-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BAtOT6futlOQL7zz+hCwAnCxRBxoDSHsvdyBjyXgrYTo/N6m47rj7dB/01qaxGEu klKiV6mBp7KLM218qRjPZQ== 0000912057-01-518578.txt : 20010606 0000912057-01-518578.hdr.sgml : 20010606 ACCESSION NUMBER: 0000912057-01-518578 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010605 GROUP MEMBERS: CYRUS TANG FOUNDATION F/K/A TANG FAMILY FOUNDATION GROUP MEMBERS: CYRUS TANG REVOCABLE TRUST DATED MARCH 17, 1997 GROUP MEMBERS: TANG CYRUS GROUP MEMBERS: TANG FOUNDATION FOR THE RESEARCH OF TRADITIONAL CHINESE MEDI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIGMATRON INTERNATIONAL INC CENTRAL INDEX KEY: 0000915358 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 363918470 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49389 FILM NUMBER: 1653985 BUSINESS ADDRESS: STREET 1: 2201 LANDMEIER RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 7089568000 MAIL ADDRESS: STREET 1: 2201 LANDMEIER ROAD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANG CYRUS CENTRAL INDEX KEY: 0001141872 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3773 HOWARD HUGHES PARKWAY STREET 2: STE 305 N CITY: LAS VEGAS STATE: NV ZIP: 89109 MAIL ADDRESS: STREET 1: 3773 HOWARD HUGHES PARKWAY STREET 2: STE 305 N CITY: LAS VEGAS STATE: NV ZIP: 89109 SC 13D 1 a2050963zsc13d.txt SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* SIGMATRON INTERNATIONAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 82661L101 (CUSIP Number) Arthur Don D'Ancona & Pflaum LLC, 111 E. Wacker Drive, Suite 2800 Chicago, IL 60601 (312)602-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 26, 2001 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 12 SCHEDULE 13D
- ------------------------------------------------- --------------------------------------------- CUSIP NO. 82661L101 PAGE 2 OF 12 PAGES --------- ------------- ------------ - ------------------------------------------------- --------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CYRUS TANG REVOCABLE TRUST DATED MARCH 17, 1997 - -------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / - -------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (see instructions) OO - -------------------------------------------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - -------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 488,413 NUMBER OF ----------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ----------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH: 488,413 ----------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 488,413 - -------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]* - -------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 16.95% - -------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - --------------------------------------------------------------------------------------------------------------------
* Excludes certain shares held by other entities over which Cyrus Tang, as Trustee and beneficiary of the Trust, has current voting and dispositive power.
- ------------------------------------------------- --------------------------------------------- CUSIP NO. 82661L101 PAGE 3 OF 12 PAGES --------- ------------- --------- - ------------------------------------------------- --------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TANG FOUNDATION FOR THE RESEARCH OF TRADITIONAL CHINESE MEDICINE* - -------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / - -------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (see instructions) N/A - -------------------------------------------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - -------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 242,000 NUMBER OF ----------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ----------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH: 242,000 ----------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 242,000 - -------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]** - -------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.4% - -------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - --------------------------------------------------------------------------------------------------------------------
* This Schedule 13D is intended to replace and amend Amendment 4 to the Schedule 13G filed on February 17, 1999 by the Reporting Person. The Reporting Person shall hereby cease to file reports on Schedule 13G and shall continue to report on Schedule 13D for so long as it shall be so required under Regulation 13D. ** Excludes certain shares held by other entities over which Cyrus Tang, who has effective control of the Tang Foundation for the Research of Traditional Chinese Medicine, has current voting and dispositive power.
- ------------------------------------------------- --------------------------------------------- CUSIP NO. 82661L101 PAGE 4 OF 12 PAGES --------- ------------- ---------- - ------------------------------------------------- --------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CYRUS TANG FOUNDATION F/K/A TANG FAMILY FOUNDATION* - -------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / - -------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (see instructions) N/A - -------------------------------------------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - -------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 179,413 NUMBER OF ----------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ----------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH: 179,413 ----------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 179,413 - -------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]** - -------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.2% - -------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - --------------------------------------------------------------------------------------------------------------------
* This Schedule 13D is intended to replace and amend Amendment 4 to the Schedule 13G filed on February 17, 1999 by the Reporting Person. The Reporting Person shall hereby cease to file reports on Schedule 13G and shall continue to report on Schedule 13D for so long as they shall be so required under Regulation 13D. ** Excludes certain shares held by other entities over which Cyrus Tang, who has effective control of the Cyrus Tang Foundation, has current voting and dispositive power.
- ------------------------------------------------- --------------------------------------------- CUSIP NO. 82661L101 PAGE 5 OF 12 PAGES --------- ------------- ----------- - ------------------------------------------------- --------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CYRUS TANG* - -------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / - -------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (see instructions) N/A - -------------------------------------------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e). [ ] - -------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEVADA - -------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER 488,413 NUMBER OF ----------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ----------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH: 488,413 ----------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 488,413 - -------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]** - -------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 16.95% - -------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - --------------------------------------------------------------------------------------------------------------------
* This Schedule 13D is intended to replace and amend Amendment 4 to the Schedule 13G filed on February 17, 1999 by the Reporting Person. The Reporting Person shall hereby cease to file reports on Schedule 13G and shall continue to report on Schedule 13D for so long as it shall be so required under Regulation 13D. ** Does not includes 242,000 shares held by the Tang Foundation for the Research of Traditional Chinese Medicine and 179,413 shares held by the Cyrus Tang Foundation (formerly known as the Tang Family Foundation). Cyrus Tang disclaims beneficial ownership of the shares held by the Tang Foundation for the Research of Traditional Chinese Medicine and the Cyrus Tang Foundation. However, for as long as he shall live, Cyrus Tang effectively has the power to vote and dispose of the shares held by the above referenced foundations. See Item 6. ITEM 1. SECURITY AND ISSUER. - --------------------------- This statement on Schedule 13D (this "Statement" or the "Schedule 13D") relates to the common stock, par value $.01 per share (the "Common Stock") of SigmaTron International, Inc., a Delaware corporation (the "Issuer" or "SigmaTron"). The principal executive offices of the Issuer are located at 2201 Landmeier Road, Elk Grove Village, IL 60007. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c) This Statement is being filed by a group consisting of the following: (i) Cyrus Tang Revocable Trust Dated March 7, 1997; (ii) Tang Foundation for the Research of Traditional Chinese Medicine; (iii) Cyrus Tang Foundation (f/k/a Tang Family Foundation); and (iv) Cyrus Tang, an individual The above are collectively referred to as the "Reporting Persons". Cyrus Tang is the sole trustee and beneficiary of the Cyrus Tang Revocable Trust Dated March 7, 1997 (the "Trust"). Mr. Tang's present principal occupation is President of Tang Industries, Inc., a holding company, which owns, among other businesses, National Material L.P., GF Furniture, L.P., and Curatek Pharmaceuticals, L.P. Mr. Tang's business address is 3773 Howard Hughes Parkway - - #350 N, Las Vegas, Nevada 89109 The Tang Foundation for the Research of Traditional Chinese Medicine ("Research Foundation") is a charitable foundation formed for the principal purpose of identifying and analyzing traditional Chinese medicine, and establishing and equipping a medical institute. The Research Foundation's principal office is located at 3773 Howard Hughes Parkway - #350 N, Las Vegas, Nevada 89109. The Research Foundation is run by a board of directors. The name, address and present principal occupation of each of the directors of the Research Foundation are set forth in Appendix A which is attached hereto. Cyrus Tang is a member of the Research Foundation's board of directors as well as the sole life member of the Research Foundation. As the sole life member of the Research Foundation Cyrus Tang has the sole authority, for as long as he shall live, to appoint, dismiss and replace the members of the board of directors in his sole discretion. Cyrus Tang has effective control over the board of directors of the Research Foundation. The Cyrus Tang Foundation ("Tang Foundation") is a charitable foundation formed for the principal purpose of promoting education in the United States and China. The Tang Foundation has established numerous scholarships in the United States and China and has built over one hundred primary schools in China and continues to build additional schools. The Tang Foundation's principal office is located at 3773 Howard Hughes Parkway - #350 N, Las Vegas, Nevada 89109. The Tang Foundation is run by a board of directors. The name, address and present principal occupation of each of the directors of the Tang Foundation are set forth in Appendix B which is attached hereto. Cyrus Tang is a member of the Tang Foundation's board of directors as well as the sole life member of the Tang Foundation. As the sole life member of Page 6 of 12 the Tang Foundation Cyrus Tang has the sole authority, for as long as he shall live, to appoint, dismiss and replace the members of the board of directors in his sole discretion. Cyrus Tang has effective control over the board of directors of the Tang Foundation. (d) During the last five years, neither Cyrus Tang nor, to the best of the Research and Tang Foundations knowledge, any of the directors of either the Research Foundation or the Tang Foundation, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither Cyrus Tang nor, to the best of Research and Tang Foundations knowledge, any of the directors of either the Research Foundation or the Tang Foundation, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Cyrus Tang is a citizen of the United States. Each director of the Research Foundation and the Tang Foundation is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On April 25, 2001, the Trust purchased an aggregate 488,413 shares of the Issuer's Common Stock from Circuit Systems, Inc., an Illinois corporation ("Circuit Systems") pursuant to a stock purchase agreement for a purchase price of Two Hundred Nineteen Thousand Seven Hundred Eighty Five and 85/100 Dollars ($219,785.85) ("Purchase Price"), which equals Forty Five Cents ($.45 per share). The Purchase Price was paid in cash from the holdings of the Trust. Cyrus Tang is the sole trustee and beneficiary of the Trust. ITEM 4. PURPOSE OF TRANSACTION. On April 19, 2001, Tang Industries, Inc., a Nevada corporation ("Tang Industries"), and Circuit Systems entered into a stock purchase agreement ("Purchase Agreement") whereby Tang Industries acquired the right to purchase 488,413 shares of Common Stock of the Issuer (the " Shares") for the Purchase Price. Circuit Systems filed a petition for relief under Chapter 11 of the Bankruptcy Code on September 5, 2000. The sale of the Shares was subject to the approval of the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (the "Bankruptcy Court"). On April 25, 2001, the same day that the sale of the Shares received the approval of the Bankruptcy Court pursuant to the terms of the Purchase Agreement, Tang Industries assigned all of its right, title and interest in the Purchase Agreement to the Trust. On April 26, 2001, the Trust purchased the Shares. Due to the fact that Circuit Systems was in bankruptcy, the Trust was able to purchase the Shares for less than fair market value. The Trust purchased the shares for investment purposes. Page 7 of 12 From the inception of the Issuer as a public company, two of the seven members of the Issuer's board of directors have been and continue to be affiliated with Cyrus Tang. Director Franklin D. Sove is Vice President of Tang Industries, Inc., a company controlled by Cyrus Tang, and Director John P. Chen is Chief Financial Officer of National Material L.P., a company also controlled by Cyrus Tang. Mr. Chen is also Cyrus Tang's son-in-law. As of the date of this Schedule, the Reporting Persons have no present intention to: (i) change or influence the control of the Issuer; (ii) to acquire additional securities of the Issuer; (iii) to dispose of securities of the Issuer; (iv) to initiate or effect any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) to undertake an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer; or (vi) to otherwise assert control over the Issuer. This Schedule 13D is being filed solely with respect to the purchase of the Shares by the Trust. As the Reporting Persons meet the definition of a "group" for purposes of Section 13(d) of the Securities Act of 1933, as amended (the "Securities Act"), this Schedule 13D has been filed by the Reporting Persons. This Schedule 13D is intended to replace and amend Amendment 4 to the Schedule 13G filed on February 17, 1999 by the Reporting Persons. The Reporting Persons shall hereby cease to file reports on Schedule 13G and shall continue to report on Schedule 13D for so long as they shall be so required under Regulation 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number and percentage of shares of Common Stock of the Issuer to which this Statement relates is 488,413 shares, representing 16.95% of the 2,881,227 shares of Common Stock outstanding as reported by the Issuer on March 14, 2001 in the Issuer's Quarterly Report on Form 10-Q. Such Shares were purchased by the Trust on April 26, 2001. The Research Foundation continues to hold 242,000 shares of Common Stock which represents 8.4% of the 2,881,227 shares of Common Stock outstanding as reported by the Issuer on March 14, 2001 in the Issuer's Quarterly Report on Form 10-Q. Such ownership has been previously reported on Schedule 13G and all such shares were assigned to the Research Foundation by an entity affiliated with Cyrus Tang, which in turn purchased the shares of the Issuer in a private placement prior to the Issuer's initial public offering. The Tang Foundation continues to hold 179,413 shares of Common Stock which represents 6.2% of the 2,881,227 shares of Common Stock outstanding as reported by the Issuer on March 14, 2001 in the Issuer's Quarterly Report on Form 10-Q. Such ownership has been previously reported on Schedule 13G and all such shares were assigned to the Tang Foundation by an entity affiliated with Cyrus Tang, which in turn purchased the shares of the Issuer in a private placement prior to the Issuer's initial public offering. Cyrus Tang does not hold any shares in his individual capacity. Page 8 of 12 In the aggregate, the Reporting Persons hold 909,826 shares of Common stock which represents 31.6% of the 2,881,227 shares of Common Stock outstanding as reported by the Issuer on March 14, 2001 in the Issuer's Quarterly Report on Form 10-Q. (b) As described in Item 6 below, as of the date of this filing, Cyrus Tang effectively has the sole power to vote or to direct the vote, as well as the sole power to dispose or to direct the disposition of 909,826 shares of Common Stock of the Issuer. (c) Other than the transaction described in Item 5 above, no transactions have been effected by any of the Reporting Persons during the past sixty days. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Cyrus Tang is the sole trustee and beneficiary of the Trust. Pursuant to the terms of the Trust agreement, Cyrus Tang has the sole authority to direct the disposition and voting of the Shares, and may revoke the trust at any time. Further, although the Research Foundation and the Tang Foundation are managed by a board of directors, the members of each foundations board of directors are affiliates of Cyrus Tang and, pursuant to the charters of the Research Foundation and the Tang Foundation, Cyrus Tang, as the sole life member of each foundation, has the ability to terminate and replace the board members of the respective foundations in his sole discretion. Therefore, Cyrus Tang effectively controls the decisions of such boards on all foundation matters, including decisions relating to the shares of Common Stock of the Issuer held by the foundations. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Stock Purchase Agreement, dated April 19, 2001, between Circuit Systems, Inc. and Tang Industries, Inc. Exhibit 2 Assignment, dated April 25, 2001, between Tang Industries, Inc. and the Cyrus Tang Revocable Trust Dated March 7, 1997.
Page 9 of 12 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. Date: May 29th, 2001 CYRUS TANG Signature: /s/ Cyrus Tang --------------------------------- CYRUS TANG REVOCABLE TRUST Signature: /s/ Cyrus Tang --------------------------------- Name/Title: Cyrus Tang, Sole Trustee TANG FOUNDATION FOR THE RESEARCH OF TRADITIONAL CHINESE MEDICINE Signature: /s/ Vytas P. Ambutas --------------------------------- Name/Title: Vytas P. Ambutas, Asst. Secretary CYRUS TANG FOUNDATION Signature: /s/ Vytas P. Ambutas --------------------------------- Name/Title: Vytas P. Ambutas, Asst. Secretary ATTENTION: INTENTIONAL MISSTATEMENTS OR OMMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). Page 10 of 12 APPENDIX A DIRECTORS OF THE TANG FOUNDATION FOR THE RESEARCH OF TRADITIONAL CHINESE MEDICINE ------------------------------------------------- 1. Cyrus Tang 3773 Howard Hughes Parkway - #350 N Director. Las Vegas, NV 89109 President of Tang Industries, Inc. 2. Michael Tang 3773 Howard Hughes Parkway - #350 N Director. Las Vegas, NV 89109 Vice Chairman of National Material L.P. Cyrus Tang's son. 3. Stella Liang 3773 Howard Hughes Parkway - #350 N Director. Las Vegas, NV 89109 Employee of Tang Industries, Inc.
Page 11 of 12 APPENDIX B DIRECTORS OF THE CYRUS TANG FOUNDATION -------------------------------------- 1. Cyrus Tang 3773 Howard Hughes Parkway - #350 N Director. Las Vegas, NV 89109 President of Tang Industries, Inc. 2. Michael Tang 3773 Howard Hughes Parkway - #350 N Director. Las Vegas, NV 89109 Vice Chairman of National Material L.P. Cyrus Tang's son. 3. Stella Liang 3773 Howard Hughes Parkway - #350 N Director. Las Vegas, NV 89109 Employee of Tang Industries, Inc.
Page 12 of 12 EX-1 2 a2050963zex-1.txt STOCK PURCHASE AGREEMENT EXHIBIT 1 STOCK PURCHASE AGREEMENT THIS AGREEMENT (the "Agreement") dated as of April 19, 2001, is entered into between CIRCUIT SYSTEMS, INC., an Illinois corporation (the "Company"), and TANG INDUSTRIES, INC., a Nevada corporation, or its assignees or nominees (the "Buyer") W I T N E S S E T H: WHEREAS, Company is the owner of Four Hundred Eighty Eight Thousand Four Hundred Thirteen (488,413) of the issued and outstanding shares of common stock of SigmaTron International, Inc., a Delaware corporation ("SigmaTron"), which are subject to re-sale restrictions under applicable securities laws and regulations; and WHEREAS, Company desires to sell all of the issued and outstanding shares of common stock of SigmaTron owned by it to Buyer; and WHEREAS, Buyer desires to purchase all of the issued and outstanding shares of common stock of SigmaTron owned by Company; NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Buyer agree as follows: 1. PURCHASE AND SALE OF STOCK. At Closing (as defined in Section 3), Buyer agrees to purchase, and Company agrees to sell, Four Hundred Eighty Eight Thousand Four Hundred Thirteen (488,413) shares of common stock of SigmaTron (the "Shares"), such Shares being all of the issued and outstanding shares of common stock of SigmaTron owned by Company, for the purchase price of Two Hundred Nineteen Thousand Seven Hundred Eighty Five and 85/100 Dollars ($219,785.85) (the "Purchase Price"), which equals Forty Five Cents ($.45) per share. 2. DELIVERY OF STOCK CERTIFICATES AND PAYMENT OF PURCHASE PRICE. At Closing, Company shall deliver to Buyer stock certificate(s) (or affidavits of loss) evidencing the Shares, together with appropriate stock powers duly endorsed by Company for transfer of the Shares to Buyer, and Buyer will pay to Company the Purchase Price. Subject to fulfillment or waiver of the conditions set forth in Section 9, the Purchase Price shall be paid in full by Buyer to Company at Closing by wire-transfer. 3. CLOSING. Subject to the provisions of Section 9, the closing ("Closing") of the transactions contemplated by this Agreement shall occur no later than one (1) business day after the entry of an order approving the sale, which is not subject to a stay pending appeal (the "Closing Date"), at the offices of Greenberg Traurig, LLP, 227 West Monroe Street, Suite 3500, Chicago, Illinois 60606. The Closing shall be deemed to be effective as of 12:01 a.m. (Chicago time) on the Closing Date (the "Effective Time"). 1 4. COMPANY'S ADDITIONAL DELIVERIES. At Closing, Company shall deliver to Buyer all of the following, in addition to the items listed in Section 2 hereof 4.1 A certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, as to the resolutions of the Board of Directors of Company authorizing the execution and performance of this Agreement, and the transactions contemplated thereby; 4.2 Such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Shares to Buyer; and 4.3 Company shall deliver to Buyer at Closing the stock certificates evidencing the Shares (or affidavits of loss relating to the Shares). 5. BUYER'S DELIVERIES. At Closing, Buyer shall deliver to Company the following: 5.1 A Certificate of the Secretary or an Assistant Secretary of Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Company, as to the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement, and the transactions contemplated herein; 5.2 Such other agreements as Company may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance, and delivery of the Shares to Buyer; and 5.3 The Purchase Price in immediately available funds by wire transfer. 6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY. Company represents, warrants and covenants to Buyer as follows, which representations, warranties and covenants shall continue in full force and effect from the date hereof and shall survive Closing: 6.1 The Shares consist of Four Hundred Eighty Eight Thousand Four Hundred Thirteen (488,413) shares of common stock of SigmaTron and are all of the issued and outstanding shares of common stock of SigmaTron common stock owned by Company. Company is the owner, both of record and beneficially, of the Shares, has good and marketable title thereto, which at Closing, will not be subject to any liens, pledges, mortgages, security interests, claims, charges, encumbrances, assessments or other adverse interests (other than those restrictions imposed pursuant to applicable securities laws or regulations), and has and will have all requisite capacity, right and lawful power to transfer the Shares to Buyer without any consent or other actions of third parties or governmental authorities, subject to Sections 6.4 and 8 below. At Closing, upon the payment of the Purchase Price, Buyer will be the absolute owner of the Shares and shall have good and marketable title thereto, free and clear of all liens, pledges, mortgages, 2 security interests, claims, charges, encumbrances, assessments or other adverse interests, arising by, through or under Company, except as to any transfer restrictions imposed by applicable securities laws or regulations. 6.2 Company is duly organized and is validly existing as a corporation in good standing under the laws of the State of Illinois. 6.3 Company has not employed the services of any broker, finder or sales agent in connection with the transactions contemplated by this Agreement. 6.4 Subject to entry of a Sale Order as contemplated in Section 8 hereof, Company has the full right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Company, and constitutes a legal, valid and binding obligation of Company enforceable in accordance with its terms. 6.5 Without in any way limiting the representations, warranties, covenants and agreements made by Company in this Agreement, no representation, warranty, covenant or agreement made by Company in this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements included herein or therein not misleading. 6.6 Except only for the bankruptcy proceedings referenced in Section 8, Company is not a party to any action, suit, proceeding or, to its knowledge, any investigation presently pending, nor to its knowledge are there any claims threatened which are related to or might adversely affect Company's consummation of the transactions contemplated by this Agreement. 7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. Buyer represents, warrants and covenants to Company as follows, which representations, warranties and covenants shall continue in full force and effect from the date hereof and shall survive Closing: 7.1 Buyer is duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada. 7.2 Buyer has not employed the services of any broker, finder or sales agent in connection with the transactions contemplated by this Agreement. 7.3 Buyer has the full right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement and to consummate the transactions intended herein. No consents from third parties or government approvals are necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Buyer, and constitutes a legal, valid, and binding obligation of Buyer, enforceable in accordance with its terms. 3 7.4 Without in any way limiting the representations, warranties, covenants and agreements made by Buyer in this Agreement, no representation, warranty, covenant or agreement made by Buyer in this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements included herein or therein not misleading 7.5 As of the date of this Agreement, Buyer has the financial wherewithal to pay the Purchase Price. 7.6 Buyer understands and acknowledges that the Shares have not been registered under the Federal Securities Act of 1933, as amended (the "Act"), or under any state "Blue Sky" laws, and that the Shares are being sold to Buyer in reliance upon certain exemptions from the registration requirements of the Act and such laws. Therefore, the Shares cannot be sold unless subsequently registered under the Act and such state laws or an exception from such registration is available. 7.7 Buyer has had access to such financial and other information concerning the business and financial condition of SigmaTron as Buyer desires for the purposes of making this investment. Accordingly, Buyer is aware of SigmaTron's business affairs and financial condition and has acquired sufficient information about SigmaTron to reach an informed and knowledgeable decision to acquire the Shares. 8. ADDITIONAL AGREEMENTS. 8.1 FURTHER ASSURANCES. Each party shall execute and deliver such additional. instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out, and comply with all of the terms of this Agreement and the transactions contemplated hereby. 8.2 COURT APPROVAL. Notwithstanding anything set forth or implied herein to the contrary, the obligations of the parties hereto to proceed with the transaction contemplated by this Agreement are subject to higher and better bids, if any, and final approval of this Agreement by the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, which shall be obtained within twenty (20) days after execution of this Agreement, unless extended by the parties in writing. 8.3 BID PROTECTION. To the extent that any higher or better offers are made for the Shares, such Competing Bids must, at a minimum, contain the following terms: (i) Any competing bid for the Shares shall provide for aggregate consideration in an amount not less than the Purchase Price, plus twenty percent (20%) of the Purchase Price, or at least $263,743.02 (which is Fifty Four Cents ($.54) per share); 4 (ii) No competing bid shall be on terms and conditions which are more burdensome or conditional in any material respect than the terms of this Agreement; (iii) No competing bid shall be contingent upon receipt of financing necessary to its consummation; and (iv) No competing bid shall be contingent upon the outcome of any due diligence by the competing bidder. If any competing bid for the Shares is submitted to Company which satisfies the above conditions and is received prior to obtaining Bankruptcy Court approval of this Agreement, Company may accept such competing bid; provided that, Buyer and any competing bidder shall be able to make new offers for amounts in excess of the immediately preceding competing offer, subject to the Company establishing minimum overbid amounts. 8.4 SALE ORDER. Subject to Section 8.3, within no more than twenty (20) days after execution of this Agreement, Company shall use reasonably commercial efforts to obtain an order from the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, approving this Agreement and authorizing the sale of the Shares free and clear of all liens, claims, interests, and encumbrances (except those restrictions imposed by applicable securities laws or regulations). This order shall be in a form reasonably acceptable to Buyer and Company. 9. CLOSING CONDITIONS FOR THE BENEFIT OF BUYER. Buyer's obligations to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to Closing, of the following conditions (compliance with any of which Buyer may waive): 9.1 The representations, warranties and covenants of Company contained herein shall be true when made and on and as of Closing with the same force and effect as though made on and as of Closing. As of Closing, Company shall have performed and complied with all the covenants, agreements and conditions required to be performed and complied with by Company prior to or on Closing. 9.2 The Court has entered an order approving the sale of the Shares on the docket and such order shall not be subject to a stay pending appeal. 10. CLOSING CONDITIONS FOR THE BENEFIT OF COMPANY. The obligations of Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction, on or prior to Closing, of the following conditions (compliance with any of which Company may waive): 10.1 The representations, warranties and covenants of Buyer contained herein shall be true when made and on and as of Closing with the, same force and effect as though made on and as of Closing. As of Closing, Buyer shall have performed 5 and complied with all the covenants, agreements and conditions required to be performed and complied with by Buyer prior to or on Closing. 11. TERMINATION OF AGREEMENT. This Agreement shall terminate only upon the occurrence of one of the following: 11.1 Company's failure to obtain a court order authorizing the sale of the Shares to Buyer which shall be obtained no later than twenty-five (25) days after execution of this Agreement, unless such date is extended in writing by the parties; 11.2 Buyer's failure to close the purchase of the Shares, unless such date is extended in writing by Company; or 11.3 May 15, 2001, unless such date is extended in writing by the parties. Company reserves any and all rights to pursue claims or causes of action against Buyer in law or equity to the extent this Agreement is not consummated, through no fault of Company. 12. NOTICES. Any notice or other communication required, permitted or desirable hereunder, shall be in writing, and shall be deemed sufficiently given if personally delivered, or if sent by facsimile transmission or by certified or registered mail, postage prepaid, return receipt requested, addressed as follows: TO COMPANY Circuit Systems, Inc. c/o Thomas Rieck Rieck & Crotty, PC 55 West Monroe Street Suite 3390 Chicago, IL 60603 Telephone: (312) 726-4646 Facsimile: (312)726-0647 with a copy to: Nancy A. Peterman Greenberg Traurig LLP 227 West Monroe Street Suite 3500 Chicago, IL 60606 Telephone: (312) 456-8400 Facsimile: (312) 456-8435 6 TO BUYER: Tang Industries, Inc.. c/o John P. Chen National Material L.P. 400 Central Northfield, IL 60091 Telephone: (847) 784-5110 Facsimile: (847) 784-1428 with a copy to: Vytas P. Ambutas National Material L.P. 1965 Pratt Boulevard Elk Grove Village, IL 60007 Telephone: (847) 806-7200 Facsimile: (847) 806-7244 Any party may change its address for purposes of this paragraph by giving the other party written notice of the new address in the manner set forth above. Any notice given in accordance with the above shall be deemed to have been given upon personal delivery if so delivered, upon receipt of confirmation if sent via facsimile transmission, or on the third day after mailing if mailed. 13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, and, except as otherwise provided herein with respect to Buyer, shall not be assigned by any party without the written consent of the other party to this Agreement. 14. CONSTRUCTION. This Agreement shall be constructed and enforced in accordance with the internal laws of the State of Illinois, without regard to any conflict of law principals. 15. EXPENSES. Except as otherwise provided herein, whether or not the transaction contemplated herein shall be consummated, the parties shall pay their own expenses incident to preparing, entering into and carrying into effect this Agreement and for the consummation of said transaction, including, without limitation, the fees and expenses of their respective counsel, accountants and other experts. 16. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the documents delivered pursuant to the Agreement contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all prior agreements, understandings, or letters of intent between or among any of the parties hereto. This Agreement shall not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of the parties hereto. 17. INTERPRETATION. Article, titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 7 18. PARTIAL INVALIDITY. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but if any one or more of the provisions contained herein shall, for any reason, be held to bc invalid, illegal, or unenforceable in any respect, such provision shall be ineffective only to the extent of such invalidity, illegality, or unenforceability without invalidating the remainder of such provision or provisions or any other provisions hereof, unless such a construction would be unreasonable. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written. CIRCUIT SYSTEMS, INC. TANG INDUSTRIES, INC. By: /s/ Thomas W. Rieck By: /s/ John P. Chen ------------------------------ ------------------------------------ Name: Thomas W. Rieck Name: John P. Chen ---------------------------- ------------------------------ Its: President Its: Vice President and Treasurer ----------------------------- ------------------------------------ 8 EX-2 3 a2050963zex-2.txt ASSIGNMENT EXHIBIT 2 ASSIGNMENT Tang Industries, Inc., does hereby assign to the Cyrus Tang Revocable Trust Dated March 7, 1997 all of its right, title and interest in that certain Stock Purchase Agreement dated as of April 19, 2001, by and between Tang Industries, Inc. and Circuit Systems, Inc. This assignment shall be effective the 25th day of April, 2001. Dated: 25th day of April, 2001. /s/ Cyrus Tang --------------------------------------- Cyrus Tang ASSUMPTION In consideration of the Assignment to the Cyrus Tang Revocable Trust Dated March 7, 1997 ("Trust") of that certain Stock Purchase Agreement dated as of April 19, 2001, by and between Tang Industries, Inc. ("Tang") and Circuit Systems, Inc., the Trust does hereby assume Tang's right, title, interest and obligations in and to the Stock Purchase Agreement. This assumption shall be effective the 25th day of April, 2001. Dated: 25th day of April, 2001. CYRUS TANG REVOCABLE TRUST DATED MARCH 7,1997 /s/ Cyrus Tang --------------------------------------------- Cyrus Tang, Sole Trustee -----END PRIVACY-ENHANCED MESSAGE-----