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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
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. 2 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. 2 is to add Mr. Wallace K. Tsuha as a "Bidder," and Mr.
Tsuha is so listed on the cover page of this Amendment No. 2. In addition, this
Amendment No. 2 supplements 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 -- $2.9, 20.2 and 30.7, 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 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.
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. None of the
Parent, the Purchaser, the Company, or any other person or entity assumes any
responsibility for the validity, reasonableness, accuracy or completeness of the
forecasts.
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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: 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.
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Name: Wallace K. Tsuha, Jr.
Title: President
/s/ WALLACE K. TSUHA JR.
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Wallace K. Tsuha Jr.
