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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
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. 3 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) On July 28, 1999, the waiting period applicable to the Offer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 was terminated early,
without a request for additional information from the Federal Trade Commission
or the Anti-Trust Division of the Department of Justice. The form of press
release, as issued by the Company on July 28, 1999, is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
21 Press Release issued by the Company on July 28, 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: July 29, 1999
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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21 Press Release issued by the Company on July 28, 1999
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FOR IMMEDIATE RELEASE
CONTACT:
WILLIAM HEALEY (CEO, SMARTFLEX)
JOHN HOHENER (CFO, SMARTFLEX)
714-838-8737
SMARTFLEX ANNOUNCES EARLY TERMINATION
OF THE WAITING PERIOD FOR ACQUISITION BY SATURN
TUSTIN, CALIFORNIA -- JULY 28, 1999--SMARTFLEX SYSTEMS, INC. (NASDAQ:
SFLX) announced today that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, applicable to the acquisition of shares of
common stock of Smartflex by Saturn Electronics & Engineering, Inc. was
terminated early and that neither the Federal Trade Commission nor the Antitrust
Division of the United States Department of Justice has requested additional
information in connection therewith. Accordingly, the condition of the tender
offer relating to the expiration of the applicable Hart-Scott-Rodino waiting
period has been satisfied. Pursuant to a merger agreement among the companies,
SSI Acquisition has offered $10.50 in cash per share for all issued and
outstanding stock of Smartflex. The tender offer is scheduled to expire at 12:00
midnight, New York City time, on Wednesday, August 11, 1999, unless extended.
Based in Tustin, California and founded in 1985, Smartflex is an
electronics manufacturing services (EMS) expert in precision, automated
manufacturing. The services of Smartflex optimize and accelerate product
realization - the process from product concept through volume manufacturing.
Saturn, 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. Since its inception in
1985, Saturn has filled a niche in the electronics marketplace by offering
innovative products and solutions to Fortune 500 firms. Saturn is well known for
its flexible and high-reliability manufacturing, and is positioned as a
full-service global supplier to the automotive, commercial and defense markets.
# # #
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
