55.2% of the issued and outstanding shares of
ACT Common Stock based on the number of shares of ACT Common
Stock outstanding as of May 10, 1999 (as represented by ACT in
the Merger Agreement).
CMC has shared power to vote all of the Shares for the limited
purposes described above. CMC 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 ACT Common Stock.
To the knowledge of CMC, none of the persons listed on
Schedule A has an ownership interest in ACT.
(c) To the knowledge of CMC, 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 CMC,
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 ACT, including but not limited to transfer
or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangement, 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:
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SCHEDULE 13D
CUSIP NO. 000973-10-7 PAGE 7 OF 8 PAGES
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).
2. Form of Voting Agreement, dated May 10, 1999, between
CMC and certain stockholders of ACT.
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SCHEDULE 13D
CUSIP NO. 000973-10-7 PAGE 8 OF 8 PAGES
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.
Dated: May 20, 1999
CMC INDUSTRIES, INC.
By: /s/Matthew G. Landa
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President and Chief Executive Officer
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Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF
CMC INDUSTRIES, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
CMC. Except as indicated below, the business address of each such person is 4950
Patrick Henry Drive, Santa Clara, California 95054.
<TABLE>
<CAPTION>
Present Principal Occupation Including
Name and Title Name of Employer
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<S> <C>
David S. Lee Chairman of the Board of Directors of CMC
Chairman of the Board of Directors
Matthew G. Landa President and Chief Executive Officer of CMC
President and Chief Executive Officer
Andrew J. Moley Executive Vice President and Chief Financial
Executive Vice President and Chief Financial Officer of CMC
Officer
Frederick Gibbs Partner, Gibbs & Gregory
Director 130 Magnolia Road
Pemberton, NJ 08068
M. Kenneth Oshman President and Chief Executive Officer
Director ECHELON
4015 Miranda Avenue
Palo Alto, CA 94304
Richard M. Moley Personal Investor
Director
Ira Coron Chairman of the Board, California Amplifier
Director 460 Calle San Pablo
Camarillo, CA 93012
Charles Holloway Kleiner Perkins Professor of Management
Director Stanford Graduate School of Business
Palo Alto, CA 94305-5015
Jack O'Rear Vice President and Chief Operating Officer
Vice President and Chief Operating Officer
Lanny N. Lambert Vice President and Secretary
Vice President and Secretary
Karl Chang Vice President, President Asian Operations
Vice President, President Asian Operations
</TABLE>
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Schedule B
<TABLE>
<CAPTION>
Stockholder Shares of ACT Common Stock
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John A. Pino 4,447,568
John A. Pino Grantor Retained Annuity Trust 73,154
II dated August 16, 1996
1998 John A. Pino Grantor Retained Annuity 500,000
Trust dated June 15, 1998
</TABLE>
