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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. ________)*
ACT Manufacturing, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
000973-10-7
- --------------------------------------------------------------------------------
(CUSIP Number)
John A. Pino, c/o ACT Manufacturing, Inc.,
2 Cabot Road, Hudson, MA 01749 (978) 568-0105
- --------------------------------------------------------------------------------
(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 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 [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13-d1(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
disclosures provided in a prior cover page.
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 7 Pages)
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 000973-10-7 PAGE 2 OF 7 PAGES
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. Pino
S.S.# ###-##-####
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,520,722
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 4,520,722
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,020,722
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
55.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 000973-10-7 13D Page 3 of 7
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, $.01 par value
per share (the "Common Stock"), of ACT Manufacturing, Inc., a Massachusetts
corporation ("ACT"). The principal executive offices of ACT are located at 2
Cabot Road, Hudson, Massachusetts 01749.
Item 2. Identity and Background.
(a) The name of the person filing this statement is John A. Pino (the
"Filer").
(b) The business address of the Filer is ACT Manufacturing, Inc., 2 Cabot
Road, Hudson, Massachusetts, 01749.
(c) The Filer is the President, Chief Executive Officer and Chairman of the
Board of ACT.
(d) During the past five years, the Filer has not been convicted in any
criminal proceedings (excluding traffic violations or similar misdemeanors).
(e) During the past five years, the Filer has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which the Filer 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) United States.
Item 3. Source and Amount of Funds.
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 "Merger") after which the separate corporate existence of Merger
Sub shall cease and CMC shall continue as the surviving corporation and a
wholly-owned subsidiary of ACT (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 effective
time of 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.
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CUSIP No. 000973-10-7 13D Page 4 of 7
As an inducement for CMC to enter into the Merger Agreement and in
consideration thereof, certain stockholders of ACT, including the Filer, (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 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.
The Filer has, by executing a Voting Agreement, agreed to vote 4,520,722 shares
of ACT Common Stock (the "Shares") as described below.
Pursuant to the Voting Agreement, the Filer has agreed, at every ACT
stockholders meeting and on every action or approval by written consent of the
ACT stockholders, to vote the Shares (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,
the Filer 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 the 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 Agreement terminates 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.
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CUSIP No. 000973-10-7 13D Page 5 of 7
(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, the Filer knows of no plan or proposals which
relate to, or may result in, any of the matters listed in Items 4(a) - (j)
of Schedule 13D.
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, and
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.
Item 5. Interest in Securities of the Issuer.
(a) The Filer is the beneficial owner of 5,020,722 shares of Common Stock
or 55.2% of the class.
(b) As the direct owner and as the trustee of the John A. Pino Grantor
Retained Annuity Trust II dated August 16, 1996, the Filer has sole dispositive
power over 4,520,722 shares of Common Stock (the Filer is also the beneficial
owner of 500,000 shares of Common Stock which are held in trust for the Filer
but of which the Filer is not the trustee and of which the Filer does not have
voting or dispositive power) and shared voting power over such 4,520,722 shares
of Common Stock with CMC 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 of the Shares. The Filer does not have any ownership
interest in CMC.
(c) The Filer has not effected any transaction in the Common Stock during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Other than the Voting Agreement, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Filer and CMC
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
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
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CUSIP No. 000973-10-7 13D Page 6 of 7
Item 7. Material 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).
2. Form of Voting Agreement, dated May 10, 1999, between CMC and certain
stockholders of ACT (incorporated by reference to exhibits to the Report on
Form 8-K filed by ACT Manufacturing, Inc. on May 14, 1999).
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CUSIP No. 000973-10-7 13D Page 7 of 7
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.
May 19, 1999 /s/ John A. Pino
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John A. Pino
