8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

(AMENDMENT NO. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

November 16, 2004

Date of Report
(Date of earliest event reported)

SMTEK INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-08101	33-0213512
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

200 Science Drive, Moorpark, CA  93021

(Address of Principal Executive Offices, including Zip Code)

(805) 532-2800

(Registrant’s Telephone Number, Including Area Code)

(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:

ý Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement

On November 17, 2004, SMTEK International, Inc., a Delaware corporation (“SMTEK”) announced that it had entered into an Agreement and Plan of Merger, dated as of November 16, 2004 (the “Merger Agreement”), with CTS Corporation, an Indiana corporation (“CTS”) and Cardinal Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of CTS (“Merger Sub”), pursuant to which Merger Sub will merge with and into SMTEK (the “Merger”), with SMTEK continuing as the surviving corporation.  As a result of the Merger, SMTEK will become a wholly-owned subsidiary of CTS.

Under the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of SMTEK common stock, with certain exceptions, will be converted into the right to receive $10.725 in cash and a number of shares of common stock of CTS equal in value to between $3.475 and $4.275, as determined according to a formula set forth in the Merger Agreement.  Based upon the foregoing, the total value of the merger consideration would be between $14.20 and $15.00 per share of SMTEK common stock if the maximum exchange ratio, as described below, is not reached.

Subsequently, on December 15, 2004, it was determined that the total value per share of the merger consideration will be fixed at $14.2559, comprised of $10.725 in cash and $3.5309 worth of CTS common stock.  The per share value for the stock component of the merger consideration was determined based on the formula established in the CTS / SMTEK merger agreement dated November 17, 2004.  The number of shares of CTS common stock to be received for each share of SMTEK common stock outstanding will be determined by dividing the $3.5309 per share value of the stock component of the merger consideration by the volume weighted average price for the CTS common stock over the twenty trading days immediately prior to the closing of the merger.

Item 8.01.Other Events

On December 17, 2004, SMTEK issued a press release announcing the price per share for the Merger Agreement, which is filed as an exhibit hereto.

Item 9.01.Financial Statements and Exhibits

(c)Exhibits

99.1Press release issued by SMTEK International, Inc.

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SIGNATURE

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.

	SMTEK INTERNATIONAL, INC.
Dated: December 17, 2004	By	/s/ Kirk Waldron
		Kirk Waldron
		Interim President, Chief Financial Officer and Secretary

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Index to Exhibits

Exhibit Number	Description
99.1	Press release issued by SMTEK International, Inc.

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EX-99.1

Exhibit 99.1

Kirk A. Waldron	Dan Matsui/Gene Heller
Chief Financial Officer	Silverman Heller Associates
(805) 532-2800 ext. 111	(310) 208-2550

December 17, 2004

FOR RELEASE:  Immediately

CTS Corporation Announces Price Per Share for Merger Agreement

Elkhart, IN…CTS Corporation (NYSE:CTS) and SMTEK International, Inc. (Nasdaq:SMTI), announced today that the total value per share of the merger consideration will be fixed at $14.2559, comprised of $10.725 in cash and $3.5309 worth of CTS common stock.  The per share value for the stock component of the merger consideration was determined based on the formula established in the CTS / SMTEK merger agreement dated November 16, 2004.  The number of shares of CTS common stock to be received for each share of SMTEK common stock outstanding will be determined by dividing the $3.5309 per share value of the stock component of the merger consideration by the volume weighted average price for the CTS common stock over the twenty trading days immediately prior to the closing of the merger.

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About CTS:

CTS Corporation is a leading designer and manufacturer of electronic components and sensors, and a provider of electronics manufacturing services (EMS) to OEMs in the automotive, computer and communications markets.  The Company manufactures products in North America, Europe and Asia.  The Company’s stock is traded on the NYSE under the ticker symbol “CTS.”  To find out more, visit the CTS Web site at www.ctscorp.com.

About SMTEK International:

SMTEK International 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 with integrated solutions ranging from design to end-of-life services.  The Company’s four facilities are located in Moorpark and Santa Clara, California; Marlborough, Massachusetts; and in Bangkok, Thailand.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements include statements regarding anticipated benefits of the proposed merger, as well as anticipated future revenues.  These statements are based on our respective managements’ current expectations, certain assumptions and currently available information.  There are a number of risks and uncertainties that could cause actual results to differ materially from those presented.  For example, we may be unable to obtain SMTEK shareholder approval required for the merger.  Problems may arise in successfully integrating our businesses and the transaction may involve greater than expected costs.  Our businesses may suffer as a result of uncertainty surrounding the transaction.  The market for our

products may change or be impacted by competition, new data, supply issues or EMS industry trends.

For more detailed information on the risks and uncertainties associated with CTS and SMTEK’s business activities see our respective reports filed with the SEC.  The companies undertake no obligation to publicly update their forward-looking statements, whether as a result of market or industry changes, new information, or future events.

Additional Information

CTS Corporation intends to file with the Securities and Exchange Commission a registration statement on Form S-4 that will include a proxy statement and a prospectus and other relevant documents in connection with the proposed transaction.  In addition, CTS Corporation will publish and make available to shareholders of SMTEK International, Inc. and file with the Securities and Exchange Commission, a prospectus.  Investors and security holders are urged to carefully read the prospectus regarding the acquisition when it becomes available because it will contain important information on which to exclusively base their investment decision.  Investors and security holders of SMTEK International, Inc. are urged to read the proxy statement and prospectuses and other relevant materials when they become available because they will contain important information about CTS Corporation and SMTEK International, Inc. and the proposed transaction.  Investors and security holders may obtain a free copy of these materials when they are available and other documents filed with the Securities and Exchange Commission at the SEC’s Web site at www.sec.gov.  Investors and security holders may also obtain copies of these materials from CTS free of charge by requesting them from CTS at the following address and telephone number: CTS Corporation, Attention: Investor Relations, 905 West Boulevard North, Elkhart, Indiana, 46514, (574) 293-7511.  CTS Corporation and SMTEK International, Inc. and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the SMTEK International, Inc. stockholders with respect to the proposed transaction.  Information regarding the interests of these officers and directors in the proposed transaction will be included in the proxy statement and prospectuses.

All investment is subject to risk.  The value of securities offered may go down as well as up.  Past performance is no guarantee of future returns.  Potential investors are advised to seek expert financial advice before making any investment decision.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

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