SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EFTC CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
268443 10 8
(CUSIP Number)
Robert Monaco
RM Electronics, Inc.
One Perimeter Road
Manchester, NH 03103
Telephone: 603-627-9556
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
<PAGE>
CUSIP NO. 268443 10 8 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
RAYMOND MARSHALL
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 900,000
BENEFICIALLY
OWNED 8 SHARED VOTING POWER
BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 900,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 268443 10 8 13D Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
ROBERT MONACO
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 900,000
BENEFICIALLY
OWNED 8 SHARED VOTING POWER
BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 900,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 268443 10 8 13D Page 4 of 9 Pages
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, par value $.01 per share
(the "Securities") of the following corporation (the "Issuer"):
EFTC Corporation
9351 Grant Street, 6th floor
Denver, CO 80229
ITEM 2. IDENTITY AND BACKGROUND.
The name, residence address, and principal occupation of the Reporting
Persons are:
(c) Present Principal Occupation
or Employment, Principal
(a) Name (b) Residence Address Business Address
Raymond Marshall 26 Deertrees Lane Vice President
Newfields, NH 03856 RM Electronics, Inc.
One Perimeter Road
Manchester, NH 03103
Robert Monaco 27 Gifford Farm Road Vice President
Stratham, NH 03885 RM Electronics, Inc.
One Perimeter Road
Manchester, NH 03103
(d) During the last five years, neither Reporting Person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither Reporting Person has been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such Reporting Person 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.
(f) The Reporting Persons are citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Securities of the Issuer specified as beneficially owned by each
Reporting Person in Item 5 were received by such Reporting Person as
consideration for such Reporting Person's ownership interest in RM Electronics,
Inc., a New Hampshire corporation doing business as Personal Electronics ("PE"),
a privately owned corporation that was acquired by the Issuer on March 31, 1998.
Such acquisition was completed pursuant to the terms of an Agreement and Plan of
Reorganization dated as of March 31, 1998 (the "Merger Agreement"), among the
Issuer, RM Electronics Acquisition Corporation, and PE. All references herein to
the Merger Agreement are qualified in their entirety by reference to the terms
of the such agreement, which constitutes an exhibit to this statement on
Schedule 13D and is incorporated herein by reference. Each Reporting Person was
a principal shareholder of PE prior to its acquisition by the Issuer.
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CUSIP NO. 268443 10 8 13D Page 5 of 9 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the securities of the Issuer specified
in Item 5 was to facilitate the sale of such Reporting Person's interest in PE
to the Issuer as provided in the Merger Agreement.
Except as set forth below, with respect to subitem (d) of Item 4, none of
the Reporting Persons has any plans or proposals that relate to or would result
in any of the actions described in subitems (a), (b), (c) or (e) through (j) of
Item 4.
(d) Pursuant to the terms of the Merger Agreement, Raymond Marshall and
Robert Monaco were jointly entitled to designate one person for election to the
board of directors of the Issuer prior to the Issuer's 1998 Annual Meeting.
Robert Monaco was appointed to serve in such capacity and has been nominated for
election to the Issuer's Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) In the aggregate, the Reporting Persons own 1,800,000 shares of the
Securities, or 13.2% of the aggregate number of the Securities outstanding,
which are directly owned by the Reporting Persons as follows:
Raymond Marshall directly owns 900,000 shares, or 6.6%; and
Robert Monaco directly owns 900,000 shares, or 6.6%.
Each of the Reporting Persons expressly disclaims beneficial ownership of the
Securities directly held by each other Reporting Person.
(b) Except as set forth herein, each Reporting Person has sole power to
vote and to direct the voting of, and sole power to dispose, or direct the
disposition of, the Securities indicated as directly owned by such Reporting
Person in Item 5(a).
(c) Each Reporting Person has only effected one transaction in the
Securities in the past 60 days, being the acquisition of the Securities
specified in Item 5(a) at the time of the consummation of the acquisition of PE
by the Issuer. The Reporting Persons each received the aggregate number of
Securities set forth in Item 5(a) in exchange for all of the Reporting Person's
shares of common stock of PE. The acquisition of PE and the issuance of the
Securities specified in Item 5 were effected in a private transaction consisting
of a merger of PE with a wholly owned subsidiary of the Issuer, with PE being
the surviving corporation (the "Merger"). The capital stock of PE outstanding
prior to the Merger was converted into the right to receive the Securities
specified in Item 5(a).
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In order to effect the Merger, the Issuer and the Reporting Persons
entered into the Merger Agreement, as described in response to Items 3, 4 and 5,
which are incorporated herein by reference.
In connection with the Merger Agreement and the transactions contemplated
thereby, the Issuer agreed to provide to the Reporting Persons certain rights to
participate in the registration of resales of all or part of the Securities held
by them under the Securities Act of 1933.
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CUSIP NO. 268443 10 8 13D Page 6 of 9 Pages
The terms of such rights are set forth in a Registration Rights Agreement, dated
as of March 31, 1998 (the "Registration Rights Agreement"), among the Issuer and
each of the Reporting Persons. Each reference herein to the Registration Rights
Agreement is qualified in its entirety to the terms of such agreement, which
constitutes an exhibit to this statement on Schedule 13D and is incorporated
herein by reference. Pursuant to the Registration Rights Agreement, subject to
certain terms and conditions, the Issuer agreed to register the resale of up to
600,000 shares of the Issuer's common stock issued pursuant to the Merger
Agreement. The Issuer agreed to cause such registration to be made by means of a
shelf registration under the Securities Act of 1933, as amended (the "Securities
Act") on Form S-3, which the Issuer agreed to file not later than June 29, 1998.
The Issuer is obligated to use reasonable efforts to cause such registration
statement to become effective not later than August 15, 1998. The Registration
Rights Agreement also provides certain "piggyback" registration rights, subject
to certain terms and conditions, entitling the Reporting Persons to include all
or part of their shares of the Issuer's common stock in other registration
statements under the Securities Act that the Issuer may file in the future.
Except as provided in Item 2, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any other person with respect to any
Securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith or incorporated by reference:
1 Agreement and Plan of Reorganization, dated as of March 31, 1998, by
and among EFTC Corporation, RM Electronics Acquisition Corporation, and
RM Electronics, Inc. (Incorporated by reference to Exhibit 2.1 to the
Issuer's Current Report on Form 8-K, dated April 15, 1998, Commission
File No. 0-23332.)
2 Registration Rights Agreement, dated as of March 31, 1998, by and
among the Issuer, Raymond Marshall and Roberto Monaco. (Incorporated by
reference to Exhibit 2.2 to the Issuer's Current Report on Form 8-K,
dated April 15, 1998, Commission File No.
0-23332.)
3. Joint Filing Agreement, dated as of May 6, 1998, by and
between Raymond Marshall and Roberto Monaco.
<PAGE>
CUSIP NO. 268443 10 8 13D Page 7 of 9 Pages
SIGNATURES
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 6, 1998
/S/ Raymond Marshall
Raymond Marshall
/S/ Robert Monaco
Robert Monaco
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<TABLE>
<CAPTION>
Exhibit Index
Exhibit Description Page
<S> <C> <C>
1 Agreement and Plan of Reorganization, dated as of March 31, 1998, by
and among EFTC Corporation, RM Electronics Acquisition Corporation, and
RM Electronics, Inc. (Incorporated by reference to Exhibit 2.1 to the
Issuer's Current Report on Form 8-K, dated April 15, 1998, Commission
File No. 0-23332.)
2 Registration Rights Agreement, dated as of March 31, 1998, by and among
the Issuer, Raymond Marshall and Robert Monaco. (Incorporated by
reference to Exhibit 2.2 to the Issuer's Current Report on Form 8-K,
dated April 15, 1998, Commission File No.
0-23332.)
3 Joint Filing Agreement, dated as of May 6, 1998, by and between 9
Raymond Marshall and Robert Monaco.
</TABLE>
<PAGE>
EXHIBIT 3
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D dated May
6, 1998, with respect to the Common Stock of EFTC Corporation is, and any
amendments thereto signed by each of the undersigned shall be, filed on behalf
of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k)(1) under the Securities Exchange Act of 1934.
This Agreement may be executed in counterparts, each of which shall for
all purposes be deemed to be an original, but all of which shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the undersigned have each executed this Joint Filing
Agreement as of May 6, 1998.
/S/ Raymond Marshall
Raymond Marshall
/S/ Robert Monaco
Robert Monaco
