<PAGE>
--------------------------------
/ OMB APPROVAL /
--------------------------------
/ OMB Number: 3235-0145 /
/ Expires: August 31, 1999 /
/ Estimated average burden /
/ hours per form ....... 14.90 /
-------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ACT Manufacturing, Inc.
______________________
(Name of Issuer)
Common Stock, $0.1 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
_________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 16, 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 13d-1(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).
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 000973-10-7 13D PAGE 2 OF 5 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John A. Pino
S.S.####-##-####
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF
4,299,093
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY 420,879
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING
4,299,093
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
420,879
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
4,719,972
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11
29.9
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ----------------------- -----------------
CUSIP No. 000973-10-7 13D Page 3 of 5
- ----------------------- -----------------
This Amendment No. 1 amends the Statement on Schedule 13D filed with the
Securities and Exchange Commission on May 20, 1999 (the "Schedule 13D") by John
A. Pino (the "Filer") with respect to the shares of Common Stock, par value
$0.01 (the "Common Stock") of ACT Manufacturing, Inc. (the "Issuer").
This Amendment No. 1 is filed with respect to the Common Stock on behalf of
the Filer. The Filer beneficially owned Common Stock subject to the voting
restrictions set forth in the Voting Agreement, dated May 10, 1999, between the
Reporting Person and CMC Industries, Inc., a Delaware corporation ("CMC"). The
Voting Agreement is also described in Items 3 and 4 of the Schedule 13 D.
Unless otherwise defined herein, all capitalized terms shall have the
meaning ascribed to them in the Schedule 13D.
Item 3 of the Schedule 13D is hereby amended in its entirety to read as
follows:
Item 3. Source and Amount of Funds.
The Agreement and Plan of Merger and Reorganization dated May 10, 1999,
(the "Merger Agreement"), among the Issuer, East Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of the Issuer ("Merger Sub") and CMC,
was consummated on July 29, 1999. The Voting Agreement, which subjected shares
beneficially owned by the Filer to certain voting restrictions terminated at the
effective time of the Merger.
As a result of the Merger, each issued and outstanding share of common
stock, par value, $0.01, of CMC was converted into one-half (1/2) of one share
of Common Stock of the Issuer. In addition, each outstanding option to purchase
CMC common stock under CMC's stock option plans (each, a "CMC Common Stock
Option") was assumed by the Issuer and became an option to purchase that number
of shares of Common Stock of the Issuer as was equal (subject to rounding) to
the number of shares of CMC common stock that was subject to such CMC Common
Stock Option immediately prior to the Merger, multiplied by one-half (1/2)
(each, an "Assumed Option"). The exercise price of each Assumed Option was made
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 date of the Merger by one-half (1/2), rounded up to the
nearest whole cent.
On or about November 22, 1999, the Issuer conducted an underwritten public
offering of its Common Stock pursuant to a Registration Statement (the
"Registration Statement") on Form S-3, dated November 16, 1999 (the "Offering").
In the Offering, the Filer sold a portion of his beneficially owned Common
Stock.
Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows:
Item 4. Purpose of Transaction.
(a) - (b) The Voting Agreement was terminated on the effective date of the
Merger, July 29, 1999.
(c) Not applicable.
(d) Upon the consummation of the Merger, the Issuer's board of directors was
increased from four (4) to six (6) persons and Mr. Frederick W. Gibbs and Mr.
David S. Lee were elected to serve on the board of directors. Mr. Matthew Landa
was elected to serve as the President of the Issuer.
<PAGE>
- ----------------------- -----------------
CUSIP No. 000973-10-7 13D Page 4 of 5
- ----------------------- -----------------
(e) The Issuer's outstanding total of Common Stock increased from 12,788,824
shares to 15,813,824 as a result of the Offering.
(f) Not applicable.
(g) Not applicable.
(h) - (i) Upon consummation of the Merger, the CMC Common Stock was
deregistered under the Act and delisted from The Nasdaq National Market.
(j) Not applicable.
Item 5 of the Schedule 13D is amended in its entirety to read as follows:
Item 5. Interest in Securities of the Issuer.
(a) The Filer is the beneficial owner of 4,719,972 shares of Common Stock
or 29.9% of the class. The foregoing percentage is calculated based on the
15,813,824 shares of Common Stock reported to be outstanding in the Issuer's
Registration Statement.
(b) The Filer has sole voting and dispositive power, as the direct owner,
of 4,299,093 shares of Common Stock. As a co-trustee of the John A. Pino Grantor
Retained Annuity Trust dated June 15, 1998, the Filer is the beneficial owner of
420,879 shares of Common Stock which are held in trust for the Filer but of
which the Filer shares voting and dispositive power.
(c) The Filer sold 300,750 shares of Common Stock on or about November 22,
1999 in the underwritten Offering for $24.56 per share on the Nasdaq National
Market.
(d) Not applicable.
(e) Not applicable.
<PAGE>
----------------------- -----------------
CUSIP No. 000973-10-7 13D Page 5 of 5
----------------------- -----------------
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.
/s/ John A. Pino
February 16, 2000 --------------------
John A. Pino
