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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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SMARTFLEX SYSTEMS, INC.
(Name of Subject Company)
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SATURN ELECTRONICS & ENGINEERING, INC.
SSI ACQUISITION CORP.
WALLACE K. TSUHA, JR.
(Bidders)
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COMMON STOCK, $.0025 PAR VALUE
(Title of Class of Securities)
83169K 10 8
(CUSIP Number of Class of Securities)
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MR. WALLACE K. TSUHA, JR.
SATURN ELECTRONICS & ENGINEERING, INC.
255 REX BOULEVARD
AUBURN HILLS, MICHIGAN 48326
(248) 853-5724
(Name, Address And Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPIES TO:
DONALD J. KUNZ
HONIGMAN MILLER SCHWARTZ AND COHN
2290 FIRST NATIONAL BUILDING
DETROIT, MICHIGAN 48226
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JULY 6, 1999
(Date of Event Which Requires Filing Statement on Schedule 13D)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$70,643,517 $14,128.70
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* For purposes of calculating amount of filing fee only. The amount assumes the
purchase of 6,493,994 shares of common stock, $.0025 par value, of the
Company (the "Shares"), at a price per Share of $10.50 in cash. Such number
of shares represents all the Shares outstanding as of July 6, 1999. The
amount also includes the amount paid to holders of Company stock options in
connection with the transaction.
** The amount of the filing fee, calculated in accordance with Rule 0-11(d) of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent
of the value of the aggregate Shares purchased.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $14,128.70
Filing Party: SSI Acquisition Corp.
Form or Registration No.: Schedule 14D-1 and Schedule 13D
Date Filed: July 13, 1999
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This Amendment No. 4 to Schedule 14D-1 relates to a tender offer by SSI
Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Saturn Electronics & Engineering, Inc., a Michigan corporation
(the "Parent"), to purchase all outstanding shares of common stock, $.0025 par
value per share (the "Shares"), of Smartflex Systems, Inc., a Delaware
corporation (the "Company"), at a purchase price of $10.50 per share net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated July 14, 1999 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
any amendments thereto, collectively constitute the "Offer"), copies of which
were attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1
filed with the Securities and Exchange Commission on July 14, 1999. The purpose
of this Amendment No. 4 is to supplement Item 8 of the Offer to Purchase by
replacing the information under the heading "Company Information" with the
following:
Company Information. Except as otherwise stated in the next paragraph, the
information concerning the Company contained herein has been taken from or based
upon publicly available documents on file with the Commission and other publicly
available information. Although the Purchaser and the Parent do not have any
knowledge that any such information is untrue, neither the Purchaser nor the
Parent takes any responsibility for the accuracy or completeness of such
information or for any failure by the Company to disclose events that may have
occurred and may affect the significance or accuracy of any such information.
During the course of the Parent's review of the Company, the Parent
received certain information about the Company which is not publicly available
(the "Confidential Memorandum"), including certain financial forecasts for the
Company for 1999, 2000 and 2001. These forecasts included the following
information (in millions): Net revenues -- $157.9, $250.0 and $300.0,
respectively; EBIT -- $3.7, 21.4 and 31.9, respectively; and net income -- $2.1,
13.3 and 20.3, respectively. These forecasts do not reflect the Company's actual
performance during 1999, changes in the Company's business or in the economy in
general since the forecasts were prepared, or prospective changes in the
Company's business or in the economy in general resulting from events which have
occurred since the forecasts were prepared. The forecasts were not prepared with
a view to complying with the published guidelines of the Commission regarding
projections or with the AICPA Guide for Prospective Financial Statements and are
included in this Offer to Purchase only because they were furnished to the
Parent.
The forecasts contained in the Confidential Memorandum necessarily reflect
numerous assumptions with respect to industry performance, general business and
economic conditions and other matters, many of which are inherently uncertain or
beyond the Company's control. The Company has advised the Parent that the
significant assumptions and key factors upon which the forecasts were based
include: (i) expectations of future revenues from existing customers, (ii)
predictions made by the Company's customers as to the market success, lifecycle
length and production timing of the customers' products, (iii) an assumption
that the Company will be able to acquire new customers for the Company's
electronic manufacturing services at the current rate of growth in the overall
market for such services, (iv) an assumption that the Company's fixed assets and
infrastructure are underutilized and can support additional revenue growth
without a significant increase in fixed costs, and (v) an assumption that
worldwide growth in revenues in the Company's industry will continue at current
levels. One cannot predict whether the assumptions made in preparing the
forecasts will be accurate, and actual results may be materially higher or lower
than those contained in the forecasts. The inclusion of this information should
not be regarded as an indication that the Parent, the Purchaser, the Company, or
anyone who received this information considered it a reliable predictor of
future events, and this information should not be relied on as such. Neither the
Parent nor the Purchaser assumes any responsibility for the validity,
reasonableness, accuracy or completeness of the forecasts.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(9) Amendment No. 1 to Offer to Purchase, dated August 4, 1999.
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SIGNATURE
After due 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: August 4, 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.
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Name: Wallace K. Tsuha, Jr.
Title: President
/s/ WALLACE K. TSUHA JR.
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Wallace K. Tsuha Jr.
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(9) Amendment No. 1 to Offer to Purchase, dated August 4, 1999.
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EXHIBIT 99(a)(9)
AMENDMENT NO. 1 TO
OFFER TO PURCHASE FOR CASH
ALL ISSUED AND OUTSTANDING SHARES OF COMMON STOCK
OF
SMARTFLEX SYSTEMS, INC.
AT
$10.50 NET PER SHARE
BY
SSI ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
SATURN ELECTRONICS & ENGINEERING, INC.
THIS AMENDMENT NO. 1 AMENDS THE OFFER TO PURCHASE, DATED JULY 14, 1999, OF
SSI ACQUISITION CORP. THIS AMENDMENT UPDATES CERTAIN ITEMS CONTAINED IN THE
OFFER TO PURCHASE, BUT IT DOES NOT SUPERCEDE THE OFFER TO PURCHASE IN ITS
ENTIRETY. PLEASE REFER TO THE OFFER TO PURCHASE FOR ADDITIONAL INFORMATION
REGARDING THE OFFER.
Item 8 -- "Certain Information Concerning The Company" of the Offer to
Purchase is hereby amended by replacing the information following the heading
"Company Information" with the following:
Company Information. Except as otherwise stated in the next paragraph,
the information concerning the Company contained herein has been taken from
or based upon publicly available documents on file with the Commission and
other publicly available information. Although the Purchaser and the Parent
do not have any knowledge that any such information is untrue, neither the
Purchaser nor the Parent takes any responsibility for the accuracy or
completeness of such information or for any failure by the Company to
disclose events that may have occurred and may affect the significance or
accuracy of any such information.
During the course of the Parent's review of the Company, the Parent
received certain information about the Company which is not publicly
available (the "Confidential Memorandum"), including certain financial
forecasts for the Company for 1999, 2000 and 2001. These forecasts included
the following information (in millions): Net revenues -- $157.9, $250.0 and
$300.0, respectively; EBIT -- $3.7, 21.4 and 31.9, respectively; and net
income -- $2.1, 13.3 and 20.3, respectively. These forecasts do not reflect
the Company's actual performance during 1999, changes in the Company's
business or in the economy in general since the forecasts were prepared, or
prospective changes in the Company's business or in the economy in general
resulting from events which have occurred since the forecasts were
prepared. The forecasts were not prepared with a view to complying with the
published guidelines of the Commission regarding projections or with the
AICPA Guide for Prospective Financial Statements and are included in this
Offer to Purchase only because they were furnished to the Parent.
The forecasts contained in the Confidential Memorandum necessarily
reflect numerous assumptions with respect to industry performance, general
business and economic conditions and other matters, many of which are
inherently uncertain or beyond the Company's control. The Company has
advised the Parent that the significant assumptions and key factors upon
which the forecasts were based include: (i) expectations of future revenues
from existing customers, (ii) predictions made by the Company's customers
as to the market success, lifecycle length and production timing of the
customers' products, (iii) an assumption that the Company will be able to
acquire new customers for the Company's electronic manufacturing services
at the current rate of growth in the overall market for such services, (iv)
an assumption that the Company's fixed assets and infrastructure are
underutilized and can support
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additional revenue growth without a significant increase in fixed costs,
and (v) an assumption that worldwide growth in revenues in the Company's
industry will continue at current levels. One cannot predict whether the
assumptions made in preparing the forecasts will be accurate, and actual
results may be materially higher or lower than those contained in the
forecasts. The inclusion of this information should not be regarded as an
indication that the Parent, the Purchaser, the Company, or anyone who
received this information considered it a reliable predictor of future
events, and this information should not be relied on as such. Neither the
Parent nor the Purchaser assumes any responsibility for the validity,
reasonableness, accuracy or completeness of the forecasts.
Item 16 -- "Certain Legal Matters" of the Offer to Purchase is hereby
amended by adding the following:
On July 27, 1999, the Parent and the Purchaser were notified that they
had been granted early termination of the waiting period under the HSR Act
applicable to the Offer.
August 4, 1999
Questions and requests for assistance or for additional copies of this
Amendment No. 1, the Offer to Purchase, the Letter of Transmittal, the Notice of
Guaranteed Delivery or any other tender offer materials may be directed to the
Information Agent at the address and telephone numbers listed below. You may
also contact your broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offer:
The Information Agent for the Offer is:
Georgeson Shareholder Communications Inc. Logo
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect (212) 440-9800
All Others Call Toll Free (800) 223-2064
