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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) October 7, 1998
SMARTFLEX SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-26472 33-0581151
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
14312 Franklin Avenue, Tustin, California 92781-2085
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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
Exhibit Index on Page 3
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ITEM 5. OTHER EVENTS
On October 7, 1998, Smartflex Systems, Inc., a Delaware corporation
("Smartflex"), acquired all of the issued and outstanding shares (the "Shares")
of Logical Services Incorporated, a California corporation ("Logical"), pursuant
to a Stock Purchase Agreement, dated as of October 7, 1998 (the "Stock Purchase
Agreement"), by and among Smartflex, Logical and each of the shareholders (the
"Shareholders") of Logical. The aggregate purchase price for the Shares paid by
Smartflex was $2,300,000, of which Smartflex paid $2,070,000 in cash to the
Shareholders at the closing of the acquisition. The remaining $230,000 is being
held by Smartflex and will be paid to the Shareholders on October 7, 1999. Both
the closing payment and the holdback amount are subject to certain adjustments
as provided in the Stock Purchase Agreement.
Logical entered into five-year employment agreements with certain executive
officers of Logical concurrently with the closing of the Stock Purchase
Agreement. Logical and Smartflex also established a Performance Bonus Plan for
each of such executive officers, pursuant to which such executives will share in
certain profits earned from Logical's business for up to five years.
ITEM 7. EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press Release
SIGNATURE
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.
SMARTFLEX SYSTEMS, INC.
Date: October 8, 1998 By: /s/ JOHN W. HOHENER
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John W. Hohener
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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99.1 Press Release 4
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT:
INVESTOR RELATIONS MEDIA RELATIONS
JOHN HOHENER (CFO, SMARTFLEX) DICK BELL (V.P. WORLDWIDE SALES, SMARTFLEX)
(714) 838-8737 (714) 838-8737
WILLA PATCH (STAPLETON COMMUNICATIONS) JOHN DILLON (YOUNG COMPANY)
(650) 470-4230 (310) 451-0300
PRECISION CONTRACT MANUFACTURER SMARTFLEX
SYSTEMS ACQUIRES ENGINEERING DESIGN FIRM IN SILICON VALLEY
TUSTIN, CA - October 8, 1998 -- Smartflex Systems, Inc. (Nasdaq: SFLX) announced
today that it has purchased Logical Services Incorporated (Logical) of Santa
Clara, California, for cash. The transaction is a stock purchase.
Logical is a privately held electronic engineering, design and development
company with annual revenues of three million dollars. Since its inception in
1973, Logical has completed in excess of 400 product designs, many of which were
for the medical and RF telecommunication markets. Logical has become a fixture
in Silicon Valley over the years and Bob Ulrickson, it's President, a well-known
and respected contributor to the high tech community.
Tony Richardson, Chief Operating Officer of Smartflex Systems commented,
"Having Logical on board should move Smartflex ahead considerably in its growth
strategy. We look forward to leveraging Logical's design and development
expertise with our precision volume manufacturing competence to provide
added-value through the product engineering and production cycle. In addition,
Logical's expertise in medical and wireless communications will help to
accelerate our move into these and other non-storage markets."
Bob Ulrickson, President of Logical stated that, "We are pleased at the
synergy this relationship will bring. Our new synchronized product introduction
capability - from electronic design and software development, through regulatory
approval, precision tooling and volume manufacturing - will give our customers a
real competitive advantage".
