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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) August 26, 1999
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SMARTFLEX SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-26472 33-0581151
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
14312 Franklin Avenue, Tustin, California 92781
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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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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of July 6, 1999, among Saturn Electronics & Engineering, Inc.
("Saturn"), SSI Acquisition Corp. ("SSI"), a wholly owned subsidiary of Saturn,
and Smartflex Systems, Inc. (the "Company"), on July 14, 1999, SSI commenced a
tender offer (the "Offer") to purchase all outstanding shares of the Company's
common stock, $.0025 par value (the "Shares"), at a price of $10.50
per Share, net to the seller in cash. On August 26, 1999, SSI accepted for
payment the 6,312,388 Shares tendered in such tender offer (including 27,858
Shares tendered subject to guarantees of delivery). As a result of such
transaction, SSI beneficially owns 6,312,388 Shares, representing approximately
97.2% of the outstanding Shares. Any Shares not tendered in the Offer were
converted into the right to receive $10.50 per Share in cash in a subsequent
merger of SSI with and into the Company (the "Merger") which was completed on
August 26, 1999.
The purchase price for the Shares was determined pursuant to
arms-length negotiations between the parties. Based on information disclosed in
a Tender Offer Statement on Schedule 14D-1, dated July 14, 1999, as amended (the
"Schedule 14D-1"), filed by SSI, Saturn and an affiliate of Saturn in connection
with the Offer and the Merger, the total amount of funds required by SSI to
acquire the tendered Shares pursuant to the Offer, to consummate the Merger, to
refinance any indebtedness of the Company which may become payable as a result
of the Offer and Merger, to pay holders of Company stock options in connection
with the Offer and the Merger and to pay estimated fees and expenses related to
the Offer and the Merger will be approximately $73.5 million. SSI's source of
funds for its acquisition of the Company consisted of borrowings under a
revolving credit facility provided by Comerica Bank.
Other than as described in the Offer to Purchase, dated as of July 14,
1999, filed as Exhibit (a)(1) to the Schedule 14D-1, there was no material
relationship between SSI, on the one hand, and the Company, any of its
affiliates, any director or officer of the Company or any associate of any such
director or officer, on the other hand.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 6,
1999, among Saturn Electronics & Engineering, Inc.,
SSI Acquisition Corp. and the Company (incorporated
by reference to Exhibit 2 to Schedule 14D-9 filed
with the Securities and Exchange Commission on July
14, 1999 by the Company).
99.1 Press release of Saturn Electronics & Engineering, Inc. and
Smartflex Systems, Inc. dated as of August 26, 1999.
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SIGNATURES
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 hereunto duly authorized.
Dated: August 26, 1999 SMARTFLEX SYSTEMS, INC.
By: /s/ Wallace K. Tsuha, Jr.
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Wallace K. Tsuha, Jr.
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of July 6, 1999,
among Saturn Electronics & Engineering, Inc., SSI
Acquisition Corp. and the Company (incorporated by
reference to Exhibit 2 to Schedule 14D-9 filed with the
Securities and Exchange Commission on July 14, 1999 by
the Company).
99.1 Press release of Saturn Electronics & Engineering, Inc.
and Smartflex Systems, Inc. dated as of August 26, 1999.
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EXHIBIT 99.1
For Immediate Release Contacts-Saturn: Ela Wardowski
08/26/1999 9:00 AM Phone: 248-299-2751
Smartflex: John Hohener
Phone: 714-838-8737
SATURN ELECTRONICS & ENGINEERING, INC. AND SMARTFLEX SYSTEMS, INC.
ANNOUNCE SSI ACQUISITION CORP. COMPLETES TENDER OFFER
FOR ALL OUTSTANDING SHARES OF SMARTFLEX SYSTEMS
(Auburn Hills, Michigan) - Saturn Electronics & Engineering, Inc. and
Smartflex Systems, Inc. announced today that SSI Acquisition Corp., a
wholly-owned subsidiary of Saturn Electronics & Engineering, Inc., has completed
its tender offer for all issued and outstanding shares of Smartflex Systems,
Inc. (Nasdaq: SFLX) common stock for $10.50, net to the seller in cash. The
tender offer expired at 12:00 midnight, New York City time, on Wednesday, August
25, 1999. SSI Acquisition Corp. will accept for payment and promptly pay for all
shares properly tendered and not withdrawn pursuant to the offer.
Based on a preliminary count by the depository for the offer,
approximately 6,284,430 shares were tendered, representing approximately 96.77%
of the outstanding shares of Smartflex Systems, Inc. common stock.
In accordance with the short-form merger provisions of the Delaware
General Corporation Law, SSI Acquisition Corp. intends to promptly merge with
and into Smartflex Systems, Inc., which will be the surviving corporation and
will become a wholly-owned subsidiary of Saturn Electronics & Engineering, Inc.
As a result of the merger, the remaining outstanding shares of Smartflex
Systems, Inc. will be converted into the right to receive $10.50 per share in
cash, without interest.
Michigan-based Saturn Electronics & Engineering, Inc. (Saturn) is a
minority-owned, privately-held supplier of electronic and electromechanical
systems for automotive and non-automotive markets. Founded in 1985, Saturn
employs over 1500 employees worldwide. Saturn's global facilities include its
corporate headquarters, Innovation Center (Tech Center), sales offices and
manufacturing corporate 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, Smartflex Systems is an electronics
manufacturing services expert in precision, automated manufacturing. Founded in
1985, Smartflex serves customers worldwide from its manufacturing facilities 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.
This release contains forward-looking statements, including each statement of
management's opinions, expectations, plans, and objectives for future operations
that involve risks and uncertainties. Actual results could differ materially
from these expectations as a result of various factors, and therefore we caution
investors against ascribing undue weight thereto. The factors include, but are
not limited to, the ability to effectively identify, investigate, conclude,
integrate and manage acquisitions or large-scale projects, to manage the
transition of manufacturing operations, qualification of manufacturing
processes, efficient utilization of manufacturing facilities and financial
resources, the ability to retain and attract qualified personnel, international
currency fluctuations, and future financial, economic, competitive and market
conditions and their potential direct or indirect effect, including
cancellations of orders included in backlog. These and other factors are also
discussed in Smartflex Systems' 10-K, 10-Q and other filings made previously or
from time to time with the Securities and Exchange Commission.
