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As filed with the Securities and Exchange Commission on November 16, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ACT MANUFACTURING, INC.
(Exact name of registrant as specified in its charter)
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Massachusetts 3670 04-2777507
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification Number)
of incorporation or Classification Code
organization) Number)
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2 Cabot Road
Hudson, MA 01749
(978) 567-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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JOHN A. PINO
Chairman of the Board and Chief Executive Officer
ACT Manufacturing, Inc.
2 Cabot Road
Hudson, MA 01749
(978) 567-4000
(Name, address including
zip code, and telephone number, including area code, of agent for service)
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Copies to:
JOHN A. MELTAUS, ESQ. DAVID F. DIETZ, P.C.
BARBARA M. JOHNSON, ESQ. ANDREW F. VILES, ESQ.
SUSAN J. NOCK, ESQ. Goodwin, Procter & Hoar llp
Testa, Hurwitz & Thibeault, llp Exchange Place
125 High Street Boston, Massachusetts 02109
Boston, Massachusetts 02110 Telephone: (617) 570-1000
Telephone: (617) 248-7000 Telecopy: (617) 523-1231
Telecopy: (617) 248-7100
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date hereof.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-89585
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Offering Price Aggregate
Securities to be Amount To Be Per Offering Amount of
Registered Registered(1) Share(2) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value.................. 316,250 shares 26.0625 $8,242,266 $2,292
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(1) Includes 41,250 shares which the Underwriters have the option to purchase
from ACT Manufacturing, Inc. to cover over-allotments, if any.
(2) Based upon the public offering price.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
This Registration Statement is being filed with respect to the
registration of additional shares of the common stock, $.01 par value per
share, of ACT Manufacturing, Inc., a Massachusetts corporation, for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The
contents of the earlier effective registration statement (Registration No. 333-
89585) (the "Earlier Registration Statement") are incorporated in this
Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith or incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hudson, Massachusetts on November 16, 1999.
Act Manufacturing, Inc.
/s/ Jeffrey B. Lavin
By: _________________________________
Jeffrey B. Lavin
Vice President of Finance, Chief
Financial Officer, Treasurer and
Clerk
POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
* Chairman of the Board of November 16, 1999
____________________________________ Directors and Chief
John A. Pino Executive Officer
(principal executive
officer)
/s/ Jeffrey B. Lavin Vice President of Finance, November 16, 1999
____________________________________ Chief Financial Officer,
Jeffrey B. Lavin Treasurer and Clerk
(principal financial and
accounting officer)
* Director November 16, 1999
____________________________________
Edward T. Cuddy
* Director November 16, 1999
____________________________________
Bruce R. Gardner
* Director November 16, 1999
____________________________________
Frederick W. Gibbs
* Director November 16, 1999
____________________________________
David S. Lee
* Director November 16, 1999
____________________________________
Donald G. Polich
</TABLE>
*By: /s/ Jeffrey B. Lavin
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Jeffrey B. Lavin
Attorney-in-Fact
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<S> <C>
5.1* Opinion of Testa, Hurwitz & Thibeault, LLP regarding the legality of the securities being issued.
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24.1* Power of Attorney.
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*Filed with the Company's Registration Statement on Form S-3 (Registration No.
333-89585).
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of ACT Manufacturing,
Inc. on Form S-3 of our report dated October 15, 1999, included in or made part
of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
Boston, Massachusetts
November 16, 1999
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the prospectus constituting part of this
Registration Statement of our reports dated August 21, 1998 (except as to Note
14, which is as of October 9, 1998) and June 21, 1999 (except as to Note 13,
which is as of July 29, 1999) relating to the financial statements of CMC
Industries, Inc., which appear in or are made part of such prospectus. We also
consent to the reference to us under the heading "Experts" in such prospectus.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Memphis, Tennessee
November 16, 1999
