8-K 1 epifebruary.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2002 _____________________ Exact Name of Registrant as Specified in Its Charter: SMTEK INTERNATIONAL, INC. ___________________________________ DELAWARE 1-8101 33-0213512 _____________________________ ____________ _____________ State or Other Jurisdiction of Commission I.R.S. Employer Incorporation or Organization File Number Identification No. Address of Principal Executive Offices: 2151 Anchor Court Thousand Oaks, CA 91320 _________________________ Registrant's Telephone Number, Including Area Code: (805) 376-2595 _________________________ Former Name or Former Address, if Changed Since Last Report: Not applicable _________________________ Item 5. Other Events. On February 15, 2002 the Company's largest stockholder, Mr. Thomas M. Wheeler, filed a Form 13D with the Securities & Exchange Commission. The Company, in an abundance of caution, wishes to note to other stockholders and to the Commission that Mr. Wheeler makes reference to exploratory discussions relating to a possible merger between the Company and Electronic Product Integration Corporation ("EPI"). The Company acknowledges that exploratory discussions of this nature are underway. However, as further stated in Mr. Wheeler's 13D filing, there can be no assurance that these exploratory discussions will lead to a definitive merger agreement involving the Company and EPI, or that any such merger would be approved by the boards of directors and stockholders under applicable law. Even if a definitive merger agreement were to be approved by the boards of directors and stockholders of the Company and EPI, there can be no assurance that a transaction would be consummated. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SMTEK INTERNATIONAL, INC. February 19, 2002 /s/ Kirk A. Waldron _________________________________ _________________________________ Date Kirk A. Waldron Vice President -Chief Financial Officer