-----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, RxBaHaNsYO4RjlvZZDJREprCP3yf1dgOSyTf1WbYK/HK5XmLfZu6mk6fP7CVnnJn DJX8kK7JYab41rYNPIpbRw== 0001104659-04-026585.txt : 20040901 0001104659-04-026585.hdr.sgml : 20040901 20040901140925 ACCESSION NUMBER: 0001104659-04-026585 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040827 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040901 DATE AS OF CHANGE: 20040901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMTEK INTERNATIONAL INC CENTRAL INDEX KEY: 0000026987 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 330213512 STATE OF INCORPORATION: DE FISCAL YEAR END: 0702 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08101 FILM NUMBER: 041010616 BUSINESS ADDRESS: STREET 1: 200 SCIENCE DRIVE CITY: MOORPARK STATE: CA ZIP: 93021 BUSINESS PHONE: 8055322800 MAIL ADDRESS: STREET 1: 200 SCIENCE DRIVE CITY: MOORPARK STATE: CA ZIP: 93021 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 8-K 1 a04-10143_18k.htm 8-K

 

UNITED STATES
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): August 27, 2004

 

SMTEK INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

1-08101

 

33-0213512

(State or Other
Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification

No.)

 

 

 

 

 

200 Science Drive
Moorpark, California

 

93021

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:           (805) 532-2800

 

Not Applicable

 (Former Name or Former Address, if Changed Since Last Report)

 

 

 

Item 1.02.                  Termination of a Material Definitive Agreement

 

On August 27, 2004, Edward Smith, the Company’s Chief Executive Officer and President, resigned from his executive officer positions effective September 20, 2004.  Mr. Smith will continue as a member of the Board of Directors.  As a result of Mr. Smith’s resignation, Mr. Smith’s Employment Agreement will also terminate as of September 20, 2004.  Under Mr. Smith’s Employment Agreement, which was dated effective July 1, 2004, Mr. Smith received an annual salary of $250,000 and annual bonus at the discretion of the compensation committee of the board of directors.

 

Item 5.02                     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

On August 27, 2004, Edward Smith, the Company’s Chief Executive Officer and President, resigned from his executive officer positions effective September 20, 2004.  As a result, Mr. Smith’s Employment Agreement will also terminate as of September 20, 2004.  Mr. Smith will continue as a member of the Board of Directors.  SMTEK’s board of directors has designated Kirk Waldron, currently the Company’s Senior Vice President and Chief Financial Officer, as interim President.

 

Item 7.01.                  Regulation FD Disclosure.

 

On August 31, 2004, SMTEK International, Inc. issued a press release to report the resignation of its Chief Executive Officer and President and the appointment of an interim President.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01.                  Financial Statements and Exhibits.

 

(c) Exhibits

 

99.1

 

Press Release of SMTEK International, Inc. dated August 31, 2004.

 

2

 

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 hereunto duly authorized.

 

Date:  September 1, 2004

 

 

SMTEK INTERNATIONAL, INC.

 

 

 

 

 

By:

/s/ Kirk A. Waldron

 

 

Name:

Kirk A. Waldron

 

Its:

Senior Vice President

 

 

Chief Financial Officer

 

3

 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press release of SMTEK International, Inc. dated August 31, 2004.

 

4

 EX-99.1 2 a04-10143_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Kirk A. Waldron

 

Dan Matsui/Eugene Heller

Chief Financial Officer

 

Silverman Heller Associates

(805) 532-2800 ext. 111

 

(310) 208-2550

 

SMTEK CEO SMITH RESIGNS, BOARD APPOINTS INTERIM PRESIDENT

 

Smith to Continue as Director

 

MOORPARK, Calif. — Aug. 31, 2004 — SMTEK International, Inc. (Nasdaq:SMTI) announced today that President and Chief Executive Edward Smith is resigning his executive officer position with the Company effective September 20, 2004, and will continue as a director of the Company. Smith will assume a senior executive position with Avnet Electronics Marketing, Inc., a leading global distributor of electronic components. SMTEK’s board of directors has designated Kirk Waldron, currently the Company’s senior vice president and chief financial officer, as interim president.

 

Smith commented: “SMTEK has worked hard on defining strategic objectives and transforming its operations to meet customer needs. The financial performance reported over the last several quarters shows how SMTEK’s initiatives are paying off. I have decided for personal reasons to relocate to the area of the country that I call home. I am confident that the efforts of SMTEK’s management team will continue on a successful path.”

 

SMTEK Chairman James Burgess stated: “Ed, Kirk and the other members of the management team have successfully led SMTEK in overcoming the challenges we faced more than two years ago and implemented a business strategy that has proven effective. Ed delivered vision and passion in transforming SMTEK, and we wish him the very best in his future endeavors. Kirk’s broad operational responsibility as a partner to Ed and his proven financial expertise will help guide SMTEK in continuing its current operating plans. Our confidence in the financial guidance previously provided remains unchanged.”

 

About SMTEK International, Inc.

 

SMTEK is an electronics manufacturing services (EMS) provider serving original equipment manufacturers (OEMs) in the medical, industrial instrumentation, telecommunications, security, financial services automation, aerospace and defense industries, including integrated solutions across the entire product life cycle, from design to manufacturing to end-of-life services, for the worldwide high-criticality, high-reliability, high-complexity segment of the EMS industry. The Company’s four facilities are located in Moorpark and Santa Clara, Calif.; Marlborough, Mass.; and the Ayuttya Province in Thailand.

 

 

This press release contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are made in reliance upon the protections provided by such acts for forward-looking statements. These forward-looking statements (such as when we describe what “will,” “may” or “should” occur, what we “plan,” “intend,” “estimate,” “believe,” “expect” or “anticipate” will occur, and other similar statements) include, but are not limited to, statements regarding the Company’s business and financial performance, business strategy, operational plans, any financial or other guidance, and all statements that are not based on historical fact, but rather reflect our current expectations concerning future results and events. We make certain assumptions when making forward-looking statements, any of which could prove inaccurate, including, but not limited to, statements about our future operating results and business plans. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events, and is subject to various uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements.

 

The following important factors, among others, could affect future results and events, causing those results and events to differ materially from those expressed or implied in our forward-looking statements: business conditions and growth in our customers’ industries, the EMS industry and the general economy, variability of operating results, our dependence on a limited number of major customers, the potential consolidation of our customer base, availability of components, dependence on certain industries, seasonality, variability of customer requirements, our ability to successfully negotiate definitive agreements and consummate acquisitions, and to integrate operations following consummation of acquisitions, our ability to take advantage of our restructuring to improve utilization and realize savings, other economic, business and competitive factors affecting our customers, our industry and business generally and other factors that we may not have currently identified or quantified. Readers are referred to the documents filed by SMTEK International, Inc. with the SEC, including our most recent Reports on Forms 10-K, 10-Q and 8-K, each as it may be amended from time to time, for a more complete description of important risk factors, factors that may affect our results and other information with respect to risks and uncertainties relating to the materials in this press release, as well as to other aspects of our business and financial condition.

 

All forward-looking statements included in this press release are made only as of the date hereof, and we do not intend to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or which we hereafter become aware of. You should read this document and the documents, if any, that we reference herein completely and with the understanding that our actual future results may be materially different from what we expect. We may not update these forward-looking statements, even if our situation changes in the future. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

 

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