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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
TO
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
SMARTFLEX SYSTEMS, INC.
(NAME OF SUBJECT COMPANY)
SMARTFLEX SYSTEMS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $.0025 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
83169K108
((CUSIP) NUMBER OF CLASS OF SECURITIES)
WILLIAM L. HEALEY
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
14312 FRANKLIN AVENUE
TUSTIN, CALIFORNIA 92781
(714) 838-8737
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPIES TO:
NICK E. YOCCA, ESQ.
STRADLING YOCCA CARLSON & RAUTH
660 NEWPORT CENTER DRIVE, SUITE 1600
NEWPORT BEACH, CALIFORNIA 92660
(949) 725-4000
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This Amendment No. 5 filed August 26, 1999, amends Items 8 and 9 of the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the
"Schedule 14D-9") of SMARTFLEX SYSTEMS, INC., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission on July 14, 1999,
relating to a tender offer by SSI Acquisition Corp., a Delaware corporation (the
"Purchaser"), a wholly-owned subsidiary of Saturn Electronics & Engineering,
Inc., a Michigan corporation ("Saturn"), for all of the outstanding shares of
Common Stock, $.0025 par value, of the Company (the "Offer"). Unless otherwise
stated herein, the capitalized terms used but not defined herein shall have the
same meaning as set forth in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
(a) The Offer expired at 12:00 midnight, New York City time, on August
25, 1999. Approximately 6,284,430 shares were tendered to the Purchaser,
representing approximately 96.77% of the outstanding shares of the Company.
Purchaser and Saturn announced that all shares duly tendered pursuant to the
Offer will be accepted for payment.
The form of press release, as issued jointly by Saturn and the Company
on August 26, 1999, is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
23 Joint Press Release of Saturn and the Company, as issued on August
26, 1999.
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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.
SMARTFLEX SYSTEMS, INC.
/s/ WILLIAM L. HEALEY
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Name: William L. Healey
Title: Chairman of the Board,
President and Chief
Executive Officer
Date: August 26, 1999
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EXHIBIT INDEX
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23 Joint Press Release of Saturn and the Company, as issued on August 26, 1999.
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Press Release
FOR IMMEDIATE RELEASE
08/26/1999 9:00 AM
CONTACTS - SATURN: ELA WARDOWSKI
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 to 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
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manufacturing facilities located 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, Philippines; 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.
