-----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, Kjz82QUt12BEKtyGCADQNfQvyyeUR4JIF7SVV8l0TxcR43UiUZWArqsr+z8iORFh 5FH1KeOHP3ChkYEkXH+USg== /in/edgar/work/20000828/0000026987-00-000008/0000026987-00-000008.txt : 20000922 0000026987-00-000008.hdr.sgml : 20000922 ACCESSION NUMBER: 0000026987-00-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000828 EFFECTIVENESS DATE: 20000828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMTEK INTERNATIONAL INC CENTRAL INDEX KEY: 0000026987 STANDARD INDUSTRIAL CLASSIFICATION: [3672 ] IRS NUMBER: 330213512 STATE OF INCORPORATION: DE FISCAL YEAR END: 0702 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44612 FILM NUMBER: 710553 BUSINESS ADDRESS: STREET 1: 2151 ANCHOR COURT CITY: THOUSAND OAKS STATE: CA ZIP: 91320 BUSINESS PHONE: 8053762595 MAIL ADDRESS: STREET 1: 2151 ANCHOR COURT CITY: HOUSAND OAKS STATE: CA ZIP: 91320 FORMER COMPANY: FORMER CONFORMED NAME: DDL ELECTRONICS INC DATE OF NAME CHANGE: 19940119 FORMER COMPANY: FORMER CONFORMED NAME: DATA DESIGN LABORATORIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DATA DESIGN LABORATORIES DATE OF NAME CHANGE: 19880817 S-8 1 0001.txt As filed with the Securities and Exchange Commission on August 25, 2000. Registration No. 333- ----------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------------------------------------- SMTEK INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 33-0213512 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2151 Anchor Court, Thousand Oaks, California 91320 (Address of principal executive offices) (Zip Code) ----------------------------------------------------------------- SMTEK INTERNATIONAL, INC. AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN (Full title of the plan) ----------------------------------------------------------------- Mitchell J. Freedman, Esq. General Counsel and Corporate Secretary SMTEK International, Inc. 2151 Anchor Court Thousand Oaks, California 91320 (805) 376-2595 (Name, address and telephone number, including area code, of agent for service) ----------------------------------------------------------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share price fee - ----------- ---------- ---------- ---------- ------------ Common Stock 250,000(1) $3.50(2) $875,000(2) $231.00(2) ($0.01 par shares value) (1) 360,000 shares of common stock are issuable under the SMTEK International, Inc. Amended and Restated 1996 Stock Incentive Plan (the "Plan"). In addition to the 250,000 shares registered hereby, 110,000 shares of common stock issuable under the Plan were previously registered under the Registration Statement on Form S-8 (Registration No. 333-8689) as filed with the Securities and Exchange Commission on July 24, 1996. All share amounts referenced herein reflect the 1-for-20 reverse stock split consummated on May 24, 1999. (2) Estimated solely for the purpose of calculating the registration fee, and based upon the average of the high and low sale prices for the Common Stock on August 24, 2000, as reported by Nasdaq, in accordance with Rule 457(c). INTRODUCTION This Registration Statement on Form S-8 is filed by SMTEK International, Inc., a Delaware corporation (the "Company"), to register an additional 250,000 shares of the Company's Common Stock, issuable under the SMTEK International, Inc. Amended and Restated 1996 Stock Incentive Plan, and consists of only those items required by General Instruction E to Form S-8. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to the instructions to Form S-8, Part I (Information Required in the Section 10(a) Prospectus) is not filed as part of this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT In accordance with General Instruction E to Form S-8, the contents of the Company's Registration Statement on Form S-8 (Registration No. 333-8689) previously filed by the Company with the Securities and Exchange Commission on July 24, 1996 is incorporated herein by reference and made a part hereof. ITEM 8. EXHIBITS. Pursuant to General Instruction E, only those opinions and consents required by Item 8 are provided, as follows. Exhibit No. Description - ----------- ----------- 5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the additional securities being registered. 23.1 Consent of KPMG LLP, independent auditors. 23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1 hereto). 24.1 Power of Attorney (contained on signature page hereto). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Thousand Oaks, State of California, on August 25, 2000. SMTEK INTERNATIONAL, INC. By: /s/Gregory L. Horton -------------------------- Gregory L. Horton President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned directors and officer of SMTEK International, Inc., do hereby constitute and appoint each of Messrs. Gregory L. Horton and Richard K. Vitelle, each with full power of substitution, our true and lawful attorney-in-fact and agent to do any and all acts and things in our names and in our behalf in our capacities stated below, which acts and things either of them may deem necessary or advisable to enable SMTEK International, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but not limited to, power and authority to sign for any or all of us in our names, in the capacities stated below, any and all amendments (including post-effective amendments) hereto; and we do hereby ratify and confirm all that they shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ------ ---- /s/ Gregory L. Horton Chief Executive Officer, August 25, 2000 - ------------------------ President and Director ------------------- Gregory L. Horton /s/ Richard K. Vitelle Chief Financial Officer August 25, 2000 - ------------------------ (Principal Financial and ------------------- Richard K. Vitelle Accounting Officer) Director - ------------------------ ------------------- Clay M. Biddinger /s/ James P. Burgess Director August 23, 2000 - ------------------------ ------------------- James P. Burgess /s/ Bruce E. Kanter Director August 19, 2000 - ------------------------ ------------------- Bruce E. Kanter /s/ Oscar B. Marx, III Director August 23, 2000 - ------------------------ ------------------- Oscar B. Marx, III EXHIBIT INDEX Exhibit Number Description ------- ----------- 5.1 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities being registered. 23.1 Consent of KPMG LLP, independent auditors. 23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1 hereto). 24.1 Power of Attorney (contained on signature page hereto) EX-5 2 0002.txt Exhibit 5.1 August 25, 2000 (949) 451-3800 C19142-00001 SMTEK International, Inc. 2151 Anchor Court Thousand Oaks, California 91320 Re: Registration Statement on Form S-8 Pursuant to General Instruction E for an Aggregate 360,000 Shares of Common Stock under the SMTEK International, Inc. Amended and Restated 1996 Stock Incentive Plan Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by SMTEK International, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act") of an additional 250,000 shares of common stock of the Company, par value $.01 per share ("Common Stock"), which may be issued under the SMTEK International, Inc. Amended and Restated 1996 Stock Incentive Plan (the "Plan"), permitting an aggregate of 360,000 shares of Common Stock that may be issued under the Plan. For purposes of rendering this opinion, we have made such legal and factual examinations as we have deemed necessary under the circumstances and, as part of such examination, we have examined, among other things, originals and copies, certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate. For the purposes of such examination, we have assumed the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted to us. On the basis of and in reliance upon the foregoing, we are of the opinion that, assuming the Registration Statement shall have become effective pursuant to the provisions of the Securities Act, the Common Stock, when issued in accordance with the provisions of the Plan, will be validly issued, fully paid and non-assessable, subject, as to enforcement, to (i) bankruptcy, reorganization, insolvency, moratorium and other similar laws and court decisions of general application, including without limitation, statutory or other laws regarding fraudulent or preferential transfers, relating to, limiting or affecting the enforcement of creditor's rights generally, and (ii) the effect of general principles of equity upon the specific enforceability of any of the remedies, covenants or other provisions of the Plan and upon the availability of injunctive relief or other equitable remedies and the application of principles or equity (regardless of whether enforcement is considered in proceedings at law or in equity) as such principles relate to, limit or affect the enforcement of creditors rights generally. We hereby consent to the filing of this opinion as an exhibit of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ Gibson, Dunn & Crutcher LLP MWS/RLS EX-23 3 0003.txt EXHIBIT 23.1 Consent of Independent Auditors The Board of Directors SMTEK International, Inc.: We consent to the incorporation herein by reference of our report dated August 15, 2000 with respect to the consolidated balance sheets of SMTEK International, Inc. and subsidiaries as of June 30, 2000 and 1999, and the related consolidated statements of operations and comprehensive income (loss), cash flows and stockholders' equity for each of the years in the three-year period ended June 30, 2000, which report appears in the SMTEK International, Inc. 2000 Annual Report on Form 10-K. /s/ KPMG LLP Los Angeles, California August 25, 2000 -----END PRIVACY-ENHANCED MESSAGE-----