SC 13D/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)


           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
       RULE 13d-1(a)AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

                               (Amendment No. 2)


                            SMTEK International, Inc.
                        ---------------------------------
                                (Name of Issuer)


                          Common Stock (Par value $.01)
                        ---------------------------------
                         (Title of Class of Securities)


                                   832688 20 4
                                -----------------
                                 (CUSIP Number)

  Thomas M. Wheeler, 1217 Cerrito Bello Road, El Paso, TX 79912 (915) 584-8671
            ----------------------------------------------------------
                  Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                January 30, 2002
                    ------------------------------------------
             (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 l3D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].


CUSIP No. 832688 20 4                 13D                    Amendment No. 2

1.   Name of reporting person

     Thomas M. Wheeler

2.   Check the appropriate box if a member of a group  (a)[  ]  (b)[x]

3.   SEC use only

4.   Source of funds

     PF

5.   Check box if disclosure of legal proceedings is required pursuant to Items
     2(d) or  2(e) [ ]

6.   Citizenship or place of organization

     U.S. Citizen

7.   Number of shares beneficially owned by each reporting person with sole
     voting power

     881,812

8.   Number of shares beneficially owned by each reporting person with shared
     voting power

     -0-

9.   Number of shares beneficially owned by each reporting person with sole
     dispositive power

     881,812

10.  Number of shares beneficially owned by each reporting person with shared
     dispositive power

     -0-

11.  Aggregate amount beneficially owned by each reporting person

     881,812 shares

12.  Check box if the aggregate amount in Row 11 excludes certain shares [  ]


13.  Percent of class presented by amount in Row 11

     Approximately 38.6%

14.  Type of reporting person

     IN


Item 1. Security and Issuer

         This Amendment No. 2 to Schedule 13D further amends and restates
         Amendment No. 1 to the Schedule 13D which was filed by Mr. Wheeler on
         May 21, 1999 relating to the Common Stock, par value $.01 per share
         ("Company Common Stock"), of SMTEK International, Inc., a Delaware
         corporation (the "Company"). The Company's principal executive offices
         are located at 2151 Anchor Court, Thousand Oaks, CA 91320.

Item 2. Identity and Background.

         (a) The name of the person filing this schedule is Thomas M. Wheeler.

         (b) Mr. Wheeler's address is 1217 Cerrito Bello Road, El Paso, TX
             79912.

         (c) Mr. Wheeler's present principal occupation is private investor.

         (d) During the past five years, Mr. Wheeler has not been convicted in
             any criminal proceeding.

         (e) During the past five years, Mr. Wheeler has not been a party to any
         civil proceeding of a judicial or administrative body of competent
         jurisdiction and as a result of such proceeding was or is 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) Mr. Wheeler is a citizen of the United States

Item 3. Source and Amount of Funds or Other Consideration.

         Mr. Wheeler acquired the Company Common Stock covered by this Amendment
         for cash consideration in the amount of $4.5 million.

Item 4. Purpose of Transaction

         On May 21, 1999, Mr. Wheeler purchased 11,250,000 shares of common
         stock, par value $.01 per share (the "Shares"), of the Company pursuant
         to a Stock Subscription Agreement,

         dated March 4, 1999, for the purpose of acquiring a significant equity
         position in the Company. Mr. Wheeler's purchase of the Shares was
         approved by the Company's common stockholders on May 20, 1999. Mr.
         Wheeler purchased the Shares for a cash purchase price of $4,500,000
         pursuant to the Stock Subscription Agreement. As a result of that
         purchase, Mr. Wheeler's interest in the Company increased to
         approximately 38.6% of the total outstanding shares of Company Common
         Stock. The Shares were split in a 1-for-20 reverse stock split
         effective May 24, 1999, which resulted in Mr. Wheeler owning 881,812
         shares of Common Stock.

         The Shares are "restricted securities" as defined in the Securities Act
         of 1933. Unless registered for resale, the Shares must be held by Mr.
         Wheeler and may not be resold except in compliance with the resale
         requirements of Rule 144 under the Securities Act of 1933. Pursuant to
         the Stock Subscription Agreement, Mr. Wheeler has registration rights
         for the registration of the Shares in the next registration statement
         filed by the Company with the Securities and Exchange Commission that
         would permit the inclusion of the Shares.

         As a result of his ownership, and because the Company's certificate of
         incorporation permits stockholders to cumulate their votes for the
         election of directors, Mr. Wheeler has a high degree of voting power.
         Such voting power may give Mr. Wheeler a great ability to influence the
         policies of management and to increase his representation on the
         Company's board of directors. Mr. Wheeler recommended Oscar B. Marx III
         and Mr. James Burgess for election to the board of directors, and they
         subsequently were elected to serve on the Company's board of directors
         by the shareholders of the Company. Mr. Wheeler may determine to
         increase the number of directors representing his interests on the
         board of directors to a majority of the board.

         In addition to obtaining effective or actual control of the Company
         through increasing his board representation, Mr. Wheeler may from time
         to time, through open market purchases or privately negotiated
         transactions, determine to increase his aggregate ownership interest in
         the Company to an amount in excess of 50% of the outstanding shares,
         thus obtaining outright voting control of the Company. Alternatively,
         Mr. Wheeler may determine to sell some or all of his Shares in one or
         more registered or privately negotiated transactions from time to time,
         depending on general market and other economic conditions. In addition,
         Mr. Wheeler may determine to increase his percentage ownership of the
         Company to a control interest and then sell that control interest to a
         third party. At the present time, Mr. Wheeler does not have any
         specific plans or proposals either to increase his interests in, or
         sell any of his shares of the Company.

         On January 30, 2002, exploratory discussions were commenced by the
         Company relating to a possible merger between the Company and
         Electronic Product Integration Corporation ("EPI"). Three of Mr.
         Wheeler's adult children own an aggregate of 70% of the outstanding
         shares of common stock of EPI. Additionally, Mr. Wheeler owns 62% of
         the voting stock of TMW Enterprises, Inc. ("TMW"), and each of his
         three adult children own a minority interest in TMW. Further, TMW holds
         an aggregate of $3.085 million in principal amount of subordinated
         notes issued by EPI.


         In Amendment No. 1 to this Schedule 13D, Mr. Wheeler reported that he
         had no current plans or proposals to influence or cause the Company to
         merge with a third party or any of his affiliates, but may determine to
         do so in the future based on an evaluation of the Company's business,
         prospects and financial condition as well as the strategic and
         operating fit between the Company and a third party or one of his other
         companies. These exploratory merger discussions were initiated by the
         Company's board of directors. However, there can be no assurance that
         these exploratory discussions will lead to a definitive merger
         agreement between the Company and EPI, or that any such merger
         agreement would be approved by the boards of directors and shareholders
         under applicable law. Even if a definitive merger agreement were to be
         approved by the boards of directors and shareholders of the Company and
         EPI, there can be no assurance that a transaction would be consummated.

         Alternatively, based upon general market economic conditions, as well
         as the Company's operating performance and prospects, Mr. Wheeler may
         determine to cause the Company to enter into a corporate restructuring
         or recapitalization, which may cause changes in its balance sheet and
         which may constitute a "going private transaction" under the Securities
         Exchange Act of 1934.

         For estate planning purposes, Mr. Wheeler has transferred the Shares to
         a revocable trust as to which he is the grantor and sole trustee. The
         revocable trust is styled "Trust u/a dtd April 9, 1996, as amended and
         restated on April 15, 1996."

         Except as disclosed in this Item 4 relating to the possible merger
         between the Company and EPI, Mr. Wheeler has no current plans or
         proposals which relate to or would result in any of the events
         described in Items (a) through (j) of the instructions to Item 4 of
         Schedule 13D. Mr. Wheeler intends continuously to review his investment
         in the Company and, in light of the Company's performance, business
         prospects and management, may undertake actions which may result in any
         of the events described in Items (a) through (j) of Item 4 of Schedule
         13D.

Item 5. Interest in Securities of the Issuer

         (a) Mr. Wheeler is the beneficial owner of 881,812 shares of Company
             Common Stock.

         (b) Mr. Wheeler has the sole power to vote or to direct the vote and
             the sole power to dispose or to direct the disposition of 881,812
             shares of Company Common Stock.

         (c) Mr. Wheeler effected the following transactions in the shares of
             Company Common Stock during the past 60 days: none.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.

         Other than as set forth in Item 4 above with respect to the notes held
         by TMW and the options described herein, there are no contracts,
         arrangements, understandings or


         relationships (legal or otherwise) between Mr. Wheeler and any person
         with respect to any securities of the Company. On March 31, 2000, Mr.
         Wheeler granted options to four managers of TMW, each exercisable for
         10,000 shares of Company Common Stock. The options are exercisable for
         a period of four years at an exercise price equal to the closing price
         of Company Common Stock on March 31, 2000.

Item 7. Material to Be Filed as Exhibits.

Exhibit No.       Title

99.1              Form of EPI subordinated notes issued to TMW.

99.2              Form of options issued to TMW employees


                                    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.

February 15, 2002                              /s/ Thomas M. Wheeler
- --------------------                          ---------------------------
      Date                                         Thomas M. Wheeler

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.

         Attention: Intentional misstatements of omissions of fact constitute
         federal criminal violations (see 18 U.S.C. 1001).

                                  EXHIBIT INDEX


Exhibit No.       Title
- -----------       -----
               
99.1              Form of EPI Notes issued to TMW.

99.2              Form of options issued to TMW employees

EX-99.1

Exhibit 99.1


                                 PROMISSORY NOTE


$_______________                                              [Date]
                                                              Troy, Michigan

                  FOR VALUE RECEIVED, the undersigned, ELECTRONIC PRODUCTS
INTEGRATION CORPORATION, a Michigan corporation ("Maker"), promises to pay to
the order of TMW Enterprises Inc, ("Holder") the principal sum of
________________ ($__________) lawful money of the United States of America, on
September 30,2001, together with the interest on the unpaid principal balance at
the rate equivalent to the prime rate of interest as charged from time to time
by Bank One or its successors, payable quarterly.

                  If any payment of principal of, or interest on, this
Promissory Note shall become due on a Saturday, Sunday or public holiday under
applicable laws, or any other day on which banking institutions are authorized,
or obligated by law, to close, such payment shall be made on the next succeeding
business day and the extension of time shall in such case be included in
computing interest in connection with such payment.

                  Maker shall have the right at any time, and from time to time,
to prepay, in whole or in part, the unpaid principal and/or interest accrued
thereon, without penalty, such payments being first applied to the payment of
accrued interest and the balance to the payment of principal.

                  In the case of (a) a default in the payment of principal of
and/or interest on this Promissory Note when due, (b) an assignment for the
benefit of the creditors of Maker, (c) the filing of a petition in bankruptcy or
under any debtor's law by or against Maker (which is not stayed or vacated
within thirty days thereafter) for the relief or reorganization of Maker, or for
the composition, extension, arrangement or readjustment of any of the
obligations of Maker, (d) the appointment of any trustee, receiver or liquidator
or similar official having jurisdiction over any substantial part of the
property of Maker, or (e) a default in any other obligation of Maker under this
Promissory Note, then in any such event, the principal of this Promissory Note
and all accrued interest thereon, may, at the option of Holder, be declared due
and payable, whereupon the same shall forthwith immediately become due and
payable.

                  If suit is brought to collect on this Promissory Note, Holder
shall be entitled to collect all reasonable costs and expenses of such suit,
including, but not limited to, actual attorney's fees.

                  Each party to this Promissory Note, whether as maker,
indorser, guarantor, surety or assignor, waives presentment for payment, demand,
protest, notice of protest and notice of dishonor and nonpayment of this
Promissory Note, and all defenses on the grounds of delay or of any extension of
time at or after maturity for the payment

of this Promissory Note, which may hereafter be given by the holder or holders
to them, any of them or to anyone who has assumed the payment of this Promissory
Note and each of them agrees to all of the terms of this Promissory Note and
agrees that this is the joint and several obligation of the parties to this
Promissory Note.

                  No failure or delay on the part of Holder in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
other exercise thereof, or the exercise of any other right or power. The rights
and remedies of Holder hereunder are cumulative and not exclusive of any rights
or remedies which otherwise would be available. No modification or waiver of any
provision of this Promissory Note, nor consent to any departure by Maker
therefrom shall in any event be effective unless the same shall be in writing,
signed by the person against whom enforcement of such modification, waiver or
consent is sought, and then such modification, waiver or consent shall be
effective only in the specific instance and for the purpose for which given.

                  The obligations of Maker under this Promissory Note shall
inure to the benefit of Holder's assigns, successors, heirs and/or legal
representatives as the case may be. This Promissory Note is made in and shall be
governed by the laws of the State of Michigan.

                  This Note shall be subordinate to the obligations of the Maker
to Comerica Bank pursuant to a subordination agreement to be executed by Maker
in favor of Comerica Bank.

                                                     ELECTRONIC PRODUCTS
                                                     INTEGRATION CORPORATION,
                                                     a Michigan corporation



                                                     By:______________________
                                                     John J. Sammut, President

EX-99.2

Exhibit 99.2

                             STOCK OPTION AGREEMENT

         THIS AGREEMENT made and entered into as of this 31st day of March, 2000
by and between THOMAS M. WHEELER (the "Optionor"), and _______________
("Optionee").

                                   WITNESSETH:

         WHEREAS, Optionor is the holder of shares ("Shares") of the common
stock, 5.01 par value per share, of SMTEK International, Inc., a Delaware
corporation (the "Company) and Optionee wishes to obtain the option to purchase
certain of those Shares and Optionee is willing to grant such option to the
Optionee under the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:

         1. Options Granted to Optionee. Optionor hereby grants to Optionee
options (the "Options") to purchase 10,000 of the Optionor's Shares at an
exercise price per share that is equal to the closing price of the Company 's
common stock on the NASDAQ small Cap Marketplace on March 31, 2000.

         2. Terms of Options. Subject to the terms and conditions contained
herein, the options shall be exercisable at any time during the period
commencing on January 1, 2000 and ending December 31, 2004, unless those Options
are earlier terminated in accordance with the terms hereof.

         3.       Exercise of Options.

                  (a) The Options may not be exercised unless a registration
         statement on an appropriate form to register the shams underlying the
         Options under the Securities Act of 1933 and applicable state
         securities laws is in effect or a valid exemption from such
         registration is available.

                  (b) The Options may only be exercised in full; no partial
         exercise of the Options shall be permitted.

                  (c) The Options may not be exercised during any period of time
         that such exercise would cause the Optionor to incur liability for any
         "short-swing" profits under Section 16(b) of the Securities Exchange
         Act of 1934, as amended. In the event exercise of the Options would
         cause such liability, Optionor will so notice Optionee within 10 days
         following receipt of an exercise notice, which notice shall inform
         Optionee of the first date ("Permissible Date") when the Options may be
         exercised without causing such liability. Optionee shall thereupon have
         five days to notify Optionor of his desire (1) to delay the exercise
         date until the Permissible Date or (2) to revoke the exercise.
         Optionee's failure timely to provide such notice shall be deemed a
         revocation of the exercise.


                  (d) To exercise an Option, Optionee must give written notice
         of exercise to the Optionor, accompanied by cash or cheek payable to
         the order of Optionor for the full exercise price of such shares. The
         date of actual receipt by the Optionor of such notice shall be deemed
         the date of exercise of the Options. Optionor shall, promptly following
         receipt of such notice and payment and an investment letter and
         additional instruments as he may reasonably require, submit a
         certificate or certificates to the Company 's transfer agent with the
         request that the Shares be issued in the name of the Optionee.

                  (e) During Optionee 's lifetime, only Optionee may exercise
         the Options, and only while Optionee is an employee of the TMW
         Enterprises, Inc. or its affiliates, and only if he has been
         continuously so employed since the date of this Agreement, except that
         if Optionee's employment is terminated by reason of the death or the
         permanent disability of the Optionee, Optionee's estate may exercise
         the Options for a period of 90 days following such death or
         certification of permanent disability by a medical doctor of recognized
         professional standing.

         Except a set forth herein, this Agreement shall terminate upon
termination for any reason of Optionee's employment with TMW Enterprises, Inc.
or any of its affiliates.

         4. Restrictions Upon Transfer of Options. The Options are
non-transferable and Optionee agrees that he shall not sell, assign, encumber or
otherwise dispose of the Options, voluntarily or involuntarily, except as
specifically provided herein.

         5. Additional Restrictions on Shares. Optionee acknowledges that the
Shares issuable upon exercise of the Options have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any state and may
not be sold by Option-unless they are registered under those laws or exemptions
from such registration are available. Prior to the issuance of the Shares to
Optionee upon the exercise of the Options, Optionee shall execute and deliver to
the Optionor any investment letter or other instrument that is required by the
Optionor in order to ensure compliance with the Securities Act of 1933 and
applicable state securities laws. Such investment letter shall provide, among
other things, that the Optionee is acquiring the Shares for investment and not
for resale and that transfer of the Shares will be restricted and that the
certificates to be issued to the Optionee shall bear a restrictive legend
substantially in the following form:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE
         BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF
         INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE SECURITIES
         ACT, AND STATUTORY EXEMPTIONS UNDER THE APPLICABLE STATE SECURITIES
         LAWS. THESE SECURITIES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR
         ASSIGNED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION
         UNDER PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
         SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
         THEREUNDER; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE CORPORATION
         HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT
         SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF ANY SUCH SECURITIES.


         6. Execution of Reports; Cooperation. Optionee agrees that upon request
from Optionor, he will execute and will cooperate fully with respect to the
filing of any and all reports, forms and other instruments that Optionor
believes Optionee must execute in order for Optionor and/or Optionee to comply
with the requirements of the Act or the Securities Exchange Act or any other Jaw
or regulation or rule of any exchange, including, without limitation, any
reports of beneficial ownership, Optionee further agrees to cooperate with
respect to providing all such other information or instruments, assurances and
reasonable assistance, which Optionor may reasonably request of Optionee in
order to comply the with provisions of applicable laws, regulations and rules or
to address all reasonable requests of the Company's Transfer Agent. Optionee's
failure to perform the covenants herein in a timely manner will be deemed a
material breach of this Agreement, which shall entitle Optionor to terminate
this Agreement upon written notice to Optionee.

         7. Binding Effect. The rights and obligations under this Agreement
shall inure to the benefit of and shall be binding upon the successors and
assigns of the parties and their estates. legal representatives, heirs and
distributees but the Optionee's rights hereunder are personal to him and shall
not be subject to voluntary or involuntary alienation, assignment or transfer.

         8. Entire Agreement. Agreement represents the entire agreement of the
parties with respect to the subject matter hereof.

         9. Governing Law; Severability. This Agreement shall be governed by the
laws of the State of Michigan without reference to its principles or conflicts
of laws. If any terms hereof shall be determined to be null and void,
ineffectual, invalid or unenforceable by any competent tribunal, the remaining
terms hereof shall continue in till force and effect.

         10. Multiple Choices. This Agreement is made in multiple copies, each
of which shall constitute an original.

         11. Notices. Any notice required to be given or made to a party
hereunder must be in writing and personally delivered or sent by United States
first class mail to the address of each party appearing below its signature
hereto or to such other address as may be designated in writing from time to
time by a party to the other.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.


OPTIONEE:                                                     OPTIONOR:

- ----------------------------------          ---------------------------------


                                            Thomas M. Wheeler

Address: ___________________                Address: 801 W. Big Beaver Rd.
                                                     Suite 201
                                                     Troy, MI  48084