-----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, OfhE+OiNYfBdFctJenffWCk6gNe7lW/lRvlx81WlmfymEyWkV33WEm16/A56cVep tUPEYE0IXZ5nQlSF6VLNSg== 0000903893-97-000351.txt : 19970222 0000903893-97-000351.hdr.sgml : 19970222 ACCESSION NUMBER: 0000903893-97-000351 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970220 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIGMA CIRCUITS INC CENTRAL INDEX KEY: 0000746549 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 770107167 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47397 FILM NUMBER: 97539814 BUSINESS ADDRESS: STREET 1: 393 MATHEW ST CITY: SANTA CLARA STATE: CA ZIP: 95050 BUSINESS PHONE: 4087279169 MAIL ADDRESS: STREET 1: 393 MATHEW STREET CITY: SANTA CLARA STATE: CA ZIP: 95050 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LANE ALTMAN & OWENS CENTRAL INDEX KEY: 0001000095 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 101 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SIGMA CIRCUITS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 Par Value Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 826559-10-6 --------------------------------------------- (CUSIP Number) Jeffrey E. Schwarz Metropolitan Capital Advisors, Inc. 660 Madison Avenue New York, NY 10021 (212) 486-8100 -with copies to- Joseph F. Mazzella, Esq. Lane Altman & Owens LLP 101 Federal Street Boston, Massachusetts 02110 (617) 345-9800 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 11, 1997 ------------------------------------------------------ (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [x]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13-d(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 826559-10-6 PAGE 2 OF 16 PAGES -------------- ------- -------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Metropolitan Capital Advisors, Inc. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) | | (b) |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* 00 - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) | | - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power 0 Shares ___________________________________________________________ Beneficially 8 Shared Voting Power 185,000 Owned by ___________________________________________________________ Each 9 Sole Dispositive Power 0 Reporting ___________________________________________________________ Person With 10 Shared Dispositive Power 185,000 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 185,000 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* | | - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 4.55 % - -------------------------------------------------------------------------------- 14 Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 826559-10-6 PAGE 3 OF 16 PAGES ------------- ------- -------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person KJ Advisors, Inc. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) | | (b) |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* 00 - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) | | - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization NEW YORK - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power 0 Shares ___________________________________________________________ Beneficially 8 Shared Voting Power 18,700 Owned by ___________________________________________________________ Each 9 Sole Dispositive Power 0 Reporting ___________________________________________________________ Person With 10 Shared Dispositive Power 18,700 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 18,700 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* | | - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 0.46 % - -------------------------------------------------------------------------------- 14 Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 826559-10-6 PAGE 4 OF 16 PAGES --------------------------- ------- -------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Metropolitan Capital III, Inc. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) | | (b) |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* 00 - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) | | - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization NEW YORK - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power 0 Shares ___________________________________________________________ Beneficially 8 Shared Voting Power 44,300 Owned by ___________________________________________________________ Each 9 Sole Dispositive Power 0 Reporting ___________________________________________________________ Person With 10 Shared Dispositive Power 44,300 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 44,300 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* | | - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 1.09 % - -------------------------------------------------------------------------------- 14 Type of Reporting Person* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 826559-10-6 PAGE 5 OF 16 PAGES -------------- ------- -------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Jeffrey E. Schwarz - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) | | (b) |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* None - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) | | - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power 0 Shares ___________________________________________________________ Beneficially 8 Shared Voting Power 248,000 Owned by ___________________________________________________________ Each 9 Sole Dispositive Power 0 Reporting ___________________________________________________________ Person With 10 Shared Dispositive Power 248,000 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 248,000 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* | | - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 6.10 % - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP NO. 826559-10-6 PAGE 6 OF 16 PAGES --------------- ------- -------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Karen Finerman - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) | | (b) |X| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds* None - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) | | - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power 0 Shares ___________________________________________________________ Beneficially 8 Shared Voting Power 248,000 Owned by ___________________________________________________________ Each 9 Sole Dispositive Power 0 Reporting ___________________________________________________________ Person With 10 Shared Dispositive Power 248,000 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 248,000 - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* | | - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 6.10 % - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP NO. 826559-10-6 PAGE 7 OF 16 --------------------- ----- ---- ITEM 1. SECURITY AND ISSUER Securities acquired: Common Stock, $ .001 par value per share ("Common Stock") Issuer: Sigma Circuits, Inc. Principal Executive Offices: 393 Mathew Street Santa Clara, California 95050 ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule is being filed jointly by the following reporting persons (hereinafter sometimes collectively referred to as the "Reporting Persons") pursuant to an Agreement of Joint Filing attached hereto as Exhibit A: (i) Metropolitan Capital Advisors, Inc., a New York corporation ("Metropolitan Capital"), which is the sole General Partner of Metropolitan Capital Advisors, L.P., a Delaware limited partnership. Metropolitan Capital Advisors, L.P. is the sole General Partner of Bedford Falls Investors, L.P., a Delaware limited partnership. (ii) KJ Advisors, Inc., a New York corporation, which is the sole General Partner of Metropolitan Capital Partners II, L.P., a New York limited partnership. (iii) Metropolitan Capital III, Inc., a Delaware corporation, which is the sole General Partner of Metropolitan Capital Partners III, L.P., a Delaware limited partnership. (iv) Jeffrey E. Schwarz, an individual who is a Director, and the Chief Executive Officer, Treasurer and Secretary of Metropolitan Capital, KJ Advisors, Inc., and Metropolitan Capital III, Inc. (v) Karen Finerman, an individual who is a Director and the President of Metropolitan Capital, KJ Advisors, Inc., and Metropolitan Capital III, Inc. (b), (c) and (f) Each of the Reporting Persons has a business address of 660 Madison Avenue, New York, New York 10021. Metropolitan Capital is a privately owned New York corporation, the principal business of which is to act as General Partner of Metropolitan Capital Advisors, L.P. Metropolitan Capital Advisors, L.P. is the sole General Partner of Bedford Falls Investors, L.P., which is in the business of purchasing, for investment and trading purposes, securities and other financial instruments. KJ Advisors, Inc. is a privately owned New York corporation, the principal business of which is to act as General Partner of Metropolitan Capital Partners II, L.P. Metropolitan Capital Partners II, L.P. is a privately owned partnership which provides administrative services to Bedford Falls Investors, L.P., and which also renders investment management and advisory services to institutional and other private investors regarding investment and trading in securities and other financial instruments. All of the securities of the Issuer reported herein as beneficially owned by KJ Advisors, Inc. are held in a managed brokerage account over which KJ Advisors, Inc., as General Partner of Metropolitan Capital Partners II, L.P. has discretionary trading authority (the "Managed Account"). CUSIP NO. 826559-10-6 PAGE 8 OF 16 --------------------- ----- ---- Metropolitan Capital III, Inc. is a privately owned Delaware corporation, the principal business of which is to act as General Partner of Metropolitan Capital Partners III, L.P. Metropolitan Capital Partners III, L.P. is a privately owned partnership which renders investment management and advisory services to Metropolitan Capital Advisors International Limited, which is in the business of purchasing, for investment and trading purposes, securities and other financial instruments. Jeffrey E. Schwarz and Karen Finerman are each United States citizens residing in the State of New York whose principal occupations are as executive officers and Directors of Metropolitan Capital, KJ Advisors, Inc., and Metropolitan Capital III, Inc. (d) No events have occurred which would be required to be reported under the provisions of this Item. (e) No events have occurred which would be required to be reported under the provisions of this Item. ITEM 3. SOURCE AND AMOUNT OF FUNDS The sources of the funds used by Metropolitan Capital to purchase Common Stock on behalf of Bedford Falls Investors, L.P., were working capital and margin borrowing through brokerage accounts maintained at Bear, Stearns & Company. The approximate aggregate amount of funds used to purchase such securities for Bedford Falls Investors, L.P. was $1,082,619. The portion of such funds provided by margin borrowing is not readily determinable and varies from time to time as a result of varying margin account availability and other unrelated, ongoing transactions in such accounts. All such securities were acquired by open market purchases. The sources of funds used to purchase Common Stock on behalf of the Managed Account was equity capital in the Managed Account and margin borrowing through a brokerage account maintained at Bear, Stearns & Company. The approximate aggregate amount of funds used to purchase such securities for the Managed Account was $108,294. The portion of such funds provided by margin borrowing is not readily determinable and varies from time to time as a result of varying margin account availability and other unrelated, ongoing transactions in the Managed Account. All such securities were acquired by open market purchases. The sources of funds used to purchase Common Stock on behalf of Metropolitan Capital Advisors International Limited were working capital and margin borrowing through brokerage accounts maintained at Bear Stearns & Company. The approximate aggregate amount of funds used to purchase such securities was $246,343. The portion of such funds provided by margin borrowing is not readily determinable and varies from time to time as a result of varying margin account availability and other unrelated ongoing transactions in such accounts. All such securities were acquired by open market purchases. ITEM 4. PURPOSE OF THE TRANSACTION The purpose of the transaction for each of the Reporting Persons is for investment. Each Reporting Person may from time to time make additional purchases of the Issuer's Common Stock and may dispose of any or all of the Issuer's Common Stock held by it. None of the Reporting Persons has any current plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their positions with respect to the Issuer, and may change their intentions as stated above. CUSIP NO. 826559-10-6 PAGE 9 OF 16 --------------------- ----- ---- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) (b) The beneficial ownership and voting and dispositive power of each of the Reporting Persons over Common Stock of the Issuer as of the date hereof is as follows: (i) Metropolitan Capital has purchased no shares of Common Stock of the Issuer solely for its own account. However, Metropolitan Capital may be deemed to have shared voting and dispositive power over the 185,000 shares representing 4.55% of Common Stock of the Issuer beneficially owned by Bedford Falls Investors, L.P. (ii) KJ Advisors, Inc. is the owner of shares of Common Stock of the Issuer solely by reason of its position as General Partner of Metropolitan Capital Partners II, L.P. which has discretionary voting and dispositive power over assets held in the Managed Account. Thus, by virtue of being the General Partner of Metropolitan Capital Partners II, L.P., KJ Advisors, Inc. may be deemed to have shared voting and dispositive power over the 18,700 shares representing 0.46% of Common Stock of the Issuer held in the Managed Account. (iii) Metropolitan Capital III, Inc. has purchased no shares of Common Stock of the Issuer solely for its own account. However, by reason of its position as General Partner of Metropolitan Capital Partners III, L.P. which has discretionary voting and dispositive power over the assets of Metropolitan Capital Advisors International Limited, Metropolitan Capital III, Inc. may be deemed to have shared voting and dispositive power over the 44,300 shares representing 1.09% of the Common Stock of the Issuer owned by Metropolitan Capital Advisors International Limited. (iv) Jeffrey Schwarz may be deemed the beneficial owner of 248,000 shares representing 6.10% of the Common Stock of the Issuer as a result of his being a director, executive officer and controlling stockholder of Metropolitan Capital, KJ Advisors, Inc. and Metropolitan Capital III, Inc. Jeffrey Schwarz does not beneficially own any shares of Common Stock of the Issuer other than through such positions. (v) Karen Finerman may be deemed the beneficial owner of 248,000 shares representing 6.10% of the Common Stock of the Issuer as a result of her being a director and executive officer of Metropolitan Capital, and a director, executive officer and stockholder of KJ Advisors, Inc. and Metropolitan Capital III, Inc. Karen Finerman does not beneficially own any shares of Common Stock of the Issuer other than through such positions. The number of shares beneficially owned and the percentage of outstanding shares represented thereby, for each of the Reporting Persons, have been computed in accordance with Rule 13D-3 under the Securities Exchange Act of 1934, as amended. The percentages of ownership described above are based on the 4,062,889 shares of Common Stock reported outstanding by the Issuer in its Form 10-Q for the period ended December 31, 1996. (c) Transactions in the class of Securities reported on herein effected within the last 60 days by Metropolitan Capital for and on behalf of Bedford Falls Investors, L.P. are as follows. All such transactions comprise open market purchases of Common Stock unless otherwise indicated. CUSIP NO. 826559-10-6 PAGE 10 OF 16 --------------------- ----- ----
DATE NO. OF SHARES PRICE PER SHARE TOTAL ---- ------------- --------------- ----- 12/23/96 23,700 $5.313 $125,921.25 12/26/96 10,000 4.627 46,265.00 12/27/96 10,000 4.814 48,140.00 01/16/97 2,400 5.506 13,215.00 01/17/97 10,000 5.502 55,015.00 01/20/97 9,000 5.502 49,515.00 01/21/97 7,700 5.502 42,365.00 02/11/97 3,700 5.254 19,440.00 02/12/97 5,300 5.378 28,502.50 02/13/97 18,600 5.350 99,510.00 02/14/97 3,700 5.379 19,902.50 02/18/97 2,700 5.438 14,681.25 02/19/97 1,700 5.500 9,350.00 Transactions in the class of securities reported on herein effected within the last 60 days by KJ Advisors, Inc., for and on behalf of the Managed Account are as follows. All such transactions comprise open market purchases of Common Stock unless otherwise indicated. DATE NO. OF SHARES PRICE PER SHARE TOTAL ---- ------------- --------------- ----- 12/23/96 2,600 $5.318 $13,827.50 12/26/96 1,100 4.639 5,102.50 12/27/96 1,100 4.826 5,308.75 01/16/97 1,500 5.510 8,265.00 01/21/97 300 5.550 1,665.00 02/11/97 400 5.288 2,115.00 02/12/97 500 5.405 2,702.50 02/13/97 1,900 5.350 10,165.00 02/14/97 400 5.413 2,165.00 02/19/97 400 5.500 2,200.00 Transactions in the class of securities reported on herein effected within the last 60 days by Metropolitan Capital III, Inc., for and on behalf of Metropolitan Capital Advisors International Limited are as follows. All such transactions comprise open market purchases of Common Stock unless otherwise indicated. DATE NO. OF SHARES PRICE PER SHARE TOTAL ---- ------------- --------------- ----- 12/23/96 2,800 $5.318 $14,890.00 12/26/96 1,200 4.638 5,565.00 12/27/96 1,200 4.825 5,790.00 01/08/97 4,700 5.261 24,725.00 01/16/97 3,600 5.504 19,815.00 01/17/97 5,000 5.503 27,515.00 01/20/96 6,000 5.503 33,015.00 01/21/97 2,100 5.507 11,565.00 CUSIP NO. 826559-10-6 PAGE 11 OF 16 --------------------- ----- ---- DATE NO. OF SHARES PRICE PER SHARE TOTAL ---- ------------- --------------- ----- 02/11/97 900 5.267 4,740.00 02/12/97 1,200 5.388 6,465.00 02/13/97 4,500 5.350 24,075.00 02/14/97 900 5.392 4,852.50 02/18/97 800 5.438 4,350.00 02/19/97 400 5.500 2,200.00
(d) Not Applicable (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A. Agreement of Joint Filing. CUSIP NO. 826559-10-6 PAGE 12 OF 16 --------------------- ----- ---- 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. This statement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one (1) instrument. Metropolitan Capital Advisors, Inc. By: /s/ Jeffrey E. Schwarz ------------------------------------------- Jeffrey E. Schwarz, Chief Executive Officer Dated as of: February 20, 1997 CUSIP NO. 826559-10-6 PAGE 13 OF 16 --------------------- ----- ---- 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. This statement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one (1) instrument. KJ Advisors, Inc. By: /s/ Jeffrey E. Schwarz -------------------------------------------- Jeffrey E. Schwarz, Chief Executive Officer Dated as of: February 20, 1997 CUSIP NO. 826559-10-6 PAGE 14 OF 16 --------------------- ----- ---- 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. This statement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one (1) instrument. Metropolitan Capital III, Inc. By: /s/ Jeffrey E. Schwarz ------------------------------------------- Jeffrey E. Schwarz, Chief Executive Officer Dated as of: February 20, 1997 CUSIP NO. 826559-10-6 PAGE 15 OF 16 --------------------- ----- ---- 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. This statement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one (1) instrument. By: /s/ Jeffrey E. Schwarz ------------------------------ Jeffrey E. Schwarz Dated as of: February 20, 1997 CUSIP NO. 826559-10-6 PAGE 16 OF 16 --------------------- ----- ---- 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. This statement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one (1) instrument. By: /s/ Karen Finerman ---------------------------- Karen Finerman Dated as of: February 20, 1997 EXHIBIT A AGREEMENT OF JOINT FILING SIGMA CIRCUITS, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the join filing on behalf of each of them of a Statement on Schedule 13D and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 20th day of February, 1997. METROPOLITAN CAPITAL ADVISORS, INC. METROPOLITAN CAPITAL III, INC. By: /s/ Karen Finerman By: /s/ Karen Finerman --------------------------------- --------------------------- Karen Finerman, President Karen Finerman, President KJ ADVISORS, INC. By: /s/ Karen Finerman --------------------------------- Karen Finerman, President /s/ Jeffrey E. Schwarz /s/ Karen Finerman --------------------------------- ---------------------------- Jeffrey E. Schwarz, Individually Karen Finerman, Individually -----END PRIVACY-ENHANCED MESSAGE-----