-----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, Wq4jZDAbNzZSMvhj9UGrlt7td2IepRjMWEBEKtnlr/RW1/3ym1jfd4d5tfMbCO/k 3Nb/XXWl0hLjEyQEWMY5Yg== 0001104659-04-029691.txt : 20041005 0001104659-04-029691.hdr.sgml : 20041005 20041005145222 ACCESSION NUMBER: 0001104659-04-029691 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041005 DATE AS OF CHANGE: 20041005 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: 041065644 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 a04-11222_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): September 30, 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)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                                                       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                                       Soliciting material pursuant to Rule 425 under the Exchange Act (17 CFR 240.14.a-12)

 

o                                                       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                                       Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01.  Entry into a Material Definitive Agreement

 

As previously announced, effective September 18, 2004, Kirk Waldron, the Registrant’s Senior Vice President and Chief Financial Officer, was appointed interim President of the Registrant.  On September 30, 2004, the Registrant’s Compensation Committee approved a stipend of $5,000 per month to be paid to Mr. Waldron during the period in which he continues to serve as the Registrant’s interim President.

 

On September 30, 2004, the Registrant’s Compensation Committee approved an Executive Bonus Plan (the “Plan”).  The Plan provides for a bonus pool that may be paid out based on two components; up to 50% of the bonus pool based on the Compensation Committee’s discretion and up to 50% of the bonus pool based on the achievement of certain operating income and inventory turn goals established by the Compensation Committee.  The dollar value of the bonus pool will be set each fiscal year by the Compensation Committee.  Executives eligible for bonuses under the Plan include the Registrant’s Chief Executive, President, Chief Financial Officer, Vice President Operations and Vice President Sales.

 

Item 9.01.  Financial Statements and Exhibits.

 

(c) Exhibits

 

10.1   SMTEK International, Inc. Executive Bonus Plan

 

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:  October 5, 2004

 

 

SMTEK INTERNATIONAL, INC.

 

 

 

 

 

 

 

By:

/s/ Kirk A. Waldron

 

 

Name:

Kirk A. Waldron

 

Its:

Interim President and
Chief Financial Officer

 

3

 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

10.1

 

SMTEK International, Inc. Executive Bonus Plan

 

4

 EX-10.1 2 a04-11222_1ex10d1.htm EX-10.1

Exhibit 10.1

 

SMTEK International, Inc.

Executive Bonus Plan

 

The purpose of the SMTEK Executive Bonus Plan is to attract and retain highly qualified individuals; to align employee compensation levels with the success of the business; to obtain from each participant the best possible performance; and to underscore the importance to them of achieving particular business objectives established for SMTEK International, Inc.

 

Bonus Factor /
Category

 

Weighting
Factor

 

 

 

 

 

Total Bonus Pool

 

100

%

 

 

 

 

1) Discretionary

 

50

%

2) Operating Income

 

50

%

 

•      Eligibility:

•                  SMTEK’s Executive team: Chief Executive, President, Chief Financial Officer, Vice President Operations and Vice President Sales;

•                  Executive must be currently employed by SMTEK as of the Company’s fiscal year end (and/or such earlier other date(s) during the fiscal year as the Compensation Committee may establish from time to time) and as of the date of pay-out or pay-outs.

 

•      Bonus Factors / Categories:

•                  Operating Income - - quarterly operating income as percentage of net revenues and inventory turns:  total cost of goods sold (Q4 annualized) / inventory balance (average of 3rd month inventory balance of most recent two quarter-end balances, or average of Q3 and Q4 inventory balance)

•                  set-aside consideration of materials vs. total cost of goods sold, consignment, etc. for current fiscal year calculation.

•                  Discretionary:  progress vs. strategic plan; cash conversion; team upgrades / gap fills; balance sheet (ROA / ROE, debt repayment ), momentum from prior fiscal year, etc.

 

•      Achievement:

•                  Milestone achievements / pay-outs are not inter-dependent among categories for current fiscal year

•                  i.e.: achieving operating income threshold not a pre-requisite to earn inventory turn bonus;

•                  Minimum thresholds for base-line objective achievements for inventory turns and operating income.

•                  Bonus earnings above minimum thresholds / floor based on inventory turns and operating income.

 

•      Bonus Payout:

•                  To be approved by Compensation Committee of Board of Director’s based upon final audit report by SMTEK’s independent auditors for applicable fiscal year end;

•                  Executive meeting Eligibility attributes to be paid ratable percentage of bonus pay-out based upon time employed / effective during current fiscal year

•                  Bonuses to be paid upon issuance of annual audit report by SMTEK’s independent auditors, provided however, that the Compensation Committee may alter the bonus factors, criteria and payment schedule to accelerate bonus payments hereunder based on unaudited financial statements and other relevant discretionary criteria determined in the Compensation Committee in

 

 

its sole and absolute discretion and may also adjust the percentage of any of the bonuses paid out hereunder so that a portion of the bonuses are paid at varying times during the fiscal year with any remainder paid out after completion of the fiscal year.

 

The Compensation Committee shall have the power to implement, interpret and construe this plan and any bonuses and bonus agreements hereunder, to define the rights and obligations of the Company and recipients hereunder and thereunder, to determine all questions arising hereunder and thereunder, and to adopt and amend such rules and regulations for the administration hereof and thereof as it may deem desirable. The interpretation and construction by the Compensation Committee of any provisions of this plan or of any bonus or bonus agreement, and any action taken by, or inaction of, the Compensation Committee relating to this plan or any bonus or bonus agreement, shall be within the discretion of the Compensation Committee and shall be conclusive and binding upon all persons.

 

During each fiscal year, the Compensation Committee shall establish the maximum amount available for bonuses under this plan.

 

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