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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 17, 1996
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SMARTFLEX SYSTEMS, INC.
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(Exact name of Registrant as specified in charter)
Delaware 0-26472 33-0581151
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State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
14312 Franklin Avenue, Tustin, California 92680-7028
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 838-8737
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Not Applicable
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(Former name or former address, if changed, since last report.)
Page 1 of 5 Pages
Exhibit Index is on Page 4
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ITEM 5. OTHER EVENTS.
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On July 22, 1996, Smartflex Systems, Inc., (the "Corporation")
issued a press release announcing the adoption by its Board of Directors of a
Shareholder Rights Plan on July 17, 1996. In this connection, the Board of
Directors of the Corporation on July 17, 1996 declared a dividend distribution
of one Right for each outstanding share of the Corporation's Common Stock to
stockholders of record on the close of business on August 16, 1996. Each Right
entitles the registered holder to purchase from the Corporation a unit (the
"Unit") consisting of one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $0.001 per share, at a purchase price
of $70.00 per Unit, subject to adjustment.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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99.1 Press Release, dated July 22, 1996.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 22, 1996
SMARTFLEX SYSTEMS, INC.
By: /S/ WILLIAM L. HEALEY
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William L. Healey
Its: President and Chief Executive
Officer
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EXHIBIT INDEX
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Exhibit Sequential
No. Description Page No.
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99.1 Press Release dated July 22, 1996. -----
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: ALFRED B. CASTLEMAN
CHIEF FINANCIAL OFFICER
714-838-8737
SMARTFLEX ADOPTS
SHAREHOLDER RIGHTS PLAN
Tustin, CA - July 22, 1996 - Smartflex Systems, Inc., (NASDAQ: SFLX), today
announced that its board of directors has approved a shareholder rights plan to
protect stockholders from any unsolicited attempt to acquire the company. "The
adoption of the shareholder rights plan is not a response to any current effort
to acquire control of the corporation," said William L. Healey, President and
CEO. "While the shareholder rights plan will not prohibit the acquisition of
the company, it establishes certain rights to ensure that should any
unsolicited acquisition occur, it would be on terms equitable to all
stockholders," Mr. Healey further noted. Details of the plan will be
distributed in a mailing to stockholders in late August, 1996.
Smartflex Systems, Inc., headquartered in Tustin, California, is an electronics
manufacturing services provider of sophisticated electronic assemblies and
sub-assemblies. Smartflex provides comprehensive interconnect solutions,
specializing in precision surface mount and direct die attach technologies on
flexible circuit substrates.
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