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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 6
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. 6 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. 6 is to amend and supplement Items 10 and 11 of the
Schedule 14D-1 as described below.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 of the Statement is hereby amended and supplemented by adding the
following language thereto:
The Purchaser announced on August 10, 1999, that it had extended the
Expiration Date of the Offer until 12:00 Midnight, New York City time, on
Wednesday, August 25, 1999.
Reference is made to the press release issued by the Purchaser on August
10, 1999, a copy of which is filed as Exhibit (a)(10) to the Schedule 14D-1 and
is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press Release issued by the Purchaser on August 10, 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 10, 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)(10) Press Release issued by the Purchaser on August 10, 1999.
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EXHIBIT 99(a)(10)
Contact: Ela Wardowski
248-299-2751
SSI ACQUISITION CORP. EXTENDS TENDER OFFER
FOR ALL OUTSTANDING SHARES OF SMARTFLEX SYSTEMS, INC.
Auburn Hills, Michigan (August 10, 1999)-SSI Acquisition Corp., a
wholly-owned subsidiary of Saturn Electronics & Engineering, Inc., announced
today that it has extended to 12:00 Midnight, New York City time on Wednesday,
August 25, 1999, the expiration date of its offer to purchase all of the issued
and outstanding shares of common stock of Smartflex Systems, Inc. (Nasdaq:
"SFLX"), for $10.50, net to the seller in cash. The tender offer was previously
scheduled to expire at 12:00 Midnight, New York City time on Wednesday, August
11, 1999.
As of Tuesday, August 10, 1999, 2,766,446 Smartflex Systems, Inc. shares
had been tendered, representing 42.6% of the outstanding common stock.
Saturn Electronics & Engineering, Inc., whose corporate headquarters are
located in Auburn Hills, Michigan, is a privately-held company providing
electronic and electromechanical systems for automotive and non-automotive
applications. Saturn's worldwide facilities include its headquarters,
Innovation Center (Tech Center), sales offices and manufacturing facilities in
Auburn Hills, Rochester Hills, Oxford and Coopersville, Michigan; Rocky Mount,
North Carolina; Marks, Mississippi; and Juarez and Monterrey, Mexico. Based in
Tustin, California, and founded in 1985, Smartflex is an electronics
manufacturing services expert in precision, automated manufacturing. Smartflex
serves customers worldwide from its factories and technology centers in Cebu,
Phillippines; Monterrey and Guadalajara, Mexico; Singapore; West Long Branch,
New Jersey; Hudson, New Hampshire; and Santa Clara, Fremont and Tustin,
California. Smartflex's common stock is traded on the Nasdaq Stock Market under
the ticker symbol SFLX.
