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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. )*
SMARTFLEX SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, $.0025 PAR VALUE
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(Title of Class of Securities)
83169K 10 8
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(CUSIP Number)
MR. WALLACE K. TSUHA, JR.
SATURN ELECTRONICS & ENGINEERING, INC.
255 REX BOULEVARD
AUBURN HILLS, MICHIGAN 48326
(248) 853-5724
COPIES TO:
DONALD J. KUNZ
HONIGMAN MILLER SCHWARTZ AND COHN
2290 FIRST NATIONAL BUILDING
DETROIT, MICHIGAN 48226
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JULY 6, 1999
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(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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 1 OF 8 PAGES
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SCHEDULE 13D
CUSIP NO. 83169K 10 8 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Saturn Electronics & Engineering, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [x]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
534,808*
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
534,808*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,808*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%**
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14 TYPE OF REPORTING PERSON
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 83169K 10 8 PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SSI Acquisition Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [x]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
534,808*
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
534,808*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,808*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%**
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14 TYPE OF REPORTING PERSON
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 83169K 10 8 PAGE 4 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wallace K. Tsuha
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK, PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
NUMBER OF
1,500***
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
534,808*
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,500***
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
534,808*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
536,308***
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%**
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14 TYPE OF REPORTING PERSON
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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* On July 6, 1999, Saturn Electronics & Engineering, Inc. (the "Parent")
and SSI Acquisition Corp., a wholly owned subsidiary of the Parent (the
"Purchaser"), entered into Stock Tender and Voting Agreements (the
"Stockholder Agreements") with certain stockholders (the
"Stockholders") of Smartflex Systems, Inc. (the "Company"), who
beneficially own 534,808 shares of common stock, $.0025 par value, of
the Company (the "Shares") in the aggregate, or approximately 7.9% of
the Shares outstanding as of July 6, 1999. Under the Stockholder
Agreements, each Stockholder has agreed to validly tender the Shares
beneficially owned by it, as well as any Shares subsequently acquired
by it, into the Offer, and not to withdraw such Shares from the Offer.
The Purchaser's right to purchase the Shares subject to the Stockholder
Agreements is reflected in rows 8, 10 and 11 of each of the tables
above. Pursuant to the Stockholder Agreements, each Stockholder has
also delivered an irrevocable proxy to the Parent and certain of the
Parent's affiliates to vote the Shares subject to the Stockholder
Agreements in favor of the Merger, the adoption by the Company of the
Agreement and Plan of Merger dated as of July 6, 1999 among the
Purchaser, the Parent and the Company (the "Merger Agreement"), and the
approval of the terms thereof and each of the other transactions
contemplated by the Merger Agreement, and have agreed to vote against
(a) any action or agreement that would result in a breach of any
covenant or any representation or warranty or any other obligation or
agreement of the Company under or pursuant to the Merger Agreement and
(b) any action or agreement that would impede, interfere with delay,
postpone or attempt to discourage the Merger or the Offer.
** Based on a representation of the Company in the Merger Agreement.
*** Includes 1,500 Shares directly owned by Wallace K. Tsuha, Jr., and
534,808 Shares beneficially owned by Wallace K. Tsuha, Jr., as the
chairman and majority shareholder of the Parent, pursuant to the
Purchaser's right to purchase the Shares subject to the Stockholder
Agreements.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the common stock, par value $.0025 per share (the
"Shares") of Smartflex Systems, Inc., a Delaware corporation (the "Company"),
which has its principal executive offices at 14312 Franklin Avenue, Tustin,
California 92781.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by SSI Acquisition Corp., a Delaware
corporation (the "Purchaser"), Saturn Electronics & Engineering, Inc., a
Michigan corporation (the "Parent") and Wallace K. Tsuha, Jr., an individual and
the President, Chief Executive Officer, Chairman and shareholder of the Parent.
During the last five years, none of the Purchaser, the Parent or Mr.
Tsuha has been convicted of any criminal proceeding (excluding traffic
violations or similar misdemeanors).
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During the last five years, none of the Purchaser, the Parent or Mr.
Tsuha has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as the result of which such person was or is
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Mr. Tsuha is a citizen of the United States.
The business address of each of the Purchaser, the Parent and Mr. Tsuha
is 255 Rex Boulevard, Auburn Hills, Michigan 48326.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with the execution of the Stockholder Agreements, no
amounts were paid.
ITEM 4. PURPOSE OF TRANSACTION.
On July 6, 1999, Saturn Electronics & Engineering, Inc. (the "Parent")
and SSI Acquisition Corp., a wholly owned subsidiary of the Parent (the
"Purchaser"), entered into Stock Tender and Voting Agreements (the "Stockholder
Agreements") with certain stockholders (the "Stockholders") of Smartflex
Systems, Inc. (the "Company"), who beneficially own 534,808 shares of common
stock, $.0025 par value, of the Company (the "Shares") in the aggregate, or
approximately 7.9% of the Shares outstanding as of July 6, 1999. Under the
Stockholder Agreements, each Stockholder has agreed to validly tender the Shares
beneficially owned by it, as well as any Shares subsequently acquired by it,
into the Offer, and not to withdraw such Shares from the Offer. Pursuant to the
Stockholder Agreements, each Stockholder has also delivered an irrevocable proxy
to the Parent and certain of the Parent's affiliates to vote the Shares subject
to the Stockholder Agreements in favor of the Merger, the adoption by the
Company of the Agreement and Plan of Merger dated as of July 6, 1999 among the
Purchaser, the Parent and the Company (the "Merger Agreement"), and the approval
of the terms thereof and each of the other transactions contemplated by the
Merger Agreement, and have agreed to vote against (a) any action or agreement
that would result in a breach of any covenant or any representation or warranty
or any other obligation or agreement of the Company under or pursuant to the
Merger Agreement and (b) any action or agreement that would impede, interfere
with delay, postpone or attempt to discourage the Merger or the Offer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
See Item 4, above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
See Item 4, above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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(a) Agreement and Plan of Merger dated as of July 6, 1999 among the
Parent, the Purchaser and the Company. (Incorporated by reference from Exhibit
(C)(1) the Parent's, the Purchaser's and Mr. Tsuha's Schedule 14D-1 filed with
respect to the Issuer on July 14, 1999, as amended.)
(b) Stock Tender and Voting Agreement with William L. Healey.
(Incorporated by reference from Exhibit (C)(3) the Parent's, the Purchaser's and
Mr. Tsuha's Schedule 14D-1 filed with respect to the Issuer on July 14, 1999, as
amended.)
(c) Stock Tender and Voting Agreement with William E. Bendush.
(Incorporated by reference from Exhibit (C)(4) the Parent's, the Purchaser's and
Mr. Tsuha's Schedule 14D-1 filed with respect to the Issuer on July 14, 1999, as
amended.)
(d) Stock Tender and Voting Agreement with Alan V. King. (Incorporated
by reference from Exhibit (C)(5) the Parent's, the Purchaser's and Mr. Tsuha's
Schedule 14D-1 filed with respect to the Issuer on July 14, 1999, as amended.)
(e) Stock Tender and Voting Agreement with William A. Klein.
(Incorporated by reference from Exhibit (C)(6) the Parent's, the Purchaser's and
Mr. Tsuha's Schedule 14D-1 filed with respect to the Issuer on July 14, 1999, as
amended.)
(f) Stock Tender and Voting Agreement with Gary E. Liebl. (Incorporated
by reference from Exhibit (C)(7) the Parent's, the Purchaser's and Mr. Tsuha's
Schedule 14D-1 filed with respect to the Issuer on July 14, 1999, as amended.)
(g) Stock Tender and Voting Agreement with Anthony R. W. Richardson.
(Incorporated by reference from Exhibit (C)(8) the Parent's, the Purchaser's and
Mr. Tsuha's Schedule 14D-1 filed with respect to the Issuer on July 14, 1999, as
amended.)
(h) Stock Tender and Voting Agreement with John W. Hohener.
(Incorporated by reference from Exhibit (C)(9) the Parent's, the Purchaser's and
Mr. Tsuha's Schedule 14D-1 filed with respect to the Issuer on July 14, 1999, as
amended.)
(i) Stock Tender and Voting Agreement with Richard D. Bell.
(Incorporated by reference from Exhibit (C)(10) the Parent's, the Purchaser's
and Mr. Tsuha's Schedule 14D-1 filed with respect to the Issuer on July 14,
1999, as amended.)
(j) Stock Tender and Voting Agreement with James Cogan. (Incorporated
by reference from Exhibit (C)(11) the Parent's, the Purchaser's and Mr. Tsuha's
Schedule 14D-1 filed with respect to the Issuer on July 14, 1999, as amended.)
(k) Stock Tender and Voting Agreement with Christopher Rollison.
(Incorporated by reference from Exhibit (C)(12) the Parent's, the Purchaser's
and Mr. Tsuha's Schedule 14D-1 filed with respect to the Issuer on July 14,
1999, as amended.)
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(l) Stock Tender and Voting Agreement with Cheryl Moreno. (Incorporated
by reference from Exhibit (C)(13) the Parent's, the Purchaser's and Mr. Tsuha's
Schedule 14D-1 filed with respect to the Issuer on July 14, 1999, as amended.)
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.
Dated: July 26, 1999
SATURN ELECTRONICS & ENGINEERING, INC.
By: /s/ Wallace K. Tsuha, Jr.
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Name: Wallace K. Tsuha, Jr.
Title: President
SSI ACQUISITION CORP.
By: /s/ Wallace K. Tsuha, Jr.
-------------------------------------
Name: Wallace K. Tsuha, Jr.
Title: President
/s/ Wallace K. Tsuha, Jr.
-------------------------------------
Wallace K. Tsuha, Jr.
